TCR_Public/140415.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 15, 2014, Vol. 18, No. 104

                            Headlines

1250 OCEANSIDE: Wants Declaration on Easement
ALCOA INC: Fitch Lowers Issuer Default Rating to 'BB+'
ALHAMBRA RESOURCES: Won't Meet April 30 Financial Filing Deadline
ALLEN SYSTEMS: S&P Lowers CCR to 'CCC-' on Weak Liquidity
AMARU INC: Delays Form 10-K for 2013

APOLLO MEDICAL: Inks $12 Million Investment Pact with NNA
APPLIED MINERALS: Files Amendment No.4 to Form S-1 Prospectus
ASHLEY STEWART: Can Hire Prime Clerk as Administrative Advisor
ASHLEY STEWART: Court Approves Curtis Mallet-Prevost as Counsel
ASHLEY STEWART: Wants Until October 6 to Decide on Leases

ASR CONSTRUCTORS: Hires Delmar Commercial as Real Estate Broker
ASSURED PHARMACY: Incurs $5.5 Million Net Loss in 2013
AT EMERALD: Can Tap Allan R. Smith as Attorney
ATEBA RESOURCES: Receives Notice of Default on Property Option
ATWATER PUBLIC: S&P Revises Outlook on 'BB+' Rating to Positive

AXION INTERNATIONAL: Delays 2013 Form 10-K
BARRACK'S ROW: Bankruptcy Halts Ex-Owners From Reclaiming Stake
BASIC SPORTS: Personal Property to Be Auctioned Off April 22
BAY AREA FIN'L: May 14 Hearing on Adequacy of Plan Outline
BAY AREA FIN'L: Can Hire Keller Williams as Sales Agent

BAY AREA FIN'L: Court Okays Creim Macias as Ch. 11 Counsel
BETSEY JOHNSON: Seeks to Sell Interchange Suit Claim for $85,000
BIOFUELS POWER: Delays Form 10-K for 2013
CATASYS INC: Incurs $4.7 Million Net Loss in 2013
CHESAPEAKE ENERGY: S&P Assigns 'BB-' Rating to $3BB Sr. Notes

COLDWATER CREEK: Plans Hilco/Gordon-Led Auction on May 1
COLDWATER CREEK: Rejecting Groupon Merchant Contract
COLDWATER CREEK: Proposes Prime Clerk as Claims Agent
COMMUNITY HOME: Miss. Man Indicted In $9 Million Bankruptcy Fraud
CORNERSTONE HOMES: Place and Arnold Okayed as Trustee's Counsel

CORNERSTONE HOMES: Ch.11 Trustee Can Hire Bailey as Accountant
CORNERSTONE HOMES: Panel Can Hire Getzler as Financial Advisor
COVIS PHARMA: Moody's Affirms 'B3' CFR & Alters Outlook to Pos.
CUI GLOBAL: Incurs $1.7 Million Net Loss in 2013
D & L ENERGY: Court Approves Epiq as Administrative Advisor

D & L ENERGY: Committee Can Hire David Wehrle as Fin'l Advisor
D & L ENERGY: Panel Gets Court Approval to Hire Roetzel & Andress
DOT RESOURCES: Won't Meet April 30 Financial Filing Deadline
DOTS LLC: FTI Consulting Okayed as Panel's Financial Advisor
DOTS LLC: Hilco Streambank Okayed as IP Disposition Consultant

DOTS LLC: Creditors Have Until May 27 to File Proofs of Claim
EAST LIVERPOOL: Moody's Lowers Long-term Bond Rating to 'Ba3'
EASTCOAL INC: Creditors to Consider BIA Proposal on April 22
ELDORADO RESORTS: S&P Retains 'B-' CCR on CreditWatch Positive
EPCSOLUTIONS INC: Trustee Seeks Additional Bids for Software

EXAMWORKS GROUP: S&P Raises CCR to 'B+' on Improved Performance
EXCO RESOURCES: S&P Assigns 'CCC+' Rating to New $400MM Sr. Notes
FIBERTOWER NETWORK: Obtains Order Regarding Effective Date of Plan
FIRST STREET: Trustee Allowed to Settle Solit's $1.82-Mil. Claim
FISKER AUTOMOTIVE: Creditors Reach Deal to Split Cash From Sale

FLA EAST COAST HOLDINGS: S&P Assigns 'B-' CCR; Outlook Negative
FLA EAST COAST INDUSTRIES: S&P Assigns 'CCC+' CCR; Outlook Neg
FRESH & EASY: Grant Thornton Approved as Tax Advisor
FRESH & EASY: Class Action Settlement Has Preliminarily Okay
GENERAL MOTORS: CEO Shakes Up Senior Staff Amid Recall

GRAND CENTREVILLE: Receiver's Authority to File Ch.11 Confirmed
GRAND CENTREVILLE: Receiver Excused From Turnover Requirements
GRAND CENTREVILLE: Drops Bid to Hire Sale Consultant & Broker
GRAND CENTREVILLE: Hearing on Case Dismissal Moved to June 26
GREEN FIELD ENERGY: Examiner Can Retain Hogan Firm as Counsel

GREEN FIELD ENERGY: Lorenzo May Pursue Claim Against Insurer
HAYDEL PROPERTIES: Case Dismissal Hearing Moved to May 22
HAYDEL PROPERTIES: Pay Up Or Face Foreclosure, Court Rules
HOUGHTON INTERNATIONAL: S&P Raises Rating on 1st Lien Loan to B+
HUB INTERNATIONAL: $90MM Add-on Debt No Impact on Moody's B3 CFR

HUNTER FAN: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
ICING ON THE CUPCAKE: New Owner Reopens One Outlet
IFM INVESTMENTS: Receives NYSE Listing Non-Compliance Notice
JCK HOTELS: Reorganization Case Administratively Closed
JONES GROUP: S&P Withdraws 'BB-' Corp. Credit Rating

L BRANDS: Fitch Affirms 'BB+' Issuer Default Rating
LEAJAK CONCRETE: Files Pro Se Chapter 11 Bankruptcy
LEO GROUP: Case Summary & 9 Largest Unsecured Creditors
LIGHTSQUARED INC: Says It Was Right to Shut Ergen Out of Plans
LINDSAY GENERAL: Claims Bar Date Set for May 15

LONGVIEW POWER: Kvaerner Wants Exclusivity Scrapped
MACH GEN: Court Approved Prime Clerk as Administrative Advisor
MACH GEN: First Amended Prepackaged Plan Confirmed
MAINE STORAGE: Lewiston, Maine Property to Be Sold May 7
MATS ETC: Case Summary & 20 Largest Unsecured Creditors

MAXIMILLIAN IMPORTS: Files Chapter 11 Bankruptcy in E.D. Wash.
MEDICAL PROPERTIES: S&P Rates $300MM Unsecured Notes 'BB'
MJC AMERICA: Wants Until October 10 to File Reorganization Plan
MOMENTIVE PERFORMANCE: Enters Chapter 11 for Agreed Debt Swap
MOMENTIVE PERFORMANCE: Case Summary & 50 Top Unsecured Creditors

MULTI PACKAGING SOLUTIONS: S&P Withdraws 'B' Corp. Credit Rating
MUNDY RANCH: April 29 Hearing on Adequacy of Plan Outline
NATURAL MOLECULAR: U.S. Trustee Amends Committee Members
NGPL PIPECO: Fitch Lowers IDR to 'B-'; Outlook Negative
NIOCAN INC: TSX Reviews Continued Listing Eligibility

NNN 123: Seeks Approval of Restructuring Support Agreement
NNN 123: Cash Collateral Hearing Continued to June 30
NORTHERN BERKSHIRE: BMC Has Hired 143 of NARH's Employees
ORMET CORP: 7th Interim Winddown Plan Approved
PACIFIC STEEL: Can Hire Burr Pilger Mayer as Fin'l Consultant

PACIFIC STEEL: Court Approves Binder & Malter as Counsel
PALM DRIVE: S&P Lowers SPUR to 'CCC+'; Outlook Developing
PENINSULA HOSPITAL: Court Approves Amendment to PGN Sale Agreement
PIER 1 IMPORTS: S&P Assigns 'B+' CCR & Rates $200MM Sr. Loan 'B+'
PINAFORE HOLDINGS: S&P Puts 'BB-' CCR on CreditWatch Negative

PRIME TIME INT'L: Cases Now Assigned to Judge Wanslee
PROSPECT PARK: US Trustee Forms 3-Member Creditor's Committee
QUANTUM FOODS: Panel Retains Richards Layton as Counsel
QUANTUM FOODS: Panel Hires Triton Capital as Financial Advisors
QUARTZ HILL: Court Orders Joint Administration of Debtors' Cases

QUIZNOS: Has Settlement With Disgruntled Franchisees
QUIZNOS: Schedules of Assets and Liabilities Filed
QUIZNOS: Files 13-Week DIP Cash Flow Forecast
QUIZNOS: Files List of Equity Security Holders
QUIZNOS: Maple Leaf, Canada Bread Seek Payment of Admin. Claim

RECONROBOTICS INC: Involuntary Chapter 11 Petition Filed
REGIONALCARE HOSPITAL: S&P Lowers Sr. Secured Debt Rating to 'B'
ROY VANWINKLE: Joint Chapter 11 Petition Filed in E.D. Wash.
SEGA BIOFUELS: Obtains PAC Loan for Insurance Coverage
SHOTWELL LANDFILL: Jeutter Okayed as Committee Counsel

SHOTWELL LANDFILL: Deal Between Debris Removal and CFSC Okayed
SHOTWELL LANDFILL: Disclosure Statement Hearing on Wednesday
SIMON WORLDWIDE: Delays 2013 Form 10-K
SIRIUS XM: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable
SIZZLING PLATTER: Moody's Hikes Corporate Family Rating to 'B3'

SM ENERGY: S&P Raises Rating on Sr. Unsecured Notes to 'BB'
SMTC CORP: Inks Sixth Amendment to Loan Agreement
SORENSON COMMS: Hires Wiltshire & Grannis as Regulatory Counsel
SORENSON COMMS: Jenner & Block Approved as Compliance Counsel
SORENSON COMMS: Pwc Okayed as Auditors and Tax Advisors

SORENSON COMMS: S&P Raises CCR to 'CCC+'; Outlook Neg.
SPECIALTY PRODUCTS: Insurers Seek Access to Rule 2019 Statements
STAR DYNAMICS: Has Access to Cash Collateral Until June 30
STAR DYNAMICS: Womble Carlyle to Handle Transactional Matters
SUNRISE REAL: Delays Form 10-K for 2013

SWAMI HOSPITALITY: Case Summary & 2 Unsecured Creditors
STEPHEN COSTA: Case Summary & 2 Largest Unsecured Creditors
TARGETED MEDICAL: Incurs $9.3 Million Net Loss in 2013
TEE INVESTMENT: Avison Young and John Pinjuv Approved as Broker
TELKONET INC: Incurs $4.9 Million Net Loss in 2013

TELEXFREE LLC: Files for Chapter 11 to Facilitate Restructuring
TELEXFREE LLC: Case Summary & 30 Largest Unsecured Creditors
THERMOENERGY CORP: Incurs $1.6 Million Net Loss in 2013
TITAN PHARMACEUTICALS: Posts $9.7 Million Net Income in 2013
TRAVELPORT LLC: Moody's Changes 'Caa1' CFR Outlook to Negative

TRAVELPORT LLC: S&P Raises Corporate Credit Rating to 'CCC+'
TRISTAR WELLNESS: Delays Form 10-K for 2013
TUSCANY INT'L: Executes Heli-Portable Rig Sale Agreement
VERMILLION INC: Incurs $8.8 Million Net Loss in 2013
VIASYSTEMS GROUP: S&P Retains 'B+' Rating Following $50MM Add-On

WEST FLORIDA RECYCLING: Files for Chapter 11 Bankruptcy
WEST MOUNTAIN: Case Closed; Apex Capital Becomes New Owner
WESTERN FUNDING: Majority of Unsecured Creditors Accept Plan
WISE METALS: Moody's Rates Proposed Sr. Unsecured Notes 'Caa2'
WISE METALS: S&P Lowers CCR to 'B-'; Outlook Stable

WORLD SURVEILLANCE: Reports $3.4 Million 2013 Net Loss

* HSBC Sued by Illinois' Cook County over Minority Lending
* Wall Street Banks Cut Out of Prized Commercial Mortgages
* SEC Set to Alter Stance on Money Funds

* Large Companies With Insolvent Balance Sheets


                             *********


1250 OCEANSIDE: Wants Declaration on Easement
---------------------------------------------
Simon Klevansky, Esq., at Klevansky Piper, LLP, on behalf of 1250
Oceanside Partners, asks the Bankruptcy Court to enter a judgment
declaring that, pursuant to the plain terms of an easement, the
easement is of no further force or effect, and no longer encumbers
the Debtor's property.

Oceanside is the developer of Hokuli'a, a residential subdivision,
in and on the Island and County of Hawaii.  Oceanside executed an
Easement for Conservation Purposes dated Sept. 5, 2007, which
encumbers a property designated on the Third Taxation Division as
Tax Map Key Nos. (3) 8-1-4-3, which property is further described
in the easement.

Protect Keopuka Ohana is a Hawaii nonprofit corporation which has
been administratively dissolved by the State of Hawaii.

Section 6 of the easement provides that (a) PKO may not
assign its rights under the easement without the prior written
consent of Oceanside, and (b) in the event Defendant PKO is
dissolved or otherwise ceases to exist, the easement will be of no
further force or effect, unless PKO has first assigned its
interest with the prior consent of Oceanside.

Oceanside is not aware of any assignment of PKO's rights under the
easement, and Oceanside has never consented to any such
assignment.  Defendant PKO has not assigned its rights under the
easement, and was administratively dissolved by the State of
Hawaii on June 3, 2011.

                   About 1250 Oceanside Partners

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

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

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

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

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

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.  The
Bankruptcy Court was slated to convene a hearing commencing April
2, 2014, at 9:30 a.m., to consider confirmation of the Third
Amended Plan co-proposed by the Debtor and Sun Kona.

A creditors committee has not been appointed.

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


ALCOA INC: Fitch Lowers Issuer Default Rating to 'BB+'
------------------------------------------------------
Fitch Ratings has downgraded the ratings for Alcoa Inc. (NYSE: AA,
Alcoa) including its Issuer Default Rating and senior unsecured
debt to 'BB+' from 'BBB-'.

The Rating Outlook is Stable.

RATING DRIVERS:

The downgrade reflects Fitch's view that financial leverage will
remain above 2.5x on a total debt/EBITDA level and above 3.5x on
an FFO adjusted level through 2014.  Significant pension
contributions will keep FFO adjusted leverage above 3.5 through
2015.  The company has generated free cash flow after capital
expenditures and dividends to shareholders since 2010 despite weak
aluminum prices.  Profitability has been hampered by global
oversupply in aluminum.

Upstream Challenges

Alcoa ranked as the third largest primary aluminum producer in
2013. Its aluminum production is about average cost and its
alumina production is in the low second quartile.  Roughly 60% of
alumina and 79% of primary aluminum by volume was sold to third
parties in 2013.  The primary aluminum market has been suffering
from production surpluses as new low cost capacity was added and
high cost capacity was slowly curtailed.  This excess supply has
been soaked up by financial buyers and held in inventory.

Alcoa took 253,000 tonnes of capacity offline in 2013 and
announced a further 418,000 tonnes of capacity curtailments,
including 274,000 tonnes of permanent closures, so far in 2014.
Of the company's 4 million tonnes of smelting capacity, 655,000
was curtailed at Dec. 31, 2013.  Announced capacity cuts excluding
China since January 2013 aggregate about 1.5 million tonnes.
Global consumption was about 49 million tonnes in 2013 and LME
stocks were 5.4 million tonnes at April 8, 2014.

Fitch believes that production curtailments should result in
balanced physical markets and that prices should slowly improve
from current lows.  Inventory financing transactions are expected
to continue as long as the economics work: interest rates are low,
the market is in contango, and warehouse rents are low.  A
reversal of those conditions could bring substantial material into
the market.

On the margin and all else equal, Alcoa reports that a $100/tonne
increase or decrease in the average price of primary aluminum as
reported on the London Metal Exchange (LME) would increase or
decrease annual net income by $240 million.  In 2013 the LME price
was about $173/tonne lower than it was on average for 2012.
Alcoa's realized prices for primary aluminum for 2013 were only
$83/tonne lower than the average for 2012.  Net income excluding
special items increased $95 million in 2013 compared to 2012.
Alumina markets have their own fundamental dynamics and Alcoa has
been working to move its contracts to indexed base pricing rather
than pricing based on the LME price of aluminum.  For 2014, 65% of
third party shipments are on spot or alumina index based.

Downstream Opportunities:

Engineered Products and Solutions (EPS) and Global Rolled Products
(GRP) benefit from the scale of research and development, past
restructuring efforts and growing end-market demand.

In 2013, EPS accounted for nearly half of EBITDA and EPS taken
with GRP accounted for 72% of 2013 EBITDA.  Capital investments of
$300 million in Davenport, IA, $300 million in Alcoa, TN and $400
million (Alcoa's portion $95 million) in the Saudi Arabian JV,
enable the company to capture growth in auto body sheet demand.
Fitch estimates that EPS and GRP will represent more than
$2.2 billion in EBITDA by 2016.

Expectations:

Fitch expects earnings in 2014 and 2015 to continue to reflect
weakness in primary aluminum.  Fitch also expects 2014 EBITDA to
be at least $2.6 billion.  Total debt to EBITDA will likely be as
much as 2.9 times (x) at the end of 2014.  FFO adjusted leverage
is impacted by minimum pension contributions in the amount of
$625 million in 2014.  In the longer term, Fitch expects FFO
adjusted leverage to drop below the 3.9x at March 31, 2014.

For 2014, Fitch expects Alcoa to be free cash flow neutral after
capital expenditures of $1.2 billion but before $137 million in
dividends and the $125 million investment in the Ma'aden joint
venture.  The first quarter generally shows high seasonal working
capital; a key focus is working capital management, and turns have
reduced year-over-year for the period under review.  Fitch expects
cash to start building in the third quarter of 2014.  Cash used
for operations was $551 million in the first quarter of 2014,
reflecting seasonality, some automotive inventories related to the
ramp-up, and payments on the Alba settlement.  Fitch expects any
earnings or cash flow shortfall to be met with further cuts to
spending or asset sales.

Strong Liquidity:

At March 31, 2014, the $3.75 billion revolver maturing July 25,
2017 was fully available and cash on hand was $665 million.  The
revolver has a covenant that limits Consolidated Indebtedness to
150% of Consolidated Net Worth.  As of Dec. 31, 2013, Alcoa had 10
additional revolving credit facilities providing a combined
capacity of $1.2 billion of which $1 billion is due to expire in
2014 and $150 million is due to expire in 2015.

As of March 31, 2014, near-term scheduled debt maturities are
estimated to be: $133 million in 2014, $30 million in 2015, $30
million in 2016, $778 million in 2017 and $1 billion in 2018.

Pension Contributions:

At Dec. 31, 2013, aggregate pension plans were underfunded by $3.2
billion, of which the U.S. pension plans were underfunded by $2.7
billion on a U.S. GAAP basis.  The minimum required contribution
to pension plans is estimated at $625 million in 2014.

The Stable Outlook reflects slowly improving trends despite
prolonged weakness in the primary aluminum market and progress
toward reducing financial leverage to levels more consistent with
the rating.

RATING SENSITIVITIES:

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

-- Operating EBITDA below $2.5 billion in 2014;
-- Total Debt/EBITDA sustainably above 3x and free cash flow
    negative in the amount of $200 million or more.

Positive: Not anticipated over the next 12 months given over
supply in the aluminum market, but future developments that may
lead to a positive rating action include:

-- FFO adjusted leverage to be sustainably over 2.5x, and free
    cash flow positive on average.

Fitch has downgraded Alcoa's ratings as follows:

-- IDR downgraded from 'BBB-' to 'BB+';
-- Senior unsecured debt from 'BBB-' to 'BB+';
-- $3.75 billion revolving credit facility from 'BBB-' to 'BB+';
-- Preferred stock to 'BB-' from 'BB'.
-- Short-term IDR to 'B' from 'F3';
-- Commercial paper 'B' from 'F3'.

The Rating Outlook is Stable.


ALHAMBRA RESOURCES: Won't Meet April 30 Financial Filing Deadline
-----------------------------------------------------------------
Alhambra Resources Ltd. on April 11 disclosed that the Corporation
will not be able to file its annual audited financial statements,
management's discussion and analysis and CEO and CFO certificates
by the filing deadline of April 30, 2014 as prescribed by National
Instrument 51-102 - Continuous Disclosure Obligations.  This is
due to a current lack of funds to remunerate the Corporation's
auditors.

Don McKechnie, Alhambra's Chief Financial Officer explained, "With
the recent completion of the Global Resources Investment Trust plc
("GRIT") financing, GRIT is now actively marketing the GRIT shares
on behalf of itself and the other companies that participated in
the GRIT financing.  This will enable Alhambra to obtain the funds
necessary to deal with its creditors (including remunerating the
Corporation's auditors), resume mining operations in Kazakhstan
and advance it exploration and production development strategy.
We anticipate this process will be successful such that Alhambra
can complete and file its 2013 Annual Audited Financial Statements
by the end of June 2014."

Until Alhambra completes the filing of the 2013 Annual Audited
Financial Statements, Alhambra will comply with the alternative
information guidelines set out in National Policy 12-203 - Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require Alhambra to
issue bi-weekly default status reports by way of a news release so
long as the 2013 Annual Audited Financial Statements have not been
filed.

Alhambra has made an application to the applicable regulatory
authorities for a management cease trade order.  There is no
certainty that such order will be granted.  If a MCTO is granted,
the general investing public will still be able to trade Alhambra
listed common shares, however, the Corporation's Chief Executive
Officer, Chief Financial Officer and such other directors,
officers and persons as determined by the applicable regulatory
authorities, will not be able to trade Alhambra shares.  If a MCTO
is not granted, the applicable regulatory authorities may issue a
cease trade order against Alhambra for failure to file the 2013
Annual Audited Financial Statements within the prescribed time
period.

                          About Alhambra

Alhambra -- http://www.alhambraresources.com-- is a Canadian
based international exploration and production corporation
producing gold in Kazakhstan.

Alhambra common shares trade in Canada on The TSX Venture Exchange
under the symbol ALH, in the United States on the Over-The-Counter
Pink Sheets Market under the symbol AHBRF and in Germany on the
Frankfurt Open Market under the symbol A4Y.


ALLEN SYSTEMS: S&P Lowers CCR to 'CCC-' on Weak Liquidity
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Naples, Fla.-based Allen Systems Group Inc. to
'CCC-' from 'CCC'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on Allen's
$300 million secured second-lien notes to 'CC' from 'CCC-'.  S&P
also revised its recovery rating on the notes to '6' from '5',
reflecting its expectation for negligible recovery (0% to 10%) in
the event of a payment default.

"The downgrade reflects our view that the company may face
difficulty meeting its interest payment obligations in May 2014,
based on our assessment of the company's weak liquidity position
and lower than expected operating results," said Standard & Poor's
credit analyst Katarzyna Nolan.

In addition, the company was not in compliance with the minimum
liquidity covenant after the required November 2013 interest
payment was made on its senior notes.  Although the company
obtained an amendment and waiver, which requires it to comply with
this covenant by March 31, 2014, S&P believes that the company may
be in violation of its senior leverage, total leverage, or fixed
charge covenants as of December 2013.

The negative outlook reflects the company's weak liquidity
position and the high likelihood of a default within the next six
months.

S&P would lower the ratings if the company were unable to meet its
debt service obligations when due.

A revision of the outlook to stable would require an improvement
in the company's liquidity, which could result from potential
further financings or improved operations.


AMARU INC: Delays Form 10-K for 2013
------------------------------------
Amaru, Inc., 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 sait it was unable to file the subject
report in a timely manner because the Company was not able to
complete timely its financial statements without unreasonable
effort or expense.

                           About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.

Wei, Wei & Co., LLP, in Flushing, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has sustained accumulated losses from operations
totaling $41,220,399 and $41,322,752 at Dec. 31, 2012, and 2011,
respectively, the Company's continued losses from operations and
the difficulty it has had in raising adequate additional
financing.  These conditions and the Company's lack of significant
revenue, raise substantial doubt about the Company's ability to
continue as going concern.

As of Sept. 30,2013, the Company had $1.81 million in total
assets, $3.32 million in total liabilities and a $1.51 million
total stockholders' deficit.


APOLLO MEDICAL: Inks $12 Million Investment Pact with NNA
---------------------------------------------------------
Apollo Medical Holdings, Inc., on March 28, 2014, entered into an
equity and debt investment for up to $12 million with NNA of
Nevada, Inc., an affiliate of Fresenius Medical Care North
America, that included a $2 million investment in Company common
stock being issued at $1.00 per share, $8 million in term and
revolving loans being made available, $2 million in the form of a
convertible note being made available, and warrants being issued
for 5,000,000 shares of the Company's common stock.

As part of the investment, the Company entered into an Investment
Agreement with NNA, dated March 28, 2014, pursuant to which the
Company sold NNA 2,000,000 shares of the Company's common stock at
a purchase price of $1.00 per share.  Under the Investment
Agreement, for so long as NNA holds any combination of Company
common stock, Convertible Note or Warrants that in the aggregate
either represent or entitle Purchaser to acquire at least
2,000,000 shares of Company common stock, (i) NNA will have the
right to appoint one representative to attend all meetings of the
Company's Board of Directors (and each Board of Directors of the
Company's subsidiaries) and any committee thereof in a nonvoting
observer capacity, and (ii) NNA will have the right to have one
representative nominated as a member of the Company's Board of
Directors and each committee thereof, including without
limitation, the Company's compensation committee.

In connection with the Credit Agreement and the Investment
Agreement, the Company issued NNA a Convertible Note, dated
March 28, 2014, which provides that the Company may, but will not
be required to, borrow the amount of $2,000,000 evidenced by the
Convertible Note at any time before Dec. 15, 2014.  The
outstanding principal on and accrued interest under the
Convertible Note, if any, is convertible at NNA's option into
shares of the Company's common stock at an initial conversion
price of $1.00 per share, subject to adjustment as provided in the
Convertible Note.  The Convertible Note contains antidilution
protection provisions in favor of NNA, including, if there is a
dilutive issuance, the conversion ratio is adjusted to reflect the
difference in price below $1.00, if any such issuance is below
$0.90 per share.

As part of this investment, the Company entered into a Credit
Agreement with NNA which provides for a $1 million secured
revolving credit facility and a $7 million secured term loan.

At the closing of the transactions contemplated by the Credit
Agreement, existing loans of a principal amount of approximately
$3.3 million under that certain Credit Agreement, dated as of
Oct. 15, 2013, as amended, were refinanced and approximately $3.7
million was advanced under the Term Loan.  No amounts were drawn
under the Revolving Loan at closing.

Prior to the closing of the transactions contemplated by the
Credit Agreement, NNA made revolving loans to the Company under
the Existing Credit Agreement.

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

                        http://is.gd/kHXQH4

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

                        http://is.gd/5Uqchr

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Apollo Medical reported a net loss of $8.90 million on $7.77
million of net revenues for the year ended Jan. 31, 2013, as
compared with a net loss of $720,346 on $5.11 million of net
revenues for the year ended Jan. 31, 2012.  The Company's balance
sheet at July 31, 2013, showed $3.13 million in total assets,
$4.40 million in total liabilities, and a $1.26 million total
stockholders' deficit.


APPLIED MINERALS: Files Amendment No.4 to Form S-1 Prospectus
-------------------------------------------------------------
Applied Minerals, Inc., amended its Form S-1 registration
statement relating to the offer and sale of:

  * Up to 19,899,733 shares of the Company's common stock with par
    value of $0.001 issuable on conversion of $10.5 million of 10
    percent PIK-Election Convertible Notes due 2023.  The interest
    rate on the PIK Notes is 10 percent per year and at the
    Company's election, interest may be paid in cash or in PIK
    Notes.  Seven million five hundred thousand shares are
    issuable on conversion of the PIK Notes that were issued on
    Aug. 2, 2013, and 375,000 shares are issuable on conversion of
    PIK Notes that have been issued as interest.  If the Company
    issues additional PIK Notes in payment of interest, the number
    of shares will increase, and if the Company makes all the
    interest payments by issuing additional PIK Notes and all the
    PIK Notes remain outstanding until 2023, the additional shares
    issuable on conversion of the PIK Notes issued in payment of
    interest could increase the number of shares to 19,899,733
    shares.  Given the Company's current financial position, it is
    anticipated that for the foreseeable future, the Company will
    pay interest using Notes issued as payment-in-kind interest.

  * 10,000,000 already outstanding shares of Common Stock issued
    on Dec. 22, 2011.

  * The offer and sale by the holders of warrants listed under the
    table "Warrants" in the "Selling Securityholders" section of
    up to 5,000,000 warrants, each of which gives the holder the
    right to purchase 1.0372 shares of Common Stock at $1.9281 per
    share (as the price and the number of shares may be adjusted
    from time to time under antidilution provisions).

  * The sale of up to 5,186,413 shares of the Company's Common
    Stock issuable upon exercise of the Warrants, either by the
    holders of the Warrants to the extent that the Selling
    Securityholders exercise the Warrants or by the Company, to
    the extent the Warrants are not exercised by the Selling
    Securityholders before sale under this prospectus or
    otherwise.

The Company amended the Registration Statement to delay its
effective date.

The Company's Common Stock is quoted on the OTCQB under the symbol
"AMNL."  On March 28, 2014, the closing bid quotation of the
Company's Common Stock was $0.71.  There is no market for the
Warrants and none is expected to develop.

A copy of the Form S-1/A is available for free at:

                       http://is.gd/YpyRpH

                      About Applied Minerals

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

Applied Minerals incurred a net loss of $9.73 million in 2012 as
compared with a net loss of $7.43 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $16.90 million in total
assets, $13.25 million in total liabilities and $3.64 million in
total stockholders' equity.

                         Bankruptcy Warning

"The Company has had to rely mainly on cash flow generated from
the sale of stock and convertible debt to fund its operations.  If
the Company is unable to fund its operations through the
commercialization of its minerals at the Dragon Mine, it may have
to file bankruptcy, as there is no assurance of the foregoing,"
the company said in its annual report for the year ended Dec. 31,
2012.


ASHLEY STEWART: Can Hire Prime Clerk as Administrative Advisor
--------------------------------------------------------------
Ashley Stewart Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Prime Clerk LLC as administrative advisor, nunc pro tunc to the
Petition Date.

As reported in the Troubled Company Reporter on April 7, 2014,
Prime Clerk will, 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;

   c. assist with preparation of the Debtors' schedules of assets
      and liabilities and statements of financial affairs and
      gather data in conjunction therewith.

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, told the Court that prior to the Petition Date, the
Debtors provided Prime Clerk a retainer in the amount of $40,000.
Prime Clerk sought to first apply the retainer to prepetition
invoices and thereafter, to have the retainer replenished to the
original retainer amount, and thereafter, to hold the retainer
under the services agreement during the cases as security for the
payment of fees and expenses incurred under the services
agreement.

Mr. Frishberg assured the Court Prime Clerk is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC are specialty retailers
of apparel and accessories catering to plus-sized women.  They
distribute products through their e-commerce site,
www.ashleystewart.com, and through www.amazon.com.  They 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.
The Hon. Michael B. Kaplan oversees the case.
Ashley Stewart Holdings estimated assets and liabilities of at
least $10 million.  As of the Petition Date, Ashley Stewart
operated 168 stores in 24 states, Washington D.C. and the United
States Virgin Islands, with approximately 1,750 employees.

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.

The Debtor 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 Approves Curtis Mallet-Prevost as Counsel
---------------------------------------------------------------
Ashley Stewart Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Curtis, Mallet-Prevost, Colt & Mosle LLP as counsel.

As reported in the Troubled Company Reporter on April 7, 2014,
Curtis will, among other things:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest; and

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors and representing the Debtors' interests in
      negotiations concerning litigation in which the Debtors are
      or become involved, including objections to claims filed
      against the Debtors' estates.

The hourly rates of the Curtis' personnel are:

         Partners                        $740 - $860
         Counsel                         $635
         Associates                      $305 - $600
         Paraprofessionals               $200 - $235

Curtis has not received compensation for services rendered in the
Chapter 11 cases to date.  Prior to the filing of the cases, the
Debtors paid Curtis $897,586 for (i) services rendered in
connection with representing the Debtors in the ordinary course of
its business and operations; (ii) services related to an attempted
out-of-court restructuring and in connection with preparing for
the Debtors' chapter 11 filing, including preparing first-day
motions, negotiating debtor-in-possession financing, and pursuing
a going concern sale transaction for all or substantially all of
their assets; and (iii) expenses related thereto.

As of the Petition Date, Curtis had incurred fees and expenses in
excess of the amount received from the Debtors prior to the
bankruptcy filing.  As a courtesy to the Debtors, Curtis wrote off
any resulting balance that may have been owed by the Debtors as of
the Petition Date.  Accordingly, as of the Petition Date, the
Debtors did not owe Curtis any amounts for prepetition services
rendered or expenses incurred for any reason.

To the best of the Debtors' knowledge, Curtis is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC are specialty retailers
of apparel and accessories catering to plus-sized women.  They
distribute products through their e-commerce site,
www.ashleystewart.com, and through www.amazon.com.  They 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.
The Hon. Michael B. Kaplan oversees the case.  Ashley Stewart
Holdings estimated assets and liabilities of at least $10 million.
As of the Petition Date, Ashley Stewart operated 168 stores in 24
states, Washington D.C. and the United States Virgin Islands, with
approximately 1,750 employees.

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.

The Debtor 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: Wants Until October 6 to Decide on Leases
---------------------------------------------------------
Ashley Stewart Holdings Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey to extend,
until Oct. 6, 2014, the deadline to assume or reject non-
residential leases of real property.

The Debtors' current deadline will expire on July 8, 2014.

The Debtors say they anticipate that many of their remaining real
property leases after the initial store closings and additional
store closings conclude will be assumed by the Debtors and
assigned to the ultimate purchaser of their assets.

According to papers filed with the Court, the proposed sale
contemplated that there will be a six-month option period where
the prevailing bidder can decide to assume or reject real property
leases.  Requiring the Debtors to assume or reject the real
property leases at this stage of the Chapter 11 Cases, before they
have had an opportunity to determine whether any such real
property leases can be assumed and assigned to a potential
purchaser, may limit the Debtors' ability to maximize the value of
their assets.

A hearing is set for April 22, 2014, at 1:00 p.m., to consider
approval of the Debtors' extension request.

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC are specialty retailers
of apparel and accessories catering to plus-sized women.  They
distribute products through their e-commerce site,
www.ashleystewart.com, and through www.amazon.com.  They 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.
The Hon. Michael B. Kaplan oversees the case.  Ashley Stewart
Holdings estimated assets and liabilities of at least $10 million.
As of the Petition Date, Ashley Stewart operated 168 stores in 24
states, Washington D.C. and the United States Virgin Islands, with
approximately 1,750 employees.

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.

The Debtor 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.


ASR CONSTRUCTORS: Hires Delmar Commercial as Real Estate Broker
---------------------------------------------------------------
ASR Constructors, Inc. asks the U.S. Bankruptcy Court to employ
Delmar Commercial Real Estate Services, Inc., as real estate
broker to assist in the listing, marketing and sale of Another
Meridian Company, LLC's real properties.

Meridian is in the real estate business and owns these three real
properties:

   A. The "Perris Property" consisting of two parcels of vacant
      land located in the city of Perris, County of Riverside,
      CA: Parcel Nos.: 317-270-001 (10.09 acres) and 317-270-012
      (9.66 acres).  In its Schedules, Meridian valued the Perris
      Property at $470,000.  The proposed Broker believes that
      this amount may be low and will be listing the Perris
      Property for sale at $999,000.

   B. The "San Bernardino Property" consisting of two parcels of
      vacant land located in the city of San Bernardino, County
      of San Bernardino, CA: Parcel Nos.: 0142-042-01 (1.889
      acres) and 0269-271-17 (1.3 acres).  In its Schedules,
      Meridian valued the San Bernardino Property at $240,000.
      The proposed Broker believes that this amount may be low
      and will be listing the San Bernardino Property for sale at
      $417,000.

   C. The "Phelan Property" consisting of a single family
      residence located at 3758 Kreuer Rd, Phelan, CA 92371:
      Parcel No.: 3098-051-14 (5 acres).  In its Schedules,
      Meridian valued the Property at $80,363.  The Broker
      believes that this amount may be high and will be listing
      the Phelan Property for sale at $59,000.

Meridian believes that any value for the Phelan Property is with
the land, and not associated with any structures located on the
Phelan Property.  The Phelan Property is being marketed for sale
as vacant land.

The Perris Property, the San Bernardino Property and the Phelan
are each subject to real property taxes owing to the applicable
county treasurer and tax collectors as:

a. The San Bernardino County Treasurer and Tax Collector filed
   a Proof of Claim (Claim 40 on ASR's Claims Register) in the
   amount of $4,237.04 relating to taxes owing on the San
   Bernardino Property and the Phelan Property.

b. The Riverside County Treasurer and Tax Collector has filed a
   Proof of Claim (Claim 1 on Meridian's Claims Register) in the
   amount of $25,481.46, of which approximately $5,741.74 relates
   to the Perris Property.  The balance of Claim 1 will be paid
   upon the closing of the Court approved sale of Meridian's real
   property located at 5230 Wilson Street, Riverside,
   California.

The Properties are each subject to the cross-collateralized lien
in favor Federal Insurance Company, which obligation is cross-
collateralized by liens against the assets of ASR and Inland as
well.  Federal Insurance Company has filed a Proof of Claim in
Meridian's case, Claim 3 on Meridian's case docket, in the total
amount of $171,597,580, asserting that $2,088,363 of the claim is
secured.

The Broker has agreed to advertise the Properties for sale at its
expense, to show the Properties to interested parties, to
represent Meridian as seller in connection with the sale of the
Properties, if necessary, to negotiate with the secured creditors
and to advise Meridian with respect to obtaining the highest and
best offers available in the present market.

The Broker will list the Properties on the MLS for these amounts:

   A. Perris Property will be listed for sale at $999,000

   B. San Bernardino Property will be listed for sale at
      $417,000.

   C. Phelan Property will be listed for sale at $59,000.

In consideration for the Broker's services, it will receive, upon
consummation of any such sale, a real estate agent's commission of
6% of the purchase price for the Perris Property and the San
Bernardino Property and 10% of the purchase price for the Phelan
Property.

The Broker has been informed and understands that no sale of the
Properties may be consummated until after (1) notice to creditors
with the opportunity for a hearing on the proposed sale, and (2)
entry of a Court order approving the sale.

The Broker is aware of the provisions of Bankruptcy Code Section
328(a) and has agreed that the Court may allow compensation
different from the compensation provided if those terms and
conditions prove to have been improvident in light of developments
unanticipated at the time of the fixing of those terms and
conditions.

Robert Jimenez and Steve Wheatley attest that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                     About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  ASR disclosed $17,647,556 in
assets and $18,901,467 in liabilities as of the Chapter 11 filing.
Judge Mark D. Houle presides over the case.  James C Bastian, Jr.,
Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's
counsel.

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.

Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc., -- also filed Chapter 11 petitions.


ASSURED PHARMACY: Incurs $5.5 Million Net Loss in 2013
------------------------------------------------------
Assured Pharmacy, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss applicable to common stock of $5.55 million on $5.19
million of sales for the year ended Dec. 31, 2013, as compared
with a net loss applicable to common stock of $4 million on $5.63
million of sales for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $1.04 million in total
assets, $8.99 million in total liabilities, $2.51 million in
series D redeemable convertible preferred stock and a $10.46
million stockholders' deficit.

BDO USA, 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 has suffered recurring losses from operations and has
a net capital deficiency that 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/pGnh72

                     About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.


AT EMERALD: Can Tap Allan R. Smith as Attorney
----------------------------------------------
AT Emerald LLC sought and obtained permission from the U.S.
Bankruptcy Court to employ the law offices of Alan R. Smith as
attorneys.

The Smith firm will, among other things, provide these services:

     a. render legal advice with respect to the powers and duties
of the Debtor that continues to operate its business and manage
its properties as debtor-in-possession;

     b. negotiate, prepare and file a plan or plans of
reorganization and disclosure statements in connection with such
plan, and otherwise promote the financial rehabilitation of the
Debtor; and

     c. take all necessary action to protect and preserve the
Debtor's bankruptcy estate, including the prosecution of actions
on the Debtor's behalf in connection with this bankruptcy case,
the defense of any actions commenced against the Debtor in
connection with this bankruptcy case, negotiations concerning all
litigation in which the Debtor is or will become involved in
connection with this bankruptcy case, and the evaluation and
objection to claims filed against the estate.

The firm's rates are:

   Professional                     Rates
   ------------                     -----
   Alan R. Smith, Esq.              $500/hr
   Holly E. Estes, Esq.             $300/hr
   Peggy L. Turk                    $210/hr
   Debra L. Goss                    $150/hr
   Para professional                $130/hr

The Debtor paid the law offices of Alan R. Smith an advance
retainer of $5,000,000 for bankruptcy advice, and ultimately
commencement and prosecution of this case.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         Alan R. Smith, Esq.
         LAW OFFICES OF ALAN R. SMITH
         505 Ridge Street
         Reno, NV 89501
         Tel: (775) 786-4579
         Fax: (775) 786-3066
         E-mail: mail@asmithlaw.com

                         About AT Emerald

AT Emerald LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-50331) on March 4, 2014, in Reno, Nevada.  The
Washoe, Nevada-based company disclosed $200 million in assets and
less than $541,000 in liabilities.  The company has no real
property.  Its lone major asset is one emerald valued at $200
million, which is categorized under furs and jewelry.

Bankruptcy Judge Bruce T. Beesley is assigned to the case.

The Debtor is represented by the law offices of Alan R. Smith in
Reno.

Anthony Thomas, the managing member, owns 100% of the company's
stock.


ATEBA RESOURCES: Receives Notice of Default on Property Option
--------------------------------------------------------------
Ateba Resources Inc. on April 11 disclosed that the Company has
received a Notice of Default on its Ashley I and II options which
form part of its Larder Lake Group. In this Notice Ateba is
advised of a failure to make certain option payments both in cash
and unit issuance.  Negotiations are underway to make a revised
agreement satisfactory to both Ateba and Ashley.

Headquartered in Toronto, Canada, Ateba Resources Inc. is a junior
exploration company engaged in the acquisition and exploration of
mineral properties with interests in both gold and uranium and
seeking other opportunities.  The Company has been involved in
ongoing exploration activities on the Larder Lake Group Property.


ATWATER PUBLIC: S&P Revises Outlook on 'BB+' Rating to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its
'BB+' underlying rating (SPUR) on Atwater Public Financing
Authority, Calif.'s wastewater revenue bonds, issued for Atwater,
to positive from negative.

The outlook revision reflects Standard & Poor's assessment of the
city's recent revenue-raising enhancements, including an
additional electorate-approved half-cent sales tax and sizable
multiyear water and sanitation rate increases Standard & Poor's
believes will likely result in structurally balanced operations in
the general, water, and sanitation funds in fiscal 2014.  In the
past, these funds have relied on borrowing from the wastewater
fund for support.

The rating service also affirmed its 'BB+' SPUR on the authority's
wastewater revenue bonds, issued for the city.

"We believe that it will likely take years for the city to reverse
currently negative unrestricted fund balances in the general,
water, and sanitation funds and that this will likely result in
deferred capital maintenance.  Although city officials have taken
steps to raise revenue, we believe the measures do not yet
adequately address the full repayment of money borrowed from the
wastewater fund," said Standard & Poor's credit analyst Scott
Sagen.  "If these three funds were fully self-supporting and not
reliant on the wastewater system for working capital, and if they
were to begin to improve current negative unrestricted fund
balances, we could raise the rating into the 'BBB' rating category
within the outlook's two-year period."

The city is obligated to make installment payments to the
authority, under its installment sale agreement, from its gross
wastewater system revenue for debt repayment.


AXION INTERNATIONAL: Delays 2013 Form 10-K
------------------------------------------
Axion International Holdings, Inc., 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.

On Nov. 15, 2013, Axion International acquired the assets of Y
City Recycling, LLC.  As a result of this acquisition, the Company
moved its executive offices from New Providence, New Jersey, to
Zanesville, Ohio.  This acquisition also required the company to
integrate its accounting and other systems with those of Y City
Recycling.  In addition, the Company has experienced delays in
establishing the fair market value of the assets it acquired.
These reasons have delayed the Company's ability to file its Form
10-K within the prescribed time.

                     About Axion International

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

Axion International incurred a net loss of $5.43 million in 2012,
following a net loss of $10.96 million in 2011.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.


BARRACK'S ROW: Bankruptcy Halts Ex-Owners From Reclaiming Stake
---------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
during a hearing held April 2 at the Washington, D.C., bankruptcy
court, lawyers for Barrack's Row Entertainment said Chapter 11
would protect the company while its leaders negotiate to lower the
debt owed to the former owners.  The report said the restaurant
chain's investors owe more than $9 million to D.C. restaurateur
Xavier Cervera and his partners who sold the restaurants to them
in late 2012.  Mr. Cervera and other investors who sold the
restaurants agreed to be paid over time, and the next payment came
due April 1.  According to the report, the company's lawyer told
Bankruptcy Judge S. Martin Teel Jr. that the sellers could have
"taken back their membership interests" in the restaurants once
the new owners missed a payment.  The Chapter 11 filing prevents
the former owners from doing that.

WSJ reported that at the April 2 hearing, Judge Teel gave the
company permission to continue paying its roughly 200 workers.

Barracks Row Ent Group LLC and nine of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D.D.C. Case Nos.
14-00167 to 14-00176) on March 28, 2014.  The Debtors estimated
assets of $500,000 to $1 million and liabilities of $1 million to
$10 million.  Yumkas, Vidmar & Sweeney, LLC, serves as the
Debtors' counsel.  Steyer Lowenthal Boodbrookas Alvarez & Smith
LLP is the Debtors' special litigation counsel.  Judge Martin S.
Teel, Jr., presides over the case.

Eight restaurants were placed in Chapter 11 bankruptcy: Park
Tavern, Boxcar Tavern, Lola's Barracks Bar & Grill, Molly
Malone's, Pacifico Cantina, Senart's Oyster House and the
Chesapeake Room.  The yet-to-be opened Willie's Brew and 'Que, a
barbecue-themed sports bar, were also placed in bankruptcy.


BASIC SPORTS: Personal Property to Be Auctioned Off April 22
------------------------------------------------------------
A public sale will be conducted of the personal and fixture
property, including all accounts, inventory, general intangibles
(including intellectual property and deposit accounts), investment
property and other property of Basic Sports Apparel, Inc., on
April 22, 2014, at 11:00 a.m., Central Time (Daylight Savings
Time), at the offices of Holland & Knight LLP, 200 Crescent Court,
Ste. 1600, Dallas, Texas 75201.

This sale is being held to enforce the rights of First Community
Financial, a division of Pacific Western Bank, pursuant to an
Accounts Receivable and Inventory Security Agreement dated
February 18, 2011, among Basic and FCF.

The Collateral will be sold to the highest bidder for cash, or
outstanding indebtedness in lieu of cash.

To be a qualified bidder, a prospective bidder must contact the
FCF's counsel at the email address set forth below on or before
5:00 p.m. (CDT) on April 17, 2014, providing current contact
information and such adequate assurances of bidder's ability to
perform as the FCF may reasonably request.

Any prospective bidder must enter into a confidentiality agreement
with FCF to be eligible to receive any due diligence materials
concerning the Collateral.  The highest bidder will be required to
deposit the full amount of the bid price in escrow with Holland &
Knight LLP by way of a bank wire that is received by Holland &
Knight LLP, no later than April 22, 2014, at 5:00 p.m., Central
Time (Daylight Savings Time).  FCF makes no representations as to
the Collateral. All sales will be without recourse or warranty.

Interested parties who would like additional information regarding
the Collateral, the sale, or the relevant documents concerning the
Collateral should contact the attorney for FCF:

     Brent R. McIlwain, Esq.
     HOLLAND & KNIGHT LLP
     200 Crescent Court, Ste. 1600
     Dallas, TX 75201
     Tel: (214) 964-9500
     Fax: (214) 964-9501
     E-mail: brent.mcilwain@hklaw.com


BAY AREA FIN'L: May 14 Hearing on Adequacy of Plan Outline
----------------------------------------------------------
Bay Area Financial Corporation submitted to the U.S. Bankruptcy
Court for the Central District of California a Disclosure
Statement explaining its "Plan of Reorganization/Liquidation".

The Debtor proposes an approval hearing on May 14, 2014, at
10:00 a.m.

According to Sanford L. Frey, Esq., at Creim Macias Koenig & Frey
LLP, on behalf of the Debtor, said that under the Plan, Class 1
consists of secured tax claims, which consists primarily of claims
of property taxes on the various real estate parcels owned by the
Debtor.  Class 2 is a secured claim of Residential Credit
Solutions, which holds a senior secured lien against the Ostin
Property, which property is now owned by the Debtor.  Class 3 is a
general class created for secured claims against any additional
real estate that the Debtor acquires through foreclosure prior to
confirmation of the Plan.

Commercial Paper Account Holders are treated in one or more of
four classes, i.e. Classes 4, 5, 6 and 7.  Class 8 is the existing
shareholders who will receive no distribution under the Plan on
account of their shares of stock.

The sources of all distributions and payments under the Plan will
be, among others:

   1. available cash;

   2. net sale proceeds of the real estate assets; and

   3. plan reserves;

The Plan also provides that once the liquidation Debtor has sold
the assets and real estate assets, the Plan Administrator has
fully performed its duties and made all distributions under the
Plan, Bay Area may be dissolved for all purposes.

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

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

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.  The Debtor disclosed $15,248,851 in
assets and $21,239,663 in liabilities as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  Shulman
Hodges & Bastian LLP as general counsel of the Committee.


BAY AREA FIN'L: Can Hire Keller Williams as Sales Agent
-------------------------------------------------------
Bankruptcy Judge Thomas Donahue authorized Bay Area Financial
Corporation to employ Lisa Gutman of Keller Williams Estates
Properties Calabasas as agent.

As reported in the Troubled Company Reporter on Feb. 3, 2014,
the Debtor wanted Keller Williams to be under the exclusive
authorization and right to sell the Debtor's property located at
5734 Ostin Ave, Woodland Hills, California 91367.

The Debtor required Keller Williams to:

   (a) order, analyze and prepare the documentation necessary to
       place the subject Property in proper position to be listed
       and advertised for sale;

   (b) list the Property with the most propitious listing
       services available, responding to inquiries of purchase,
       and soliciting reasonable offers for purchase;

   (c) convey all reasonable offers of purchase to the Debtor,
       subject to the Debtor's approval, and confirm acceptance
       of the best offer; and

   (d) cause to be prepared on behalf of the Debtor and submitted
       to escrow, any and all documents requiring the endorsement
       of the Debtor to consummate a sale of the Property.

Keller Williams agreed to be employed on commission basis, with
commission not to exceed, collectively, 5% of the gross selling
price of the Property, or such other compensation as fixed by this
Court upon notice and a hearing.  The period of employment of
Agents shall not exceed 6 months.

Ms. Gutman assured the Court that Keller Williams 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.

Keller Williams can be reached at:

       Lisa Gutman
       KELLER WILLIAMS ESTATES PROPERTIES CALABASAS
       23975 Park Sorrento, Suite 110
       Calabasas, CA 91302
       Tel: (818) 535-0862
       E-mail: Lisagutman@aol.com

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  Shulman
Hodges & Bastian LLP as general counsel of the Committee.


BAY AREA FIN'L: Court Okays Creim Macias as Ch. 11 Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Bay Area Financial Corporation to employ Creim Macias
Koenig & Frey, LLP as Chapter 11 counsel, nunc pro tunc to Dec. 9,
2013.

As reported in the Troubled Company Reporter on Jan. 20, 2014,
the Debtor required Creim Macias to:

   (a) advise the Debtor with regard to the requirements of the
       Bankruptcy Court, Bankruptcy Code, Federal Rules of
       Bankruptcy Procedure, Local Bankruptcy Rules, and the
       Office of the U.S. Trustee as they pertain to the Debtor;

   (b) advise the Debtor with regard to certain rights and
       remedies of its bankruptcy estate and the rights, claims
       and interests of creditors;

   (c) assist the Debtor with the negotiation, documentation and
       any necessary Court approval of transactions disposing of
       property of the estate;

   (d) represent the Debtor in any proceeding or hearing in the
       Bankruptcy Court involving the estate unless the Debtor is
       represented in such proceeding or hearing by other special
       counsel;

   (e) conduct examinations of witnesses, claimants or adverse
       parties and representing the Debtor in any adversary
       proceeding except to the extent that any such adversary
       proceeding is in an area outside Creim Macias' expertise
       or which is beyond Creim Macias' staffing capabilities;

   (f) prepare and assist the Debtor in the preparation of
       reports, applications, pleadings and orders including, but
       not limited to, applications to employ professionals,
       interim statements and operating reports, initial filing
       requirements, schedules and statement of financial
       affairs, financing pleadings and pleadings with respect to
       the Debtor's use, sale or lease of property outside the
       ordinary course of business;

   (g) assist the Debtor in the negotiation, formulation,
       preparation and confirmation of a plan of
       reorganization/liquidation and the preparation and
       approval of a disclosure statement in respect of the
       Plan; and

   (h) perform any other services which may be appropriate in
       Creim Macias' representation of the Debtor during the
       Debtor's bankruptcy case.

Creim Macias will be paid at these hourly rates:

       Partners and Of Counsel
       -----------------------
       Sandford L. Frey                $595
       Stuart I. Koenig                $595
       Richard C. Macias               $595
       William B. Creim                $595

       Associates, Law Clerks and Paralegals
       -------------------------------------
       Kim R. Gundlach                 $350
       Marta C. Wade                   $275
       Kelli Nielsen                   $175

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

In connection with its pre-petition services, Creim Macias
received the pre-petition retainer from the Debtor in the amount
of $61,467.  Creim Macias' billing department verified that Creim
Macias provided legal services to the Debtor for the immediate
billing period prior to the filing of the Chapter 11 petition in
the amount of $31,467, which Creim Macias drew down from the pre-
petition retainer.  From the pre-petition retainer, the amount of
$1,213 was also used for the filing fees for this case.  As of the
petition date, after deducting the forgoing amounts, the balance
on the Chapter 11 retainer was $28,787.

Sandfordd L. Frey, partner of Creim Macias, 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.

Creim Macias can be reached at:

       Sandford L. Frey, Esq.
       CREIM MACIAS KOENIG & FREY LLP
       633 West Fifth Street, 51st Floor
       Los Angeles, CA 90071
       Tel: (213) 614-1944
       Fax: (212) 614-1961
       E-mail: sfrey@cmkllp.com

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors. Shulman
Hodges & Bastian LLP as general counsel of the Committee.


BETSEY JOHNSON: Seeks to Sell Interchange Suit Claim for $85,000
----------------------------------------------------------------
Betsey Johnson LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to approve a private sale to Bowery
Opportunity Fund, L.P., of the Debtor's claims in the so-called
interchange fee litigation against MasterCard International
Incorporated and Visa U.S.A. Inc., free and clear of all liens,
claims, encumbrances and interests.

On Oct. 20, 2005, a class action case against Visa and MasterCard
styled In re: Payment Card Interchange Fee and Merchant-Discount
Antitrust Litigation, Case No. 1:05-md-01720-JG-JO, was initiated
in the U.S. District Court for the Eastern District of New York.
The Interchange Litigation plaintiffs allege, among other things,
that the Defendants conspired to unlawfully fix the price of
"interchange fees" and other fees charged to merchants for
transactions that were processed through the Visa and MasterCard
networks.

On Dec. 13, 2013, the EDNY approved a settlement agreement in the
Interchange Litigation, which established, among other things, a
$6.05 billion settlement fund, which will be reduced by up to 25%
to account for merchants who excluded themselves from the
settlement.  Merchants who paid interchange fees to the Defendants
between Jan. 1, 2004, and Nov. 28, 2012, which includes the
Debtor, may be eligible to receive a payment from this Settlement
Fund.  As a result of the Settlement, assuming it is not
successfully appealed, no class will be certified in the
Interchange Litigation.

The asset purchase agreement between the Debtor and Bowery
provides that Bowery will purchase the asset for $85,000.

The Official Committee of Unsecured Creditors supports approval of
the sale.

                       About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

The Debtor tapped the law firm of Goulston & Storrs, as counsel;
Togut, Segal & Segal, LLP, as co-counsel; and Donlin Recano &
Company as claims and notice agent.  The petition was signed by
Jonathan Friedman, chief financial officer.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid will bring the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off its debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.

Judge Robert E. Grosman has scheduled a confirmation hearing on
Betsey Johnson LLC's Chapter 11 plan of liquidation to commence on
April 8, 2014, at 10:00 a.m. (Prevailing Eastern Time).  The judge
set April 1, 2014, at 5:00 p.m., as the deadline for submitting
objections to confirmation of the Plan.


BIOFUELS POWER: Delays Form 10-K for 2013
-----------------------------------------
Biofuels Power Corporation 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 period
ended Dec. 31, 2013.  The Company said its financial statements
for the year ended Dec. 31, 2013, are not yet ready for
distribution as a result of recent measures the Company has taken
with regard to its long-term agreements which may affect
subsequent events footnotes.

                           Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.

Biofuels Power disclosed net income of $342,456 on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$1.28 million on $0 of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.21
million in total assets, $5.91 million in total liabilities and a
$4.70 million total stockholders' deficit.

Clay Thomas, P.C., in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


CATASYS INC: Incurs $4.7 Million Net Loss in 2013
-------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
of $4.67 million on $866,000 of total revenues for the 12 months
ended Dec. 31, 2013, as compared with a net loss of $11.64 million
on $541,000 of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2013, shows $2.62 million
in total assets, $20.66 million in total liabiities and a $18.04
million total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[W]e currently expend cash at a rate of approximately $500,000
per month, excluding non-current accrued liability payments.  We
also anticipate cash inflow to increase during 2014 as we continue
to service our executed contracts.  We expect our current cash
resources to cover expenses into June 2014; however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  We are in need of additional capital and while we are
currently in discussions with our existing stockholders regarding
additional financing there is no assurance that additional capital
can be raised in an amount which is sufficient for us or on terms
favorable to us and our stockholders, if at all.  If we do not
obtain additional capital, there is a significant doubt as to
whether we can continue to operate as a going concern and we will
need to curtail or cease operations or seek bankruptcy relief.  If
we discontinue operations, we may not have sufficient funds to pay
any amounts to stockholders," the Company said in the Annual
Report.

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

                        http://is.gd/wjbq95

                         About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.


CHESAPEAKE ENERGY: S&P Assigns 'BB-' Rating to $3BB Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating and '3' recovery rating to Oklahoma City,
Okla.-based oil and gas exploration and production (E&P) company
Chesapeake Energy Corp.'s proposed $3 billion senior unsecured
notes.  The notes are to be issued in three series, with
maturities in 2019, 2022, and 2026.  S&P's '3' recovery rating on
this debt indicates its expectation for a meaningful (50% to 70%)
recovery in the event of a default.  The 'BB-' corporate credit
rating on Chesapeake Energy remains unchanged.  The outlook is
positive.

The company plans to use proceeds from the offering to repay
existing borrowings, including debt for which it plans to initiate
a tender offering.  S&P believes that completion of the planned
refinancings would benefit Chesapeake's debt profile, by extending
maturities and lowering borrowing costs.

S&P's ratings on Chesapeake Energy reflect its "satisfactory"
business risk and "aggressive" financial risk profile assessments
on the company.  Chesapeake Energy is among the largest E&P
companies in the world.  It operates in a number of the most
productive U.S. basins, and its cost position is benefiting from
various initiatives to improve operating efficiency.  Its
production remains weighted toward natural gas -- pricing of which
remains relatively depressed -- but it has been meeting with
success in boosting its production of oil and natural gas liquids.

Chesapeake Energy's cash flow to leverage is aggressive, owing to
past growth-related investment that substantially exceeded
internal cash flow.  Over the past year, the company has brought
capital spending more closely in line with operating cash flow,
and management has articulated an objective of reducing debt
substantially, in part through using the proceeds of planned asset
sales.

Standard & Poor's rating outlook on Chesapeake Energy Corp. is
positive.  The rating could be raised within the next year if S&P
came to expect that debt reduction through asset sales would be
sufficient for the company to sustain debt to EBITDA of less than
3x.  Based on S&P's current expectations for oil and gas prices
and Chesapeake's production levels and operating costs, this
likely would entail debt reduction of at least several billion
dollars.  Over a longer timeframe, the rating could also be raised
if Chesapeake demonstrated further progress in improving its
operating efficiency.  On the other hand, S&P could revise the
outlook to stable if it came to expect that significant
deleveraging would not be forthcoming, given some combination of a
failure to complete asset sales, operating setbacks, or a growth
strategy that was more aggressive than S&P now anticipates.

Ratings List

Chesapeake Energy Corp.
Corporate Credit Rating                       BB-/Positive/--

New Rating
Chesapeake Energy Corp.
  $3 bil senior unsecured notes                BB-
   Recovery Rating                             3


COLDWATER CREEK: Plans Hilco/Gordon-Led Auction on May 1
--------------------------------------------------------
To liquidate their business as expeditiously as possible,
Coldwater Creek Inc., et al., intend to conduct chain-wide store
closing sales through the retention of a professional liquidator.

The Debtors believe that commencing store closing sales prior to
the Mother's Day weekend, which historically is a peak sales time
for the Debtors, will maximize value for the Debtors' estates
while minimizing the administrative expenses incurred in the
chapter 11 cases.


Pursuant to their postpetition financing agreement and the plan
support agreement, the Debtors have agreed to commence the store
closing sales no later than May 8, 2014.

Prepetition, the Debtors, in consultation with their secured
lenders, solicited bids from seven liquidators.  The Debtors and
their advisors then ran a process to identify the highest and best
bid that would also be willing to serve as the stalking horse
bidder, subject to a subsequent auction process.  The joint
venture comprised of Hilco Merchant Resources, LLC and Gordon
Brothers Retail Partners, LLC, provided the best offer thus far.

Unless outbid at an auction, the Hilco/Gordon JV will serve as the
Debtors' exclusive agent to (a) sell all of the merchandise
located at all of the Debtors' retail locations and, if requested
by the JV, through catalog and e-commerce platforms and (b)
dispose of any owned fixtures, furnishings and equipment in the
Debtors' retail locations, distribution center, call center and
corporate offices.

The JV will commence the store closing sales on or prior to May 8,
2014 and expects to end the store closing sales on or about
Aug. 31, 2014.  The JV will operate no more than 100 stores after
July 31, 2014.  The JV will guarantee the Debtors' receipt of 97%
(subject to certain potential adjustments) of the cost value of
the merchandise included in the sale.  The cost value of such
merchandise is estimated to be between $90 million and $100
million.  To the extent that proceeds exceed the sum of the
guaranteed amount and expenses of the Sale, all remaining proceeds
shall be paid first to pay the agency fee and next will be shared
with 50% going to the Debtors and 50% going to the stalking horse.
The JV will receive as a fee 8.5% of the aggregate cost value of
the merchandise.

Given the desire to wind-down the Debtors' business expeditiously
and minimize administrative expenses, on the one hand, and their
desire to ensure a fair and transparent opportunity for all
potentially interested parties to participate in the sale process,
on the other hand, the Debtors and their advisors will seek to
hold an auction in May.  The Debtors propose these timeline:

                                         Date
                                         ----
      Bid Procedures Hearing           April 23, 2014

      Submission Deadline for
      Materials to Become
      Qualified Bidder                 April 28, 2014

      Submission Deadline
      for Qualified Bids               April 28, 2014

      Auction                          May 1, 2014

      Store Closing Approval
      Hearing                          May 6, 2014

      Consummation of Sale             May 6, 2014



The Debtors accordingly ask the Bankruptcy Court for authority to
enter into the Agency Agreement, dated as of April 11, 2014, with
the joint venture comprised of Hilco and Gordon Brothers, and
approve the proposed bidding procedures.

The Debtors also request authority to pay the Hilco/Gordon JV a
break up fee (equal to 1.5% of the guaranteed amount) and provide
for an expense reimbursement that will be payable to the JV in the
event of an alternative transaction (whether with another party
serving as liquidating agent, as a going concern buyer, or
otherwise).

The Debtors are requesting an April 22 deadline for filing
objections and April 23 hearing for the bidding procedures.

                      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.


COLDWATER CREEK: Rejecting Groupon Merchant Contract
----------------------------------------------------
Coldwater Creek Inc., et al., are asking a bankruptcy judge in
Delaware to approve the rejection of a Groupon Merchant Agreement
with Groupon, Inc., nunc pro tunc to the Petition Date.

The Debtors have determined that their estates would be best
served by avoiding the burdens associated with the Debtors'
continued performance under the Contract, which was entered into
by and between Debtor CWC Rewards Inc. and Groupon on Nov. 15,
2013, for the provision of general promotional advertising and
marketing services.  Because the Debtors are seeking to liquidate
their business as expeditiously as possible, these services are no
longer necessary.

                      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.


COLDWATER CREEK: Proposes Prime Clerk as Claims Agent
-----------------------------------------------------
Coldwater Creek Inc., et al., ask the Bankruptcy Court for
approval to employ Prime Clerk LLC as claims and noticing agent in
the chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
20,000 entities to be noticed in the chapter 11 cases.

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Senior Case Manager              $210
     Case Manager                     $180
     Analyst                          $150
     Technology Consultant            $135
     Clerk                             $45

For the firm's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Director of Solicitation         $235
     Solicitation Analyst             $210

The firm will charge $0.10 per page for printing, $0.10 per page
for fax noticing and no charge for e-mail noticing.  Hosting of
the case Web site is free of charge and on-line claim filing
services are free of charge.  For data administration and
management, the firm will charge $0.10 per record per month for
data storage, maintenance and security.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $5,000.

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: swaisman@primeclerk.com

                      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.


COMMUNITY HOME: Miss. Man Indicted In $9 Million Bankruptcy Fraud
-----------------------------------------------------------------
Jeff Amy, writing for The Associated Press, reported that a
Jackson, Mississippi man was indicted on charges that he defrauded
his bankrupt business of more than $9 million.

According to the report, William "Butch" Dickson faces charges in
U.S. District Court in Jackson.  The 58-year-old is being held
without bond in Mississippi, and a court appearance has been set.

Federal prosecutors say that after Dickson's company, Community
Home Financial Services, filed for Chapter 11 bankruptcy
protection, he wired nearly $9.1 million from company accounts to
a bank in Panama, the AP related.  Prosecutors say he also sent
mortgage checks the company had collected to Central America.

Prosecutors said Dickson was expelled from Panama on March 12,
arrested on his return to the United States, and ordered held
without bond by a U.S. magistrate judge in Miami, the AP report
further related.

The indictment charges Dickson with six counts of bankruptcy
fraud, six counts of bank fraud and five counts of wire fraud, the
report said.  He could face decades in prison and millions of
dollars in fines. Prosecutors also want him to forfeit the money
in question.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.


CORNERSTONE HOMES: Place and Arnold Okayed as Trustee's Counsel
---------------------------------------------------------------
The Bankruptcy Court authorized Michael H. Arnold, Chapter 11
trustee for Cornerstone Homes, Inc., to employ the firm of Place
and Arnold as his counsel.

Mr. Arnold is a partner at Place and Arnold, 27 Pleasant Street,
Fairport, New York City.

Place and Arnold is expected to assist the Chapter 11 trustee to
sell parcels of real property.  In addition, Place and Arnold will
assist the trustee in the filing of motions, responding to motions
by various parties in interest, dealing with claims objections,
appearances related to the motions and objections and similar
legal services.

According to the Chapter 11 trustee, his firm will charge a
maximum hourly rate of $295.  However simple residential real
estate closings, without any complications, will be completed at a
flat rate of $500 per parcel.  Place and Arnold will also be
reimbursed for any necessary expenses.

To the best of the Chapter 11 trustee's knowledge, Place and
Arnold does not have interest materially adverse to the bankruptcy
estate.

                    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.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure
Statement on Jan. 3, 2014.  The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy.  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 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.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to
appoint a Chapter 11 trustee to replace management.  The Court
approved the appointment of Michael H. Arnold, Esq., as Chapter 11
trustee.  He is represented by his law firm, Place and Arnold as
his counsel.


CORNERSTONE HOMES: Ch.11 Trustee Can Hire Bailey as Accountant
--------------------------------------------------------------
The Hon. Paul R. Warren of the U.S. Bankruptcy Court for the
Western District of New York authorized Michael H. Arnold, the
Chapter 11 trustee for the bankruptcy case of Cornerstone Homes
Inc., to employ Bailey, Carr & Co. as its accountant.

The Chapter 11 Trustee said it may need the assistance of an
accountant to examine the books of the Debtor, help in the
preparation of monthly operating reports and possibly provide
additional forensic accounting services related to the Debtor's
prior accounting practices.

The Chapter 11 Trustee assured the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                    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.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure
Statement on Jan. 3, 2014.  The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy.  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 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.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to
appoint a Chapter 11 trustee to replace management.  The Court
approved the appointment of Michael H. Arnold, Esq., as the
Chapter 11 trustee.  He is represented by his law firm, Place and
Arnold as his counsel.


CORNERSTONE HOMES: Panel Can Hire Getzler as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized the Official Committee of Unsecured Creditors of
Cornerstone Homes, Inc., to retain Getzler Henrich & Associates
LLC as financial advisor, nunc pro tunc to Dec. 13, 2013.

As reported in the Troubled Company Reporter on Jan. 2, 2014,
the Committee required Getzler Henrich to:

   (a) review all financial information prepared by Debtor or its
       accountants and financial advisors, if any, as requested
       by the Committee, including but not limited to, a review
       of the Debtor's current and prior years' audited financial
       statements and tax returns, showing in detail all assets
       and liabilities, priority and secured creditors, and the
       movement of assets and liabilities;

   (b) review and comment on the Debtor's activities regarding
       cash expenditures and projected cash requirements,
       including reviewing the Debtor's periodic operating and
       cash flow statements;

   (c) analyze the business and transactions between the Debtor
       and its affiliates and insiders;

   (d) review the Debtor's books and records for related party
       transactions, potential preferences, fraudulent
       conveyances, and other possible sources of recovery;

   (e) investigate the prepetition acts, conduct, property,
       liabilities, and financial condition of the Debtor,
       including the Debtor's operation of its business;

   (f) review and analyze proposed transactions, including the
       sale of assets, for which the Debtor seeks court approval;

   (g) assist the Committee's counsel in monitoring Debtor's
       litigation activity, economic impact, and proposed
       resolutions thereof;

   (h) review any plans of reorganization suggested or proposed
       by the Debtor;

   (i) attend hearings, meetings of the Committee, Debtor, other
       creditors, and their respective advisors, if required; and

   (j) perform other analyses as requested and deemed necessary
       by the Committee and the Committee's counsel.

For its professional services, Getzler Henrich has voluntarily
discounted its standard billing rates by approximately 28%, with
the hourly rates for Mr. Furman and Ms. Kaufman being reduced to
$385 per hour.  The hourly rates for the professionals working on
this matter are based on each person's level of expertise and
experience.  As set forth in the Engagement Letter, Getzler
Henrich's blended rate for this matter will not exceed $290 per
hour.

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

Peter A. Furman, managing director of Getzler Henrich, 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.

Getzler Henrich can be reached at:

       Peter A. Furman
       GETZLER HENRICH & ASSOCIATES LLC
       295 Madison Ave, 20th Floor
       New York, NY 10017
       Tel: (212) 697-2400
       E-mail: pfurman@getzlerhenrich.com

                    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.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure
Statement on Jan. 3, 2014.  The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy.  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 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.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to
appoint a Chapter 11 trustee to replace management.  The Court
approved the appointment of Michael H. Arnold, Esq., as the
Chapter 11 trustee.  He is represented by his law firm, Place and
Arnold as his counsel.


COVIS PHARMA: Moody's Affirms 'B3' CFR & Alters Outlook to Pos.
---------------------------------------------------------------
Moody's Investors Service affirmed Covis Pharma Holdings
S.a.r.l.'s B3 Corporate Family Rating, Probability of Default
Rating and bank facility. At the same time, Moody's revised Covis'
rating outlook to positive from stable.

Ratings affirmed:

Covis Pharma Holdings S.a.r.l.

  B3 Corporate Family Rating

  B3-PD Probability of Default Rating

  B3 (LGD4, 50%) senior secured term loan

  B3 (LGD4, 50%) senior secured revolving credit facility

The outlook change reflects successful integration of products
acquired from Sanofi in 2013, and potential cash flow expansion
from the Lanoxin franchise.

Ratings Rationale

The B3 rating of Covis Pharma Holdings S.a r.l. reflects its
extremely small scale in the U.S. pharmaceutical market, with less
than $100 million of 2013 revenue. The rating also reflects
expectations of high concentration in its top 3 products at over
65% in 2013 and likely to be above 60% in 2014. Revenues are
geographically concentrated within the US market, in which Covis
owns exclusive distribution rights to its products. Many products
in Covis' portfolio are not promoted and generally face declining
volume trends. Covis will pursue price optimization on certain
products, but these actions will be partially offset by additional
volume pressure. Covis also does limited product development. That
said, Covis faces substantial upside opportunity in Lanoxin, a
cardiovascular product. Covis recently launched new dosages in a
branded version with a cardio focused sales force, and has also
launched an authorized generic in the older doses. Success in
these launches could significantly improve Covis' EBITDA and cash
flow, providing opportunities for deleveraging or business
development.

Covis has very high operating margins and net profit margins are
very high, owing to a limited expense base and low tax rate. A
significant portion of its EBITDA as a result converts to free
cash flow. Moody's expect Covis' growing cash balance and strong
cash flow will be used mostly to fund acquisitions and debt
repayment, although special dividends cannot be ruled out.
Debt/EBITDA of 2.6 times as of December 31, 2013 (using Moody's
adjustments) provides flexibility for such initiatives at the
current rating level. Business development could be credit-
positive by improving the company's scale and diversity, but the
full impact on the credit profile will also depend on the degree
of leverage used to fund any acquisitions.

The rating outlook is positive, reflecting the potentially
significant EBITDA and cash flow expansion from the new Lanoxin
product launches. The ratings could be upgraded if new launches in
the Lanoxin franchise are successful and if Covis sustains
debt/EBITDA below 4.0 times while improving its scale and
diversity. Conversely, the ratings could be downgraded if the
company faces a material operating issue affecting core products,
or faces any significant deterioration in its liquidity profile.

Covis Pharma Holdings S.a r.l. is a privately-held specialty
pharmaceutical company offering products sold in the US
pharmaceutical market. Covis reported net sales of approximately
$93 million in 2013, including approximately nine months of sales
for products acquired from Sanofi in March 2013. Covis is
majority-owned by Cerberus Capital Management.


CUI GLOBAL: Incurs $1.7 Million Net Loss in 2013
------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
allocable to common stockholders of $1.75 million on $60.65
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss allocable to common stockholders of $2.52
million on $41.08 million of total revenue for the year ended
Dec. 31, 2012.  CUI Global incured a net loss allocable to common
stockholders of $48,763 in 2011.

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

                          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.


D & L ENERGY: Court Approves Epiq as Administrative Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized D & L Energy Inc. and its debtor-affiliates to employ
Epiq Bankruptcy Solutions LLC as their administrative advisor.

The firm's claims and noticing rates:

   clerical/administrative support          $35-$50
   case manager                             $60-$95
   IT/Programming                           $80-$150
   Senior Case Manager                      $100-$140
   Director of Case Management              $150-$225
   Case Analyst                             $75-$125
   Consultant/Senior Consultant             $160-$195
   Director/Vice President Consulting       $250
   Communications Counselor                 $295
   Executive Vice President                 $325

Benjamin L. Schneider of Epiq Bankruptcy Solutions LLC assured the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.

Resource Land Holdings emerged as the winning bidder for the
substantially all of the Debtor's assets.  Resource Land offered
to buy the assets for $20.4 million.


D & L ENERGY: Committee Can Hire David Wehrle as Fin'l Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized the Official Committee of Unsecured Creditors for the
Chapter 11 case of D & L Energy Inc. and its debtor-affiliates to
retain David Wehrle of BBP Partners LLC, as its financial advisor.

The Committee expected Mr. Wehrle to:

   a) review and analyze the Debtors' historical financial
      results and future projections, and assisting the Committee
      in assessing the Debtors' current financial condition;

   b) analyze the financial ramifications of proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval including, but not limited to, assumption and
      assignment of executory contracts, sale of Debtors' assets,
      and any plan of reorganization;

   c) advise the Committee regarding strategic options available
      for the Debtors' business operations and assets;

   d) review and evaluate asset sale proposals and any plan of
      reorganization filed by the Debtors;

   e) review, analyze and investigate potential fraudulent
      transfer claims and other causes of action that the
      Committee may have against Debtors and other parties in
      interest;

   f) attend and advise at meetings with the Committee, its
      counsel and representatives of the Debtors; and

   g) provide such other financial advisory services as may be
      requested by the Committee and agreed upon by Mr. Wehrle.

Mr. Wehrle will be paid $300 per hour for services rendered.

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

Mr. Wehrle may be reached at:

     David Wehrle
     BBP Partners
     Eaton Center
     1111 Superior Ave., Suite 1111
     Cleveland, OH 44114
     Tel: (216) 771-1250
     E-mail: dwehrle@bbppartners.com

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

D&L disclosed in its amended schedules, $40,615,677 in assets and
$6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.

Resource Land Holdings emerged as the winning bidder for the
substantially all of the Debtor's assets.  Resource Land offered
to buy the assets for $20.4 million.


D & L ENERGY: Panel Gets Court Approval to Hire Roetzel & Andress
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized the Official Committee of Unsecured Creditors for the
Chapter 11 case of D & L Energy Inc. and its debtor-affiliates to
retain Roetzel & Andress LPA as its legal counsel.

Among other things, the Committee expected the firm to:

  a) advise the Committee with respect to its rights and duties
     under section 1103 of the Bankruptcy Code;

  b) consult with the Debtors concerning the administration of
     the estates;

  c) attend meetings and negotiate with representatives of the
     Debtors and other parties in interest and advise and consult
     on the conduct of these chapter 11 cases;

  d) represent the Committee at hearings and other proceedings;
     and

  e) advise the Committee in connection with any proposed future
     sales of the assets and the currently pending sale of the
     Debtors' assets;

Sherri L. Dahl, Esq., partner at the firm, charges $475 per hour
for services rendered.  The firm's customary hour rates:

   associates, of counsel, and partners    $175-$625
   paraprofessionals                       $80-$170

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

The firm may be reached at:

     Sherri L. Dahl, Esq.
     ROETZEL & ANDRESS LPA
     1375 East Ninth Street
     One Cleveland Center, 9th Floor
     Cleveland, OH 44114
     Tel: 216-820-4241
     Fax: 216-623-0134
     E-mail: sdahl@ralaw.com

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

D&L disclosed in its amended schedules, $40,615,677 in assets and
$6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.

Resource Land Holdings emerged as the winning bidder for the
substantially all of the Debtor's assets.  Resource Land offered
to buy the assets for $20.4 million.


DOT RESOURCES: Won't Meet April 30 Financial Filing Deadline
------------------------------------------------------------
DOT Resources Ltd. on April 11 disclosed that it will not be able
to file its annual audited financial statements, management's
discussion and analysis and CEO and CFO certificates by the filing
deadline of April 30, 2014 as prescribed by National Instrument
51-102 - Continuous Disclosure Obligations.  This is due to a
current lack of funds to remunerate the Corporation's auditors.

Don McKechnie, DOT's Chief Financial Officer explained, "As DOT is
a junior exploration corporation with no current sources of
revenue, it must generate cash flow to meet its obligations
through the sale of common shares.  To date, DOT has not been
successful in raising the funds necessary to remunerate its
auditors in time to complete and file the 2013 Annual Audited
Financial Statements by April 30, 2014.  DOT is currently in
discussion with a number of parties that could provide the
Corporation with potential sources of funding.  We anticipate this
process will be successful such that DOT can complete and file its
2013 Annual Audited Financial Statements by the end of June 2014."

Until DOT completes the filing of the 2013 Annual Audited
Financial Statements, DOT will comply with the alternative
information guidelines set out in National Policy 12-203 - Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require DOT to issue
bi-weekly default status reports by way of a news release so long
as the 2013 Annual Audited Financial Statements have not been
filed.

DOT has made an application to the applicable regulatory
authorities for a management cease trade order.  There is no
certainty that such order will be granted.  If a MCTO is granted,
the general investing public will still be able to trade DOT
listed common shares, however, the Corporation's Chief Executive
Officer, Chief Financial Officer and such other directors,
officers and persons as determined by the applicable regulatory
authorities, will not be able to trade DOT shares.  If a MCTO is
not granted, the applicable regulatory authorities may issue a
cease trade order against DOT for failure to file the 2013 Annual
Audited Financial Statements within the prescribed time period.

                             About DOT

DOT -- http://www.dotresourcesltd.com-- is a Canadian corporation
focused on exploration and development of its copper properties in
central British Columbia.  DOT shares trades on the TSX Venture
Exchange under the symbol DOT.


DOTS LLC: FTI Consulting Okayed as Panel's Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Dots, LLC, et al., to retain FTI Consulting,
Inc. as its financial advisor nunc pro tunc to Feb. 6, 2014.

As reported in the Troubled Company Reporter on April 8, 2014,
FTI Consulting will provide financial advisory services to the
Committee and its legal advisor as they deem appropriate and
feasible in order to advise the Committee in the course of these
chapter 11 cases.  FTI's services include but are not limited to:

   (a) assistance 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) assistance in the preparation of analyses required to
       assess any proposed Debtor-In-Possession ("DIP") financing
       or use of cash collateral; and

   (c) assistance with the assessment and monitoring of the
       Debtors' 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/     $125-$250
       Associates

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

Samuel Star, 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 DOTS LLC

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

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

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

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

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

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

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DOTS LLC: Hilco Streambank Okayed as IP Disposition Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey allowed
Dots, LLC, et al., to employ Hilco IP Services LLC, dba Hilco
Streambank, as intellectual property disposition consultant.

As reported in the Troubled Company Reporter on April 8, 2014,
Hilco Streambank will provide these services:

   (a) Collection and Securing of Intellectual Property.  Hilco
       Streambank will assist the Debtors in collecting and
       securing their intellectual property assets;

   (b) Marketing and Selling Intellectual Property.  Hilco
       Streambank will actively market the Debtors' intellectual
       property assets, and subject to court approval, conduct a
       sales process aimed at maximizing the value of the assets
       for the Debtors and its creditor constituents; and

   (c) Intellectual Property Transfers.  Hilco Streambank will
       assist the Debtors as may be necessary with the transfer
       of intellectual property assets to the buyer or buyers
       offering the highest consideration for such assets.

Hilco Streambank will be compensated on these terms:

       Net Consideration Amount             Commission Rate
       ------------------------             ---------------
        Up to $500,000                           10%
        $500,001 to $1,000,000                   12.5%
        More than $1,000,000                     15%

Hilco Streambank will also be entitled to reimbursement by the
Debtors for any reasonable out of pocket expenses incurred in
connection with the marketing and disposition of the intellectual
property assets, up to a maximum aggregate amount of $5,000.

Jack Hazan, executive vice president of Hilco Streambank, 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 DOTS LLC

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

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

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

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

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

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

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DOTS LLC: Creditors Have Until May 27 to File Proofs of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
established May 27, 2014, at 5:00 p.m. as the deadline for any
individual or entity to file proofs of claim against Dots, LLC, et
al.

The Court also set July 21, at 5:00 p.m., as the deadline for
governmental units to file proofs of claim.

Proofs of claim must be submitted to the Debtors' claims and
noticing agent:

if by regular mail:

         Donlin Recano & Company, Inc.
         RE: Dots, LLC, et al.,
         P.O. Box 2008
         Murray Hill Station
         New York, NY 10156

if express delivery, hand delivery or other courier:

         Donlin Recano & Company, Inc.
         RE: Dots, LLC, et al.
         419 Park Avenue South, suite 1206
         New York, NY 10016

                         About DOTS LLC

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

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

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

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

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

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

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


EAST LIVERPOOL: Moody's Lowers Long-term Bond Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba1 the long-
term bond rating assigned to East Liverpool City Hospital's (ELCH)
$8.0 million of outstanding bonds issued by the City of East
Liverpool, Ohio. The rating outlook remains negative.

Summary Rating Rationale:

The downgrade to Ba3 from Ba1 reflects ELCH's very weak financial
performance in FY 2013 and material 16% decline in unrestricted
cash and investments from the prior year. Financial performance in
FY 2013 was significantly off budget. The negative rating outlook
reflects our expectation that ELCH will continue to operate with
large losses that will result in further reductions in liquidity
in FY 2014. ELCH's unrestricted cash balances are favorable
compared to the medians at the this rating category, although
ELCH's weak business fundamentals are consistent with a lower
rating. Moody's note favorably that ELCH recently signed a letter
of intent for a full asset merger with Humility of Mary Health
Partners (part of Catholic Health Partners, rated A1, stable).
However, inability to finalize the merger could result in
additional rating pressure.

Challenges

-- Unrestricted cash and investments declined a material 16% in
    FY 2013, to $48.8 million from $58.3 million at FYE 2012.

-- When including financial losses at the physician division,
    ELCH's operating losses totalled $6.0 million (-10.1% margin)
    in FY 2013, and the organization was unable to generate
    positive cash flow (-0.8% margin). FY 2013 marked the eighth
    consecutive year of operating losses, and the hospital has
    not generated break-even performance from operations since FY
    2005 and relies heavily on investment income to support
    operations.

-- Patient volumes declined dramatically in FY 2013, with
    inpatient admissions down 17%. Observation days declined by
    15%.

-- ELCH is located in an area with below average demographics as
    indicated by declining population, high unemployment relative
    to state and national averages, and low median income levels
    results in a high dependence on governmental payers
    (Medicare, Medicaid, and self-pay payers account for 72% of
    the hospital's gross revenues).

Strengths

-- Although cash declined materially as of FYE 2013, ELCH's
    liquidity remained adequate at $48.8 million (292 days cash
    on hand).

-- ELCH has a relatively low debt-load, with absolute debt of
    $30.6 million and cash-to-debt adequate at 160%; ELCH's debt
    profile consists of 65% variable rate demand debt which poses
    put risk and accelerated payment risk, although cash-to-
    demand debt is strong at 287%.

Outlook

The negative rating outlook reflects our expectation that ELCH
will continue to operate with large losses reduce liquidity in FY
2014.

What Could Make The Rating Go UP

Given ELCH's multi-year trend of large operating losses and
reduction in liquidity, and our expectation that this will
continue in FY 2014, a rating upgrade in the near term is
unlikely. However, a rating upgrade could occur if ELCH is
successfully merged into HMHP and the debt is either guaranteed by
HMHP or if ELCH becomes part of the HMHP obligated group.

What Could Make The Rating Go DOWN

A rating downgrade could occur if ELCH is unable to complete the
merger process with HMHP or another partner. A rating downgrade
could also occur if ELCH experiences additional declines in
liquidity or is unable to be cashflow positive in FY 2014. A
failure to meet financial covenants in FY 2014 could also drive a
rating downgrade.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


EASTCOAL INC: Creditors to Consider BIA Proposal on April 22
------------------------------------------------------------
EastCoal Inc. on April 11 disclosed that in connection with its
restructuring proceedings under the Bankruptcy and Insolvency Act
(Canada) the Company filed a proposal to its creditors on April
10, 2014.  A meeting of creditors to consider the Proposal has
been convened for April 22, 2014 at 10:00 am (PDT) at the offices
of Deloitte Restructuring Inc., 2800-1055 Dunsmuir Street,
Vancouver, British Columbia.

A copy of the Proposal (together with a notice of the meeting of
creditors to consider the Proposal), the report of Deloitte
Restructuring Inc. on the Proposal and certain related materials
were mailed to known creditors of the Company by the Proposal
Trustee, on April 11, 2014.  These documents are available on the
website of the Proposal Trustee at www.deloitte.com/ca/eastcoal

Inquiries regarding the Proposal or the Creditors' Meeting and
related matters should be directed to the Proposal Trustee (Paul
Chambers +1 604 640 3368).

EastCoal Inc. -- http://www.eastcoal.ca/-- is focused on coal in
Ukraine. The Company is engaged in the acquisition and development
of mineral properties.  The Company is focused on the Verticalnaya
Mine, which is an advanced coal project in the construction phase
located in the Donbass Region of Ukraine.  The Company's mineral
properties include the Verticalnaya Coal Mine, Ukraine.  The
surface mine site in the Verticalnaya Coal Mine covers
approximately 10.4 hectares, including three hectares of approach
roads.  The Company's operations also include the dewatering of
the Main Mine at Verticalnaya.


ELDORADO RESORTS: S&P Retains 'B-' CCR on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
gaming operators MTR Gaming Group Inc., and Eldorado Resorts LLC.,
including the respective 'B-' and 'B+' corporate credit ratings,
remain on CreditWatch, where S&P placed them with positive and
negative implications, respectively, on Sept. 10, 2013.

On Sept. 9, 2013, MTR and Eldorado announced they entered into a
definitive agreement, under which MTR would combine with the
parent company of Eldorado in a stock merger.  The merger will
include the 50% interest in the Silver Legacy (not rated), a joint
venture between Eldorado's majority owners, and MGM Resorts
International.  As part of the transaction, there is a cash
election provision for current MTR shareholders, whereby they may
redeem their shares for $6.05 per share, up to 5.8 million shares
in total.  S&P believes the approximate $35 million for this cash
election will be funded through cash on hand.  MTR's remaining
common shares will be exchanged for shares in the combined new
company, which will remain publicly traded and will be named
Eldorado Resorts Inc.  S&P expects all existing debt to remain in
place through the close of the merger.  S&P anticipates the
transaction to close in mid-2014, and it is contingent upon
satisfying regulatory and closing conditions.

The CreditWatch listing on MTR reflects the potential for higher
ratings, given the merger for MTR into a currently higher-rated
entity, and S&P's expectation that geographic diversity will
increase, pro forma for the combined company.

The CreditWatch listing on Eldorado reflects S&P's expectation
that, if the merger is completed, adjusted leverage for the
combined companies will be at least in the mid-5x area over the
intermediate term (compared with current leverage for Eldorado in
the low-4x area).  This level of adjusted leverage is aligned with
a "highly leveraged" financial risk profile, and a one-notch lower
rating for Eldorado.  S&P's pro forma adjusted credit measures do
not currently include the benefit of any potential synergies.
However, S&P don't expect synergies to move adjusted leverage
metrics out of the "highly leveraged" financial risk profile.

At Dec. 31, 2013, adjusted leverage and interest coverage, pro
forma for the combination of the two companies, and 50% of Silver
Legacy's debt and EBITDA, were in the high-5x area and high-1x
area, respectively.  S&P's expectation for adjusted leverage for
the combined companies to remain at least in the mid-5x area over
the intermediate term incorporates S&P's belief that increasing
competition will affect EBITDA at both MTR and Eldorado.  For MTR,
S&P expects the mid- to late-2014 opening of a racino in
Youngstown, Ohio to decrease performance at MTR's Mountaineer
Casino and Presque Isle Downs.  S&P believes the continued, albeit
modest, growth at the company's Scioto Downs property to only
partially offset the decrease.  For Eldorado, S&P expects EBITDA
to decrease in the first half of 2014, given an unfavorable
comparison following the June 2013 opening of a new casino in
Bossier City/Shreveport market.

In resolving S&P's CreditWatch listing, it will monitor MTR and
Eldorado's progress toward satisfying regulatory and closing
conditions as well as assess further information, if any, relating
to potential synergies.


EPCSOLUTIONS INC: Trustee Seeks Additional Bids for Software
------------------------------------------------------------
Auction Markets, LLC on April 11 disclosed that expectations were
high when epcSolutions developed its suite of data and mobile
applications to allow retailers to deliver coupons directly to
retail customers on their smartphones.  The company had even
passed pre-qualification for GS1 Source certification.

But time ran out on the company, and now the United States
Bankruptcy Court for the Eastern District of Virginia is
overseeing the sale of its assets.  The Trustee is seeking
additional offers on EPC's Data Aggregator software and related
assets, including applications for IOS and Android operating
systems.

"EPC had developed a great system and already had contracts in
place with three GS1 countries before entering bankruptcy. The
Trustee is inviting upset bids in advance of a courtroom auction
scheduled for May 6, but those seeking to buy these systems must
act quickly due to the schedule proposed to the court," said
Stephen Karbelk, of Auction Markets, which has been employed by
the court to solicit offers and conduct the auction.  The deadline
to submit a competing bid is 5:00 p.m. Eastern on May 1, 2014.

"The current stalking horse bid on these assets is $250,000, which
is a fraction of the investment EPC had made in the software,"
said Mr. Karbelk.

EPC's business plan had anticipated subscription revenues from GS1
countries for building and hosting the aggregator database, as
well as transaction-based fees for using the systems to scan a
product page with a featured coupon at the point of sale, using no
paper.  Assets included an app to provide certified nutritional
value of food products, a mobile scanning app, a native Apple app
to deliver coupons, and others.

"The software is still relevant to the current marketplace and
really has not lost its value, as the Trustee has allowed the
customers to continue to use the software until it is sold.  We
feel this presents other software companies or entrepreneurs a
rare opportunity to obtain a group of programs at a fraction of
the development cost and integrate them with other offerings or
resume development and marketing with better capitalization," said
Mr. Karbelk.

The current stalking horse bid submitted is from Qliktag Software
Inc., a Delaware corporation.

In addition to the Data Aggregator software, the court is also
seeking offers on other EPC assets, including RFID asset
management software programs.

Detailed due diligence information, including a copy of the Sales
Motion and Asset Purchase Agreement pending before the US
Bankruptcy Court, is available to those interested in purchasing
those and other assets.  Contact Stephen Karbelk, of Auction
Markets, 571-481-1037, stephen@auctionmarkets.com

For more information:
Carl Carter, 205-823-3273

epcSolutions, Inc.-- http://epcsolutions.com/-- is  a provider of
RFID compliance software to the Wal*Mart and DoD supplier
community.


EXAMWORKS GROUP: S&P Raises CCR to 'B+' on Improved Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta-based ExamWorks, an arranger of independent
medical exams, to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P raised the issue-level rating on the
unsecured debt to 'B-' from 'CCC+'.  The recovery rating on this
debt remains unchanged at '6', indicating S&P's expectation for
negligible (0%-10%) recovery in the event of a default.

"The upgrade of ExamWorks reflects the improving level of
profitability and free operating cash flow.  It also reflects
increased confidence in the company's willingness to moderate the
pace of acquisitions and the company's ability to grow market
share organically," said credit analyst David Kaplan.  "The rating
reflects our expectation that the company will continue to focus
primarily on organic market share growth including growing
national accounts, and supplement that with a modest level of
acquisitions.  This contrasts with the company's history of growth
through consolidation, with over 45 acquisitions in recent years."

The rating outlook is stable.  S&P expects low-double-digit
revenue growth from a combination of organic growth and tuck-in
acquisitions, and for EBITDA margins and free cash flow to
steadily grow.

Upside scenario

Although operating trends could improve adjusted leverage to below
4x and FFO/debt to above 20%, it's unlikely S&P would upgrade the
company unless we are convinced the company is committed to
sustaining those metrics on a sustained basis.  S&P continues to
believe acquisitions are a core element of the company's growth
strategy.

Downside scenario

S&P could lower the rating if the company increases pro forma
leverage above 5x, driven by share repurchases, a large debt-
financed acquisition acquired at a premium, or as a result of
adverse regulatory or competitive changes in the company's
markets.


EXCO RESOURCES: S&P Assigns 'CCC+' Rating to New $400MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
issue-level rating and '6' recovery rating to Dallas-based EXCO
Resources Inc.'s proposed new $400 million senior unsecured notes.
The '6' recovery rating indicates our expectation of negligible
(0%-10%) recovery prospects in the event of a payment default.  At
the same time, S&P raised its issue-level rating on the company's
secured bank debt to 'BB-' from 'B+' and revised its recovery
rating on this bank debt to '1' from '2'.  The '1' recovery rating
indicates S&P's expectation of very high (90% to 100%) recovery in
the event of a payment default.  The 'B' corporate credit rating
remains unchanged.  The outlook is stable.

EXCO intends to use the proceeds of this issuance to retire the
first-lien term loan it put in place to finance the acquisition of
certain assets from Chesapeake Energy in July 2013 and repay some
of the borrowings drawn under its secured revolving credit
facility.

The revised recovery and issue-level ratings on EXCO's revolving
credit facility reflect an updated, higher, PV-10 valuation of the
company's reserves at year-end 2013 and S&P's expectation that the
company's commitments under its revolving credit facility will be
$900 million pro forma for the transaction.

"The stable outlook reflects our expectation that EXCO Resources
Inc. will maintain adequate liquidity and keep leverage below 4x
on average over the next three years," said Standard & Poor's
credit analyst Christine Besset.

S&P would consider lowering the ratings if liquidity materially
deteriorated or leverage increased to more than 4x over an
extended period.

S&P considers an upgrade unlikely within the next 12 months given
its assessment of the company's business risk profile, and its
expectation that the company's debt leverage will remain somewhat
high in the next three years.


FIBERTOWER NETWORK: Obtains Order Regarding Effective Date of Plan
------------------------------------------------------------------
FiberTower Spectrum Holdings, LLC, obtained a court order
authorizing the company to declare that the conditions to the
occurrence of the effective date of its Chapter 11 plan have been
satisfied.

The company's bankruptcy plan was confirmed by U.S. Bankruptcy
Judge D. Michael Lynn more than two months ago.  The effective
date of the plan, however, was conditioned on FiberTower getting
the Federal Communications Commission's approval for the transfer
of all of its licenses that the agency did not terminate.

On Feb. 28, FiberTower received approval from the FCC to transfer
its licenses to the reorganized company.  The agency, however,
only approved the transfer of 46 out of 49 licenses, which could
delay the effective date of the plan.

To avoid further delay, the company on March 20 sought a court
order authorizing the effective date of its plan to occur.  It
also asked for approval to amend the plan to allow for the
transfer of the three licenses to a trust, which would hold the
licenses prior to the FCC's decision on the company's application
to transfer those licenses.

On March 24, FCC advised the company that it likely would not
consent to the transfer of the licenses to a trust.  To address
the issue, FiberTower proposed instead to maintain the status quo
ante post-effective date by keeping the licenses in the company.

FiberTower requested that the licenses remain property of its
estate prior to the effective date of the plan, and subject to
continuing jurisdiction of the bankruptcy court until the
application is either granted or denied by the FCC.  The requests
were granted by the bankruptcy court on March 25.

                        About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.

On March 15, 2013, the Court entered an order authorizing the
Debtors to sell assets that are primarily utilized by the Debtors
to provide wireless backhaul services in the State of Ohio to
Cellco Partnership (dba Verizon Wireless) free and clear for $1.5
million.

In May 2013, FiberTower sought and obtained Court authority to
sell their telecommunications equipment and employ American
Communications, LLC, as telecommunications equipment reseller.
According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.

On Jan. 27, 2014, FiberTower, et al., obtained confirmation of
their Fourth Amended Joint Chapter 11 Plan.



FIRST STREET: Trustee Allowed to Settle Solit's $1.82-Mil. Claim
----------------------------------------------------------------
The bankruptcy trustee of First Street Holdings NV, LLC received
court approval for a deal that would resolve the $1.82 million
claim of Mark Solit.

The claim stemmed from a 2006 agreement under which Mr. Solit
provided real property project development management services.
H. David Choo guaranteed the obligations to pay his fees and work-
related expenses under the agreement.

Under the settlement, the trustee will pay Mr. Solit the sum of
$400,000 on account of his claim.  In exchange, Mr. Solit will
drop any other claim he may assert against the trustee under the
agreement.

Upon receipt by Mr. Solit of the settlement payment, Mr. Choo
shall be deemed to have withdrawn or released the claims he filed
against Mr. Solit in connection with the 2006 agreement.

                  About First Street Holdings NV

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

The cases are jointly administered under Lead Case No. 11-49300.

The Law Office of Julian Bach represents the Debtors as Chapter 11
counsel.  Robert G. Harris, Esq., and Wendy W. Smith, Esq., at
Binder & Malter, LLP represent the Debtors as Special Appellate
Counsel.  The Law Offices of Michael Brooks Carroll is special
litigation counsel for certain debtors in adversary proceeding and
related pending federal appeal.  Colliers Parrish International
Inc. serves as appraiser to value certain real properties and
other assets held by the Debtors.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.

James S. Lowe II has been appointed the Chapter 11 Trustee in the
Debtors' cases.


FISKER AUTOMOTIVE: Creditors Reach Deal to Split Cash From Sale
---------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Hong Kong billionaire Richard Li may have lost in the bidding war
for Fisker Automotive Inc., but he is going to make a sizable
profit on the U.S. taxpayer-backed loan he bought last year.

According to the report, court papers say unsecured creditors of
the failed hybrid-car maker have come to terms with Mr. Li's
Hybrid Tech Holdings LLC over how to split the cash Wanxiang Group
paid for Fisker's operations, some $120 million.

Estimates are Mr. Li could collect as much as $90 million on his
$25 million investment in a loan auctioned off last year by the
U.S. Department of Energy, which was anxious to distance itself
from the troubled company that it had backed, the report related.

Unsecured creditors owed an estimated $80 million to $100 million
will also benefit under the deal, said Brown Rudnick LLP's Sunni
Beville, Esq. -- sbeville@brownrudnick.com -- lawyer for the
official committee representing Fisker suppliers and other
unsecured creditors, the report further related.

At the start of the case, they were offered less than $1 million
by Hybrid Tech, which attempted to claim Fisker without an auction
to test the price it was offering, the report added.

                     About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.


FLA EAST COAST HOLDINGS: S&P Assigns 'B-' CCR; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
corporate credit rating to Jacksonville, Florida-based Florida
East Coast Holdings Corp. (FECH).  The outlook is negative.

In addition, S&P assigned its 'B' issue-level rating and '2'
recovery rating to FECH and Florida East Coast Industries LLC's
(FECI's) proposed $850 million senior secured notes due 2019.  The
'2' recovery rating indicates S&P's expectation for substantial
recovery (70%-90%) in a payment default scenario.  S&P also
assigned its 'CCC' issue-level rating and '6' recovery rating to
the companies' proposed $250 million senior unsecured notes due
2020.  The '6' recovery rating indicates S&P's expectation for
negligible recovery (0%-10%) in a payment default scenario.

Upon completion of the proposed debt issue, S&P will withdraw
issue level ratings on Florida East Coast Railway Corp. (FECR).

The outlook reflects FECH's sizeable debt burden following the
coissuance of $1.1 billion in debt.  For analytical purposes, S&P
included all of the debt from the proposed transaction on FECH's
balance sheet.  This reflects S&P's view that higher-rated FECH
could potentially shoulder the entire debt burden.  Still, the
addition of this debt results in credit metrics that are somewhat
weak for the rating, with funds from operations (FFO) to debt in
the mid-single-digit percent area and debt to EBITDA over 9x.  S&P
expects the credit metrics to improve gradually, with FFO to debt
returning to the high-single-digit percent area and debt to EBITDA
declining to about 7x over the next few years.

The outlook is negative.  "Over the next year, we expect
infrastructure investment in Florida and strengthening market
conditions in intermodal to bolster freight volumes for FECR,
resulting in improved operating profitability, cash flow, and
liquidity," said Standard & Poor's credit analyst Anita Ogbara.
"Despite FECR's non-amortizing capital structure, we believe its
modestly improving earnings and cash flow should lead to improving
credit metrics over the next several quarters."

S&P could lower the rating if earnings and cash flow improvement
do not materialize and FFO to debt falls into the low-single-digit
percent area, or if liquidity becomes constrained so that S&P
assess liquidity as "less than adequate."

Although less likely, S&P could raise the rating if FFO to debt
rises above 10% on a sustained basis.


FLA EAST COAST INDUSTRIES: S&P Assigns 'CCC+' CCR; Outlook Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Florida
East Coast Industries LLC (FECI), including the 'CCC+' corporate
credit rating, issue and recovery ratings of 'B' and '2',
respectively, to the proposed senior secured notes and 'CCC' and
'6' to the proposed senior unsecured notes.  The ratings outlook
is negative.

S&P's ratings on FECI reflect its view of the company's business
risk profile as "vulnerable" given its comparatively small,
geographically concentrated income-producing property portfolio,
although S&P acknowledges the company controls certain strategic
land positions and investments in its Florida markets that could
have attractive long-term development potential.  S&P views the
company's financial risk profile as "highly leveraged" due to high
current leverage levels, which will climb further with the
addition of the company's proportionate share (roughly 38%) of the
$1.1 billion notes that it intends to co-issue with FECR.

FECI is a diversified, Florida-based real estate, infrastructure,
and transportation company that is owned by various funds
sponsored by Fortress Investment Group.  Fortress acquired the
company in 2007 (along with its affiliate, FECR) and then
separated the real estate operations and the freight railway
operations into two separate entities.

The negative outlook reflects the unsustainability of the current
capital structure, in S&P's view, given very high leverage levels,
elevated exposure to floating-rate debt and increasing reliance on
less-predictable merchant building and land sales to service debt
obligations.


FRESH & EASY: Grant Thornton Approved as Tax Advisor
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Old FENM Inc, et al., fka Fresh & Easy Neighborhood Market Inc.,
to employ the accounting firm Grant Thornton LLP as tax advisor.

Grant Thornton will provide tax compliance and consulting services
effective March 3, 2014, and tax preparation services nunc pro
tunc to Oct. 3, 2013.

Kullen Birkeland, a partner at Grant Thornton, told the Court that
fees for services under the engagement agreement are:

   a) A fixed-fee amount of $30,000 for Tax Compliance (including
tax return preparation) Services.  If all the information
necessary to prepare the tax returns is received by June 15, 2014,
a 10% discount will be applied to the $30,000 fixed fee.

   b) Additional Tax Compliance Filings.  The time associated with
the additional filings will be based on time incurred at 60% of
Grant Thornton's hourly rates, so that the discounted hourly rates
are:

       Partner              $420
       Senior Manager       $345
       Manager              $315
       Senior Associate     $264
       Associate            $168
       GTSSC                $117

   c) General Tax Consulting Services.  Grant Thornton may provide
routine time-to-time tax consulting services, upon the Debtors'
request, for assignments individually that do not exceed $10,000
in fees.  The services will be provided based on time incurred at
60% of Grant Thornton's hourly rates as:

       Partner              $420
       Senior Manager       $345
       Manager              $315
       Senior Associate     $264
       Associate            $168
       GTSSC                $117

The fee for preparation of the federal and state income tax
returns will be a fixed-fee amount of $17,500.  Additionally,
services relating to preparation of the income tax provision and
foreign corporation U.S. income tax returns will be provided based
upon actual hours incurred at the hourly rate of $200 for the
manager.

To the best of the Debtors' knowledge, Grant Thornton is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Approval order also provided that Grant Thornton will not be
entitled to indemnification, contribution or reimbursement
pursuant to the engagement agreement and the letter for services
unless the services and the indemnification, contribution or
reimbursement are approved by the Court.

                  About Fresh & Easy Neighborhood

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

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

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

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

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


FRESH & EASY: Class Action Settlement Has Preliminarily Okay
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order:

   i) preliminarily approving the settlement agreement between Old
FENM Inc, et al., and the California Wage and Hour Class
Plaintiffs;

  ii) certifying a class of wage and hour employee claimants for
settlement purposes only;

iii) appointing The Cooper Law Firm P.C. and Blumenthal
Nordrehaug & Bhowmik as co-lead class counsel; and the law firms
of (a) The Carter Law Firm, (b) Aegis Law Firm, P.C., (c) Mahoney
Law Group, and (d) Jose Garay, APLC as class counsel; and

  iv) appointing Deanna Weatherspoon, Rene F. Lina, Yessenia
Martinez and Dandre Jackson as class representatives.

The Class is comprised of all non-exempt, non-managerial employee
who worked at or reported to any of the Debtors' California Retail
Stores or the Debtors' Food Production Facility, Campus Kitchen
Facility or Distribution Center in Riverside, California between
April 9, 2006 and Nov. 26, 2013 and who will not timely request to
opt out of the Class.

Objections and other responses to the final approval of the
settlement agreement, attorney's fees, costs and expenses and
class representative enhancements must be submitted by May 15.

If a class member choose not to be bound by the settlement
agreement, hid or her completed and executed opt out form must be
file by May 15.  Prior to the fairness hearing, counsel for the
debtors will file a declaration attesting to the service of notice
of the settlement agreement to the appropriate federal and state
officials.  No final order approving the settlement agreement will
be entered until all applicable statutory notice periods gave
expired.

The Court will conduct a fairness hearing on June 26, at 2:00 p.m.

                  About Fresh & Easy Neighborhood

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

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

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

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

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


GENERAL MOTORS: CEO Shakes Up Senior Staff Amid Recall
------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. Chief Executive Mary Barra took new steps to
revamp the auto maker's senior staff as it copes with the internal
and external fallout from recent massive and troubled safety
recalls.

According to the report, the nation's largest auto maker said its
heads of human resources and communications had left the company.
Ms. Barra named John Quattrone, 61, to replace Melissa Howell, 41,
as senior vice president of global human resources.

Selim Bingol, 53, left his job as senior vice president of global
communications and public policy, the report related.  Randy
Arickx, GM's head of investor relations, will fill the global
communications role on a temporary basis until a permanent
replacement is named.

GM said the two left to pursue "personal interests," the report
further related.  A spokesman said the departures of Ms. Howell
and Mr. Bingol weren't connected to a nearly decadelong delay in
recalling vehicles equipped with faulty ignition switches?a defect
the company has linked to 13 deaths.

Since February, GM has recalled a total of 7 million vehicles
world-wide for a variety of issues, including faulty ignition
switches, brakes and other problems and said it would take a $1.3
billion charge against first quarter earnings to cover the costs,
the report said.

                    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.


GRAND CENTREVILLE: Receiver's Authority to File Ch.11 Confirmed
---------------------------------------------------------------
Grand Centreville, LLC, asked the Bankruptcy Court for an order:

     (1) confirming the authority of Black Creek Consulting, Ltd.,
the receiver of the Debtor, to file a Chapter 11 petition on
behalf of the Debtor and authorizing nunc pro tunc the filing of
the Petition; and

    (2) authorizing the Receiver to remain in possession and
operate and manage the Debtor's business as a Debtor-in-Possession
pursuant to Sections 1107 and 1108 of the Bankruptcy Code while
the Court separately addresses the equity disputes.

Grand Centreville explained that on Oct. 25, 2013, Wells Fargo
Bank, N.A., notwithstanding its consent to the Debtor's use of its
cash collateral, filed its Motion to Dismiss the Debtor's case.
Wells Fargo serves as trustee for the registered holders of JP
Morgan Chase Commercial Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-CIBC13.

The Debtor said this is the first time that anyone articulated any
concern over the Receiver's authority.  The Motion to Dismiss
remains pending.

The Debtor also related that James Mr. Sohn and Yeon Ms. Han --
who prior to the petition date entered into a Sale of Membership
and Stock Interest Agreement, with Min S. Kang and Man S. Kang,
the indirect owners of 100% of the economic interests in the
Debtor -- as part of their opposition to certain relief requested
by the Debtor, have questioned the Receiver's authority.  Mr. Sohn
and Ms. Han had intended to acquire 60% of the ownership and
control of the Debtor and the Shopping Center under the
Prepetition Deal.

"At the instruction of this Court and because it is not fair for
the Receiver and Debtor's counsel to be attacked when both have
proceeded in precise accordance of orders entered by this Court,
the Debtor files this motion," Grand Centreville said.

Wells Fargo objected to the request, saying that the Motion,
without appropriate justification, seeks to provide the Receiver
with retroactive authority to file for bankruptcy relief on the
Debtor's behalf and to allow the Receiver to effectively manage
The Debtor during the course of this bankruptcy case in violation
of Section 105(b) of the Bankruptcy Code.  In addition, the Debtor
has failed to establish extraordinary circumstances that warrant
entry of nunc pro tunc relief in this matter.

                       Court Grants Motion,
                       Sets Status Hearing

In an order dated April 10, the Court said the motion is granted.
The Court also set a status hearing in the case for June 17.

The Court's ruling also resolves motions filed by:

     1. James Y. Sohn, which seeks clarification of the roles of
Black Creek Consulting, Ltd. and Michael Schuett, as receiver, and
Grand Centreville, LLC; and

     2. Yeon K. Han, which asks the Court to vacate the
appointment of Michael Schuett, the Receiver, as the Debtor
designee; and appoint another person designee of the Debtor.

With respect to Han's Motion, Judge Mayer said, ""Settled by
Granting Debtor's Motion".

                          Sohn's Motion

Mr. Sohn said his continuing and paramount concern is that he not
be forced to defend himself against actions taken by the Receiver,
the Debtor or Raymond A. Yancey -- the Chapter 11 Trustee for the
bankruptcy estates of Min S. Kang and Man S. Kang -- until he has
had an opportunity to defend himself in a pending Adversary
Proceeding, Official Committee of Unsecured Creditors of Min S.
Kang and Man S. Kang and Raymond A. Yancey, Chapter 11 Trustee v.
Yeon K Han et al., Adv. Proc No. 12-01496-RGM, and thus
demonstrate his entitlement to majority ownership and control of
the Debtor.

Mr. Sohn also said he desires that, following the conclusion of
the final hearing of the Adversary Proceeding scheduled for May
22, 23, 29 and 30, 2014, he be given the opportunity to request
termination or modification of the receivership and/or the
Bankruptcy Case, if appropriate, in light of the Court's ruling.

By his Motion, Mr. Sohn requests that the Court enter an order
that provides, in substance:

     -- That a status hearing in this Bankruptcy Case be set by
the Court as soon as practicable after conclusion of the final
hearing in the Adversary Proceeding;

     -- That the Receiver be authorized to continue in possession
and control of the assets of the Debtor pursuant to Section 543(d)
until the conclusion of the Status Conference; and

     -- That the actions of the Receiver and the Debtor be limited
to activities necessary to preserve the status quo pending
resolution of the Adversary Proceeding and the Status Conference.
Those activities would include performance under the cash
collateral order, the filing of monthly reports and the payment of
U.S. Trustee's fees, and the enforcement of the continuing
automatic stay.

Mr. Sohn contends that because Mr. Schuett has been named as the
Receiver, he is not an appropriate designee to perform the duties
of the Debtor in this chapter 11 bankruptcy case.  However,
because the day-to-day operations of the shopping center owned by
the Debtor are managed by a professional management company, the
status quo can be maintained, without running afoul of Section
105(b), by simply authorizing and instructing Mr. Schuett, as
Receiver, to cooperate with counsel for the Debtor and the
Debtor's other professionals, such as the management company,
Deoudes-Magafan Realty, Inc., to enable the essential operations
of the Debtor to be performed.  However, if this approach were
taken, due provision would need to be made for continuing the
essential functions of the bankruptcy such as the automatic stay
and the cash collateral order.

                           Han's Motion

Mr. Han, in seeking to vacate the appointment of Mr. Schuett as
the Debtor designee, argued that:

     -- The power of the Receiver with respect to the Debtor and
its estate ended upon the filing of the bankruptcy petition;

     -- The prohibition to a receiver acting with the powers of a
debtor in possession are, in part, to keep a bankruptcy matter
moving forward, and not simply languishing on the court's docket.

     -- The trial of the adversary matter is scheduled to be
completed within two months, and at the conclusion of that trial
one set of competing interests or the other will be in firm
control of the Debtor and the direction in which the Debtor moves
forward.  Accordingly, it seems foolhardy to expend any more
significant time on this issue.  The simple solution to a simple
problem is to: 1) vacate the designation order (August 7, 2013),
and designate another appropriate person as the designee and 2)
have Mr. Schuett remain in possession and day to day management of
the property pending the resolution of the adversary proceeding.

                     About Grand Centreville

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

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

Grand Centreville's chapter 11 proceeding is related to the
Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D.
Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010.  Prior to March
16, 2009, the Kangs indirectly owned 100% of the economic
interests in the Debtor and, through their 100% ownership of Grand
Formation, controlled all management rights with respect to Grand
Centreville.  On Jan. 7, 2013, the Court entered an Order
directing the United States Trustee to appoint a chapter 11
trustee for the Kangs' case.  On the same date, the U.S. Trustee
appointed Raymond A. Yancey as chapter 11 trustee for the Kangs'
case, which appointment the Court approved on Jan. 16, 2013.

The Receiver may be reached at:

     Michael Shuett
     BLACK CREEK CONSULTING, LTD
     P.O. Box 422
     Crownsville, MD 21032

Wells Fargo Bank N.A., the secured creditor, is represented by:

     William C. Crenshaw, Esq.
     Mona M. Murphy, Esq.
     AKERMAN LLP
     750 9th Street, N.W., Suite 750
     Washington, DC 20001
     Tel: (202) 393-6222
     E-mail: bill.crenshaw@akerman.com
             mona.murphy@akerman.com

Special Counsel to Raymond A. Yancey, Chapter 11 11 Trustee in the
Kangs' Bankruptcy Case is:

     Bradford F. Englander, Esq.
     WHITEFORD TAYLOR & PRESTON, L.L.P.
     3190 Fairview Park Drive, Suite 300
     Falls Church, VA 22042
     Tel: (703) 280-9081

Counsel for Yeon K. Han is:

     Timothy J. McGary, Esq.
     P.O. Box 149
     Fairfax, VA 22038-0149
     Tel: (703) 352-4985

Counsel for James Y. Sohn is:

     James R. Schroll, Esq.
     BEAN, KINNEY & KORMAN, P.C.
     2300 Wilson Blvd., 7th Floor
     Arlington, VA 22201
     Tel: (703) 525-4000


GRAND CENTREVILLE: Receiver Excused From Turnover Requirements
--------------------------------------------------------------
"Motion granted," ruled Bankruptcy Judge Robert G. Mayer on the
request filed by Raymond A. Yancey -- the Chapter 11 Trustee for
the bankruptcy estates of Min S. Kang and Man S. Kang -- seeking
entry of an order excusing Black Creek Consulting, Ltd., the
receiver for Grand Centreville, LLC, from taking further action to
turn over Grand Centreville's property.

On Feb. 21, 2014, the Receiver filed a motion to approve a
settlement with the Debtor's secured lender, Wells Fargo Bank,
N.A., as trustee for the registered holders of JP Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2005-CIBC13, and a motion to approve
bidding procedures to sell the Debtor's property.

Yeon K. Han and James Y. Sohn filed objections to those motions,
but did not assert in their written objections that the Receiver
was required to turn over control of the Debtor's property
pursuant to 11 U.S.C. Section 543.

At closing argument on the Settlement Motion and the Bidding
Procedures Motion, Sohn and Han asserted that the Receiver should
be required to turn over control of the Grand Centreville Property
pursuant to Section 543.

Mr. Yancey said the requested relief is warranted for several
reasons:

    1. the Trustee believes that the Receiver already has taken
all requisite action to turn over all property of the estate to
the Debtor. Upon the filing of the bankruptcy case, the Receiver
caused the Debtor to take all actions that customarily are taken
by debtors in possession, such as engaging counsel for the Debtor,
obtaining orders permitting the use of cash collateral, filing
schedules and a statement of financial affairs, and obtaining an
order governing use of bank accounts.  These actions were approved
by Court orders.  Until the closing argument held on March 20,
2014, in connection with the motions for authority to sell the
Debtor's property and to enter into a settlement agreement,
neither James Sohn nor Yeon Han, took issue with the Receiver
acting on behalf of the Debtor in connection with this bankruptcy
case.  Only the lender, Wells Fargo, raised any question regarding
the propriety of the bankruptcy, and that objection was based on
lack of authority to file and bad faith, not on Section 543 of the
Bankruptcy Code.

     2. the Receiver is receiver not only for the Debtor, but also
for the Debtor's sole managing member, Grand Formation, Inc.
Formation is not a debtor in a bankruptcy case. Because of its
dual role, strict and formal compliance with Section 543 would
be a ministerial act; the Receiver would need to turn over the
Debtor's property to itself.

     3. even if the actions of the Receiver (and all parties
active in the case) were not sufficient to evidence that the
Debtor has been in possession of its property since the outset of
the case, cause exists under Section 543(d) to excuse compliance
with Section 543(a), (b) and (c).  There is an adversary
proceeding regarding the disputed ownership of the Debtor, which
is set for trial commencing on May 22, 2014.  Requiring a turnover
to one of the parties prior to trial would be inappropriate. The
Court needs to hear the evidence at trial to decide who properly
should be in control of the Debtor.  The Receiver has been in
control of the operations of the Debtor and its property since his
appointment in June of 2013, and since the bankruptcy filing on
August 2, 2013.  The Receiver was appointed with the consent of
the owners (or putative owners) of all of the interests in the
Debtor.  The bankruptcy was filed for good and understandable
reasons: the lender declared the Debtor to be in default and
threatened the property.  The equities do not favor disrupting the
control over the Debtor, at least not before the completion of
trial in the adversary proceeding.

     4. no prejudice will result as to any creditor or party in
interest by leaving the Receiver in control. Exclusivity has
terminated in this case. Any party-in-interest can file a plan.
The Motion does not seek a determination regarding the ownership
of the interests in the Debtor or the avoidability of any transfer
of such interests.

                     About Grand Centreville

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

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

Grand Centreville's chapter 11 proceeding is related to the
Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D.
Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010.  Prior to March
16, 2009, the Kangs indirectly owned 100% of the economic
interests in the Debtor and, through their 100% ownership of Grand
Formation, controlled all management rights with respect to Grand
Centreville.  On Jan. 7, 2013, the Court entered an Order
directing the United States Trustee to appoint a chapter 11
trustee for the Kangs' case.  On the same date, the U.S. Trustee
appointed Raymond A. Yancey as chapter 11 trustee for the Kangs'
case, which appointment the Court approved on Jan. 16, 2013.

Wells Fargo Bank N.A., the secured creditor, is represented by
William C. Crenshaw, Esq., and Mona M. Murphy, Esq., at Akerman
LLP.

Special Counsel to Raymond A. Yancey, Chapter 11 11 Trustee in the
Kangs' Bankruptcy Case is Bradford F. Englander, Esq., at
Whiteford Taylor & Preston, L.L.P.  Counsel for Yeon K. Han is
Timothy J. McGary, Esq.  Counsel for James Y. Sohn is James R.
Schroll, Esq., at Bean, Kinney & Korman, P.C.


GRAND CENTREVILLE: Drops Bid to Hire Sale Consultant & Broker
-------------------------------------------------------------
Grand Centreville, LLC, notified the Bankruptcy Court on April 7
that because its motion for sale of real property has been denied,
the Debtor withdraws, without prejudice, its request to employ
Property Condition Assessments, LLC as consultant.  The Debtor
also withdraws its application to employ KLNB, LLC as broker.
Both applications have been rendered moot by the Court's denial of
the sale motion, the Debtor said.

                     About Grand Centreville

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

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

Grand Centreville's chapter 11 proceeding is related to the
Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D.
Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010.  Prior to March
16, 2009, the Kangs indirectly owned 100% of the economic
interests in the Debtor and, through their 100% ownership of Grand
Formation, controlled all management rights with respect to Grand
Centreville.  On Jan. 7, 2013, the Court entered an Order
directing the United States Trustee to appoint a chapter 11
trustee for the Kangs' case.  On the same date, the U.S. Trustee
appointed Raymond A. Yancey as chapter 11 trustee for the Kangs'
case, which appointment the Court approved on Jan. 16, 2013.

Wells Fargo Bank N.A., the secured creditor, is represented by
William C. Crenshaw, Esq., and Mona M. Murphy, Esq., at Akerman
LLP.

Special Counsel to Raymond A. Yancey, Chapter 11 11 Trustee in the
Kangs' Bankruptcy Case is Bradford F. Englander, Esq., at
Whiteford Taylor & Preston, L.L.P.  Counsel for Yeon K. Han is
Timothy J. McGary, Esq.  Counsel for James Y. Sohn is James R.
Schroll, Esq., at Bean, Kinney & Korman, P.C.


GRAND CENTREVILLE: Hearing on Case Dismissal Moved to June 26
-------------------------------------------------------------
The hearing on the motion to dismiss the chapter 11 case of Grand
Centreville, LLC has been continued to June 26, 2014, at 9:30 a.m.
at Judge Robert G. Mayer's Courtroom, 200 South Washington Street,
2nd Floor, Courtroom I, Alexandria, VA.

The case dismissal hearing was set for April 10.  The Court also
scheduled an April 15 status hearing.

Wells Fargo Bank, N.A. as trustee for the registered holders of JP
Morgan Chase Commercial Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-CIBC13, filed papers last
year seeking dismissal of the Debtor's case, arguing that the
bankruptcy case was filed in bad faith and that the receiver has
no standing to file the bankruptcy petition.

                     About Grand Centreville

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

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

Grand Centreville's chapter 11 proceeding is related to the
Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D.
Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010.  Prior to March
16, 2009, the Kangs indirectly owned 100% of the economic
interests in the Debtor and, through their 100% ownership of Grand
Formation, controlled all management rights with respect to Grand
Centreville.  On Jan. 7, 2013, the Court entered an Order
directing the United States Trustee to appoint a chapter 11
trustee for the Kangs' case.  On the same date, the U.S. Trustee
appointed Raymond A. Yancey as chapter 11 trustee for the Kangs'
case, which appointment the Court approved on Jan. 16, 2013.

Wells Fargo Bank N.A., the secured creditor, is represented by
William C. Crenshaw, Esq., and Mona M. Murphy, Esq., at Akerman
LLP.

Special Counsel to Raymond A. Yancey, Chapter 11 11 Trustee in the
Kangs' Bankruptcy Case is Bradford F. Englander, Esq., at
Whiteford Taylor & Preston, L.L.P.  Counsel for Yeon K. Han is
Timothy J. McGary, Esq.  Counsel for James Y. Sohn is James R.
Schroll, Esq., at Bean, Kinney & Korman, P.C.


GREEN FIELD ENERGY: Examiner Can Retain Hogan Firm as Counsel
-------------------------------------------------------------
The Bankruptcy Court authorized Steven A. Falsenthal, Esq., the
examiner for Green Field Energy Services, Inc., to employ The
Hogan Firm as his counsel.

To the best of the examiner's knowledge, Hogan Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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

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

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

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

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

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

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

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

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

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

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


GREEN FIELD ENERGY: Lorenzo May Pursue Claim Against Insurer
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved a stipulation waiving recoveries from the estates of
Green Field Energy Services Inc., and granting Gary P. Lorenzo
partial and limited relief from the automatic stay to recover
third-party insurance proceeds.

As reported in the Troubled Company Reporter on March 5, 2014,
the Debtor and Mr. Lorenzo signed an agreement to lift the
automatic stay that was applied to a case filed by the claimant
against the company.

The automatic stay is an injunction that halts actions by
creditors against a company in bankruptcy protection.

Mr. Lorenzo filed a petition for damages last year after he
figured in an accident as a result of negligence on the part of
Green Field and one of its employees.  The case, which named the
company, Matthew Smith and Zurich American Insurance Co. as
defendants, was filed before the 16th Judicial District Court for
the Parish of St. Mary in Louisiana.

The case was automatically halted after Green Field filed for
bankruptcy.

                      About Green Field Energy

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

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

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

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

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

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

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

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

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

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

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


HAYDEL PROPERTIES: Case Dismissal Hearing Moved to May 22
---------------------------------------------------------
The Bankruptcy Court has reset the hearing on the Motion to
Dismiss the Chapter 11 case of Haydel Properties, LP, to May 22,
2014, at 1:30 p.m.  The Peoples Bank, Biloxi Mississippi, filed
the dismissal motion.

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

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

Haydel has urged the Court to reject the bank's request.  It
explained that Peoples Bank is demanding that the Debtor give the
bank a better lien position by requiring that all properties
secured by the multiple deeds of trust held by Peoples Bank secure
the entire obligation of Peoples Bank on the its modified claim.
Peoples Bank was not given the authority to do that in the
Confirmed Plan.

Peoples Bank, Haydel continued, is also requesting that the Debtor
execute one master note which will present additional problems for
the Debtor if the Debtor sells some of the collateral.  Under the
terms of the notes and deeds of trust on the separate claims held
by Peoples Bank, once a parcel is sold, the Debtor will pay off an
obligation, thus releasing the Debtor's obligation to pay a
monthly installment and reducing its monthly obligations to
Peoples Bank.  The requirement to place the entire debt under one
master note or obligation will not result in a reduction of the
monthly payment by the Debtor upon the sale of any portion of the
collateral.

Using the master note, the Debtor explained it will be placed in a
position in which sale of collateral would reduce the Debtor's
monthly income by no longer receiving the rent from the parcel
being sold, but the Debtor will still be required to pay the same
monthly obligation under the note.

The Debtor contends it is within its rights to refuse to succumb
to the demands made by Peoples Bank.

                    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.

The Debtor is represented by:

     Robert Gambrell, Esq.
     GAMBRELL & ASSOCIATES, PLLC
     101 Ricky D. Britt Blvd., Ste. 3
     Oxford, MS 38655
     Tel: (662)281-8800
     Fax: (662)202-1004
     E-mail: rg@ms-bankruptcy.com

          - and -

     Patrick A. Sheehan, Esq.
     Of counsel
     SHEEHAN & JOHNSON, PLLC
     429 Porter Avenue
     Ocean Springs, MS 39564
     Tel: 228-875-0571
     Fax: 228-875-0895
     E-mail: pat@sheehanlawfirm.com

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.


HAYDEL PROPERTIES: Pay Up Or Face Foreclosure, Court Rules
----------------------------------------------------------
Haydel Properties, LP, and co-debtor Gerald W. Haydel have failed
to file an answer, or to otherwise appear and object, to the
Motion to Compel Compliance with Plan or in the alternative,
Motion for Relief From Automatic Stay and for Abandonment of
Property filed by BancorpSouth Bank.  In an order dated April 8,
Bankruptcy Judge Katharine Samson directed the Debtor pay within
30 days from the date of the Order to pay the amounts due to
BancorpSouth Bank pursuant to the terms of the Plan.  Should the
Debtor fail to pay these amounts, upon 15-day Notice of Default:

     -- the automatic stay is lifted with respect to the
        property at:

        (1) 4019 8th Street Gulfport, MS 39501,
        (2) 702 Mills Ave., Gulfport, MS 39501, and
        (3) 823 41st Ave., Gulfport, MS 39501,

     -- the property is considered abandoned from the
        bankruptcy estate,

     -- the bank or its successors, agents, representatives,
        or holder of note and deed of trust is permitted to
        commence foreclosure proceedings or other action as may
        be authorized by the Note and Deed of Trust.

BancorpSouth is represented in the case by:

     Laura Henderson-Courtney, Esq.
     UNDERWOOD LAW FIRM PLLC
     340 Edgewood Terrace Drive
     Jackson, MS 39206
     Tel: (60l) 98l-7773
     Fax: (601) 362-5673
     E-mail: lhc@underwoodlawfirm.com

                    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.

The Debtor is represented by Robert Gambrell, Esq., at Gambrell &
Associates, PLLC; and Patrick A. Sheehan, Esq. (Of counsel), at
Sheehan & Johnson, PLLC.

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.


HOUGHTON INTERNATIONAL: S&P Raises Rating on 1st Lien Loan to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
Houghton International Inc.'s first-lien term loan facility to
'B+' from 'B' and revised its recovery rating on this debt to '2'
from '3', indicating S&P's expectation of substantial (70% to 90%)
recovery in the event of a default.

S&P also raised its issue rating on the company's second-lien term
loan facility to 'B-' from 'CCC+' and revised its recovery rating
on this debt to '5' from '6', indicating S&P's expectation of
modest (10% to 30%) recovery in the event of a default.

At the same time, S&P affirmed its 'B' corporate credit rating on
Houghton.  The outlook is stable.

"The upgrade of Valley Forge, Pa.-based Houghton International
Inc.'s first- and second-lien term loan facilities partially
reflects our reassessment of the company's EBITDA multiple to be
more in line with other specialty chemical peers," said Standard &
Poor's credit analyst Seamus Ryan.  The company's relatively
stable and industry-average margins and its largely variable cost
structure support this assessment.

The corporate credit rating on Houghton is derived from S&P's
initial analytical outcome (anchor) of 'b', based on its "fair"
business risk and "highly leveraged" financial risk profiles
assessments for the company.  No modifiers were used.

S&P's assessment of Houghton's business risk profile reflects its
leading position in the fragmented and competitive metalworking
fluids industry, which primarily sells into the cyclical
automotive, steel, and aluminum industries.  Houghton's products
provide essential process characteristics and represent a small
portion of the end product's cost.  Customer loyalty, which the
company enhances through its technical engineering and service,
provides a barrier to entry.  S&P expects Houghton to continue to
pass through the majority of volatile raw material costs to offset
potential volatility.  Nonetheless, Houghton still faces price
competition as a function of substitute products from competitors
and significant excess capacity.

S&P's assessment of Houghton's financial risk profile reflects the
company's increased leverage following its acquisition by Gulf
Oil.  Nevertheless, S&P expects strengthening operating
performance and modest debt repayments to lead to gradually
improving credit measures over the next year.  Although S&P
anticipates small dividends over the near term, it believes the
company will approach growth and shareholder rewards prudently.
At the current rating, S&P expects debt to EBITDA to remain in the
5.5x to 6.0x range.

The stable outlook reflects S&P's expectation that improving
global economic conditions and end-market demand will continue to
support profitability, cash flow, and financial metrics over the
next year.  The outlook also reflects S&P's opinion that
management will continue to maintain a prudent approach to funding
growth and shareholder rewards.

S&P could raise the ratings if revenues grow by at least 5% and
EBITDA margins improve by more than 150 basis points.  Such a
scenario could result in debt to EBITDA improving to about 5.0x.
To consider a higher rating, S&P would also expect ownership to
commit to maintaining a prudent approach to balancing debt
reduction, growth investment, and returning capital to
shareholders.

S&P could lower the ratings if volumes decline meaningfully in
2014 without offsetting cost reductions or improvements to raw
material margins.  In such a scenario, revenue could decline by at
least 3% and EBITDA margins could drop by about 300 basis points.
This could result in the debt to EBITDA approaching 7.0x.  S&P
could also lower the ratings if liquidity deteriorates
significantly or aggressive financial policy decisions lead to
Houghton increasing debt leverage to a similar level.


HUB INTERNATIONAL: $90MM Add-on Debt No Impact on Moody's B3 CFR
----------------------------------------------------------------
Moody's Investors Service is maintaining the ratings of Hub
International Limited (Hub - corporate family rating B3) following
a $90 million increase to the company's senior secured term loan.
Hub is using net proceeds mainly to repay borrowings on its
revolving credit facility. The transaction does not affect Hub's
corporate family rating or its debt ratings, which include a B1
rating on senior secured credit facilities and a Caa2 rating on
senior unsecured notes. The rating outlook for Hub is stable.

Ratings Rationale

Hub's ratings reflect its solid market position in North American
insurance brokerage, good diversification across products and
geographic areas, and strong operating margins. These strengths
are tempered by the company's aggressive financial leverage and
reduced fixed charge coverage since its Hellman & Friedman-
sponsored leveraged buyout in October 2013. Moody's expects that
Hub will continue to pursue a combination of organic growth and
acquisitions, the latter giving rise to integration and contingent
risks (e.g., exposure to errors and omissions), although Hub has a
favorable track record in absorbing small and mid-sized brokers.

Based on Moody's calculations, Hub's debt-to-EBITDA ratio was in
the range of 8x-8.5x at year-end 2013, which is high for its
rating category. The rating agency expects the company to reduce
its financial leverage below 8x within the next year.

Hub's pro-forma financing arrangement as of year-end 2013, giving
effect to the incremental term loan, included a $225 million
senior secured revolving credit facility (rated B1, undrawn), a
C$50 million senior secured revolving credit facility (available
to a Canadian subsidiary with a guaranty from Hub, rated B1,
undrawn), a $1,951 million senior secured term loan (rated B1) and
$950 million of senior unsecured notes (rated Caa2).

Factors that could lead to an upgrade of Hub's ratings include:
(i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex)
coverage of interest consistently exceeding 2x, and (iii) free-
cash-flow-to-debt ratio consistently exceeding 5%.

Factors that could lead to a downgrade include: (i) debt-to-EBITDA
ratio remaining above 8x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below
2%.

Giving effect to the incremental term loan, Hub's ratings (and
revised LGD assessments) include:

  Corporate family rating B3;

  Probability of default rating B3-PD;

  $225 million senior secured revolving credit facility maturing
  October 2018 rated B1 (to LGD3, 32% from LGD3, 31%);

  C$50 million senior secured revolving credit facility maturing
  October 2018, available to Hub International Canada West ULC
  with a guaranty from Hub, rated B1 (to LGD3, 32% from LGD3,
  31%);

  $1,951 million senior secured term loan maturing October 2020
  rated B1 (to LGD3, 32% from LGD3, 31%);

  $950 million senior unsecured notes due October 2021 rated Caa2
  (LGD5, 86%).

The principal methodology used in this rating/analysis was Moody's
Global Rating Methodology for Insurance Brokers & Service
Companies published in February 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Based in Chicago, Illinois, Hub is a major North American
insurance brokerage firm providing property and casualty, life and
health, employee benefits, investment and risk management products
and services through offices located in the US, Canada, Puerto
Rico and Brazil. The company generated total revenue of $1.1
billion in 2013. Shareholders' equity was $1.6 billion as of
December 31, 2013.


HUNTER FAN: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Memphis, Tenn.-based Hunter Fan Co. at 'B'.  The outlook
is stable.

At the same time, S&P raised the issue-level rating on the $133
million first-lien credit facility (which consists of a $100
million term loan and $33 million revolving credit facility) due
2017 to 'BB-' from 'B+'.  The recovery rating for the facility is
'1', reflecting S&P's expectation for very high (90% to 100%)
recovery in the event of payment default.

S&P also affirmed the 'CCC+' issue-level rating on Hunter's $55
million second-lien term loan due 2018.  The recovery rating is
unchanged at '6', reflecting S&P's expectation for negligible (0%
to 10%) recovery in the event of payment default.

The ratings on Hunter reflect S&P's view of its "highly leveraged"
financial risk profile and "weak" business risk profile.  S&P's
anchor of 'b', given two potential outcomes ('b' or 'b-'),
reflects its assessment of Hunter's stronger cash flow and
leverage ratios relative to its 'b-' rated peers.  Key credit
factors in S&P's business risk assessment include its view that
the company has a very narrow business focus, significant customer
concentration, and demand that is susceptible to reduced consumer
discretionary spending during economic downturns and home
remodeling trends.  S&P believes the company's sales are highly
concentrated in the U.S., with the Hunter and Casablanca ceiling
fan brands representing the majority of its sales.  S&P views
customer concentration as a risk because the company's top three
customers contributed almost 75% of its fiscal 2013 net sales.
However, S&P estimates that Hunter has a significant share of the
domestic ceiling fan market thanks to its longstanding
relationships with customers and well-known brand names.

The stable outlook reflects S&P's view that Hunter will sustain
its credit measures over the next 12 months with improved
profitability and operating performance, while maintaining
adequate liquidity.


ICING ON THE CUPCAKE: New Owner Reopens One Outlet
--------------------------------------------------
Mark Glover, writing for The Sacramento Bee, reported that the new
owners of Icing on the Cupcake, a local gourmet cupcake chain,
reopened a single store on March 31.  The group of local
investors, doing business as Icing LLC, reopened the store at 6839
Lonetree Blvd. in Rocklin.

Icing on the Cupcake LLC, the chain's previous owner, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 13-
35954) on Dec. 20, 2013, in Sacramento, listing assets of $100,001
to $500,000 and liabilities of $500,001 to $1 million.  Judge
Ronald H. Sargis oversees the case.  Prior to closing doors in
late January, Icing on the Cupcake also operated stores in
Sacramento, Citrus Heights and Folsom.

The Bee's Mr. Glover said the new owners purchased the company's
assets and have said there are no current plans to expand beyond
the one store in Rocklin.

On Jan. 28, 2014, the Bankruptcy Court granted the Debtor's
request to convert the case from Chapter 11 to Chapter 7. After a
thorough review of all of its restructuring alternatives and only
after it became clear that an out-of-court alternative would not
be able to be completed sufficiently to reorganize the business,
the Debtor was not able to generate enough revenue to meet its
ongoing expenses.  The Debtor said it closed its business on Jan.
19 and does not plan on reopening.

No Official Committee of Creditors Holding General Unsecured
Claims has been appointed in this case.  Requests for special
notice have been filed by CPF Renaissance Creek, LLC and BBC Blue
Oaks, LLC.  No other parties in interest have filed any pleadings
in the case.

Schedule A filed by the Debtor lists no interests in any real
property.  Schedule B lists personal property having a value
totaling $81,400.  The Debtor lists creditors having secured
claims (excluding the landlord holding a security deposit)
totaling $26,856.  All of the listed claims are secured by the
Debtor's vehicles.

For unsecured claims, the Debtor lists tax claims totaling $93,341
on Schedule E.  Of this, $70,341.53 is stated to be priority
taxes.  On Schedule F, the Debtors lists $562,714 in general
unsecured claims (with several listed as "unknown").  The larger
general unsecured claims are identified as being owed to members
of the LLC Debtor.

Christee Owens is the managing member of the Debtor.

Matthew Eason, Esq., at Eason & Tambornini, served as the Debtor's
counsel.  He may be reached at:

     Matthew Eason, Esq.
     EASON & TAMBORNINI
     1819 K Street, Suite 200
     Sacramento, CA 95811
     Tel: 916-438-1819


IFM INVESTMENTS: Receives NYSE Listing Non-Compliance Notice
------------------------------------------------------------
IFM Investments Limited ("Century 21 China Real Estate" or the
"Company") on April 11 disclosed that it received a notice from
the New York Stock Exchange, Inc. that it is not in compliance
with one of the continued listing standards of the NYSE.  The
Company is considered below the NYSE's continued listing criteria
because its total market capitalization has been less than $50
million over a 30-trading-day period and its stockholders' equity
is less than $50 million.

The Company has notified the NYSE that it plans to submit a
business plan within 90 days from the receipt of the NYSE notice
that demonstrates its ability to regain compliance with the NYSE's
continued listing standards within 18 months.  In the event that
the NYSE accepts the Plan, the Company will be subject to
quarterly monitoring for compliance with the Plan and the
Company's ADSs will continue to be listed and traded on the NYSE
during such 18-month cure period subject to its compliance with
other NYSE continued listing standards.  In the event that the
NYSE does not accept the Plan, the Company will be subject to
suspension and delisting procedures.  The Company will continue to
communicate with the NYSE to keep it apprised of the Company's
plans to achieve compliance and progress in that regard.

The Company's business operations and SEC reporting requirements
are not affected by the receipt of the aforementioned notice from
the NYSE.

                 About Century 21 China Real Estate

IFM Investments Limited ("Century 21 China Real Estate" or "CTC")
-- http://www.century21cn.com/english-- is a comprehensive real
estate services provider and the exclusive franchisor for the
CENTURY 21(R) brand in China.  CTC primarily focuses on China's
fast-growing and highly fragmented secondary real estate market,
providing company-owned brokerage services, franchise services,
mortgage management services, primary services, commercial
services and fund management services.  CTC has experienced
substantial growth since it commenced operations in 2000, and
received numerous awards and recognition as franchisor and real
estate services provider for its service quality and business
achievements.  Century 21 China Real Estate became a public
company in January 2010 and its ADSs, each of which represents 45
ordinary shares of CTC, currently trade on the New York Stock
Exchange under the symbol "CTC."


JCK HOTELS: Reorganization Case Administratively Closed
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
ordered on April 4, 2014, administratively closing the Chapter 11
case of JCK Hotels LLC.

As reported in the TCR on Sept. 18, 2013, the Reorganized Debtor
said its case is now fully administered as demonstrated by these
factors set forth in the Advisory Committee Notes to Rule 3022:

   a) the order confirming Debtor's plan of reorganization
      has become final;

   b) any payments required by the Plan have been distributed;

   c) the Debtor has assumed the business or the management
      of property dealt with by the Plan;

   d) payments under the Plan have been completed; and

   f) all motions, contested matters and adversary proceedings
      have been fully resolved.

As reported in the TCR, the Bankruptcy Court confirmed the plan of
reorganization at a cramdown hearing on Nov. 29, 2012.  The
Plan contemplates an infusion of cash from JCK Holdings of
$400,000 and $2,200,000 from investors.  The cash infusion will be
used by the Debtor to make distributions to allowed claims as
provided in the Plan, reinstate unpaid interest and allowable
costs of approximately $1.2 million of the first trust deed holder
on the Debtor's properties.  Approximately $950,000 of the cash
infusion will be used to complete the renovations remaining on one
of the Debtor's two hotels Choice Hotel Suites, and another
$150,000 will be reserved for fees and costs incurred by
professionals in pursuit of confirming the Plan.  The balance of
approximately $450,000 will be used to pay 25% of the claims of
Pacific Western Bank and 25% of the unsecured creditors.

                       About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  The Debtor tapped Dae Hyun Kim, CPA &
Associates as financial advisor.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.  The Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.

Tiffany L. Carroll, Acting U.S. Trustee for Region 16, appointed
three unsecured creditors to serve on the Official Committee of
Unsecured Creditors of JCK Hotels.


JONES GROUP: S&P Withdraws 'BB-' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on U.S.-
based Jones Group Inc., including the 'BB-' corporate credit
rating, from CreditWatch, where S&P placed them with negative
implications on Dec. 20, 2013.  The outlook is stable.

Subsequently, S&P withdrew its corporate credit rating on Jones
Group at the company's request.  S&P also withdrew its ratings on
the $250 million 5.125% unsecured notes due 2014, which have been
repaid.

S&P is lowering the rating on the company's unsecured $400 million
8.25% unsecured notes due 2019 (6.875% notes prior to the recent
exchange offering) and $250 million 6.125% notes due 2034 to 'CCC'
from 'B+'.  The recovery rating is '6', indicating S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.  These issues will be assumed by Nine West
Holdings Inc. (previously Jasper Merger Sub Inc.).

The rating action follows the closing of the company's acquisition
by Sycamore Partners on April 8, 2014.  Subsequent to the
acquisition, various parts of the Jones Group's business will be
carved out into four separately operated businesses.


L BRANDS: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has affirmed the ratings for L Brands, Inc. (L
Brands, formerly known as Limited Brands, Inc.), including the
Long-term Issuer Default Rating (IDR) at 'BB+'.  The Rating
Outlook is Stable.

Key Rating Drivers

The affirmations reflect L Brands' strong brand recognition and
dominant market positions in intimate apparel and personal care
and beauty products, strong operating results, reasonable credit
metrics and solid cash flow generation.  The ratings also consider
the company's track record of shareholder-friendly activities.
L Brands' strong business profile is anchored by its two flagship
brands, Victoria's Secret and Bath & Body Works; a strong direct
business; and a growing international footprint.  The company's
strong comparable store sales (comps) trends since the recession
have been driven by relevant and attractive product offerings and
a loyal customer base, although comps have normalized to low
single digits in 2013 from 6% - 10% in 2011/2012.  In addition to
positive operating leverage from strong comps growth, the company
has driven margin growth through efficient inventory and expense
management.  EBITDA margins in the 20%-range compare favorably to
the broader retail average in the low teens.

Fitch expects that L Brands can sustain comps growth in the 2% -3%
range and EBITDA margin to remain in excess of 20% over the next
three years.  This is underscored by strong comps growth in both
the Victoria's Secret brand (approximately 62% of sales and EBITDA
including the Victoria's Secret direct business) and Bath & Body
Works brand (approximately 27% of sales and 32% of EBITDA).  Fitch
expects the growth of PINK in the U.S. (which could double over
the next few years from nearly $2 billion currently) and
international expansion, if executed successfully, could drive top
line growth in the mid-single-digit range.

Lease-adjusted leverage stood at 3.5x as of Feb. 1, 2014.  Fitch
expects the company to maintain a leverage profile in the mid-3x
range, and fund dividends and share repurchases with free cash
flow (FCF) and potential debt issuances.  The company's
shareholder-friendly posture is a key constraint to the rating.
Fitch expects the company will continue to generate strong FCF
before dividends in the $650 million - $750 million range annually
(or $300 million - $350 million after regular dividends) over the
next two to three years.  Capex is expected to increase to $750
million in 2014 from $690 million in 2013 and $590 million in
2012, reflecting new store constructions and square footage
expansion to primarily support PINK and international growth
(square footage to grow by approximately 3% - 4% in 2014).

Liquidity is strong, supported by a cash balance of $1.5 billion
as of Feb. 1, 2014 and the company's $1 billion revolving credit
facility.  The company has a comfortable maturity profile,
staggered over many years. Fitch considers refinancing risk low
given L Brands' strong business profile, favorable operating
trends, and reasonable leverage.

RATING SENSITIVITIES

A positive rating action would require both the continuation of
positive operating trends and the maintenance of financial
leverage in the low 3x on a consistent basis.

A negative rating action could be driven by a trend of negative
comps and/or margin compression from fashion misses, execution
missteps, or loss of competitive traction.  A larger than expected
debt-financed share repurchase and/or leverage rising to
approximately 4x would be negative for the rating.

Fitch has affirmed L Brands' IDR and issue ratings as follows:

-- Long-term IDR at 'BB+';
-- Bank credit facility at 'BBB-';
-- Senior guaranteed unsecured notes at 'BB+';
-- Senior unsecured notes at 'BB'.

The Rating Outlook is Stable.


LEAJAK CONCRETE: Files Pro Se Chapter 11 Bankruptcy
---------------------------------------------------
Jim Davis, writing for Herald Business Journal, reported that
these Snohomish County businesses or individuals filed business-
related bankruptcies with the U.S. Bankruptcy Court for the
Western District of Washington between Feb. 1 and Feb. 28.

     * Leajak Concrete Construction Inc., filed for Chapter 11
bankruptcy (Case No. 14-10766-MLB) on Feb. 5.  The petition was
filed pro se.

     * Maximillian Imports Inc., filed for Chapter 11 bankruptcy
(Case No. 14-10853-TWD) on Feb. 10, represented by David W.
Freese, Esq.

     * Roy and RaMona VanWinkle filed a joint Chapter 11 petition
(Case No. 14-11023-MLB) on Feb. 14, represented by Jeffrey B.
Wells, Esq., and Emily A. Jarvis, Esq.


LEO GROUP: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: The Leo Group, LLC
        14297 Bergen Blvd, Ste. 250
        Noblesville, IN 46060

Case No.: 14-03229

Chapter 11 Petition Date: April 13, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Robyn L. Moberly

Debtor's Counsel: Corey L. Scott, Esq.
                  LAW OFFICE OF COREY L. SCOTT, P.C.
                  8117 E. Washington Street, Suite B
                  Indianapolis, IN 46219
                  Tel: 317-634-0101
                  Fax: 317-634-0102
                  Email: info@coreyscottlaw.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Randy W. Bagley, authorized individual.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/insb14-03229.pdf


LIGHTSQUARED INC: Says It Was Right to Shut Ergen Out of Plans
--------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that LightSquared says it was right to keep Dish Network Corp.
Chairman Charlie Ergen out of its restructuring plans, claiming it
is "not required to negotiate with a competitor in its capital
structure" even if that competitor owns nearly $1 billion of the
company's debt.

According to the report, in an April 12 filing with U.S.
Bankruptcy Court in Manhattan, lawyers for Philip Falcone's
wireless venture continued making their case that the
reorganization plan is fair to Mr. Ergen, LightSquared's top
secured lender.

"There is simply no doubt that [Ergen] is receiving the
indubitable equivalent of its claim," LightSquared said in a
filing, the report cited.  A Dish spokesman declined to comment.
Mr. Ergen's response to the filing is due later this month.

Mr. Ergen has argued that LightSquared's proposal to pay back his
nearly $1 billion in bank debt over seven years via a note, rather
than in cash like a group of hedge funds that own the same type of
debt, violates the Bankruptcy Code, the report related.

LightSquared is seeking both court approval of its restructuring
plan, and a favorable ruling in a trial over whether Mr. Ergen
improperly acquired the company's debt, the report further
related.  The company and the hedge funds that own the bank debt
say Mr. Ergen bought his debt on behalf of Dish, a competitor that
was simultaneously trying to buy LightSquared's assets.

                     About LightSquared Inc.

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

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

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

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


LINDSAY GENERAL: Claims Bar Date Set for May 15
-----------------------------------------------
In the Chapter 11 cases of Destiny General Agency, Inc,
GetAutoInsurance.com Agency LLC, Lindsay General Insurance Agency,
LLC, and Map General Agency Inc., U.S. Bankruptcy Court Judge
Wendy L. Hagenau ruled that each creditor and party-in-interest
who seeks to prove a claim against the Debtors, their property or
the estate -- including, but not limited to, any claim secured by
a lien, security interest, or encumbrance against the Debtors'
property and any claim arising from the rejection of an executory
contract or unexpired lease -- must file a proof of claim with:

     Clerk, United States Bankruptcy Court
     75 Spring Street, S.W.
     Atlanta, GA 30303

on or before May 15, 2014.

           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.

As reported by the Troubled Company Reporter, the Debtors have
filed a plan of reorganization that 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.

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

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


LONGVIEW POWER: Kvaerner Wants Exclusivity Scrapped
---------------------------------------------------
Kvaerner North American Construction Inc., one of the contractors
in conflict with Longview Power, LLC, et al., over hundreds of
millions in mechanics' liens, asked the U.S. Bankruptcy Court for
the District of Delaware not to extend the period within which the
Debtors have exclusive rights to propose a plan and allow other
parties to propose plans of reorganization.

"While the need for a new or revised plan can hardly be disputed,
the Debtors should not be granted an extension of exclusivity
unless they admit that need and abandon the unworkable plan that
is currently on file.  Whereas a grant of exclusivity is warranted
where a debtor can show, among other things, good faith progress
toward reorganization, the Debtors should not receive an extension
if they are only seeking a further extension to rework their
efforts in their unending campaign to suppress Kvaerner?s rights,
notwithstanding admonishment from the Court that the Debtors are
in the business of making power, not litigation.  Quite plainly,
if the Debtors are ready to move forward and abandon their failed
campaign, then their request for an additional extension is
warranted," Eric Lopez Schnabel, Esq., at Dorsey & Whitney
(Delaware) LLP, in Wilmington, Delaware, argues, on behalf of
Kvaerner.

As previously reported by The Troubled Company Reporter, the
Debtors asked the Bankruptcy Court to extend their exclusive plan
filing period through and including June 4, 2014, and their
exclusive solicitation period through and including August 5,
2014.

A hearing on the Debtors' exclusivity extension motion is
scheduled for April 28, 2014, at 10:00 a.m. EST.

Kvaerner is also represented by Robert W. Mallard, Esq., and
Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware) LLP, in
Wilmington, Delaware; William G. Primps, Esq., at DORSEY & WHITNEY
LLP, in New York; and Jocelyn L. Knoll, Esq., and Eric Ruzicka,
Esq., at DORSEY & WHITNEY LLP, in Minneapolis, Minnesota.

                      About Longview Power LLC

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

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

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

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

A copy of the monthly operating report is available at:

      http://bankrupt.com/misc/IPCINTERNATIONALdec2013mor.pdf


MACH GEN: Court Approved Prime Clerk as Administrative Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
MACH Gen, LLC, et al., to employ Prime Clerk LLC as administrative
advisor.

As reported in the Troubled Company Reporter on March 12, 2014,
Prime Clerk is expected to, among other things, assist with
solicitation, balloting and tabulation of votes, and prepare any
related reports, as required in support of a confirmation of a
Chapter 11 plan, and in connection with those services, process
requests for documents from parties-in-interest, including, if
applicable, brokerage firms, bank back-offices and institutional
holders.

The firm will be paid these hourly rates:

   Senior Case Manager         $215
   Case Manager                $185
   Analyst                     $150
   Technology Consultant       $140
   Clerk                        $45

The firm will also be reimbursed of any necessary out-of-pocket
expenses.

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Prior to the Petition Date, MACH Gen
provided Prime Clerk a retainer in the amount of $25,000.

                         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.


MACH GEN: First Amended Prepackaged Plan Confirmed
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, on April
11, 2014, entered an order which, among other things, confirmed
the First Amended Joint Prepackaged Chapter 11 Plan of MACH Gen,
LLC, and its debtor affiliates.

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 remaining 6.5% of the new
shares will go to MACH Gen's existing equity holders.

First-lien lenders like Beal Bank USA, a group owed more than $600
million, will receive $683 million in new debt under the
restructuring plan.  General unsecured creditors will be paid in
full.

Jacqueline Palank, writing for The Wall Street Journal, reported
that declining power demand as a result of the economic downturn,
lower gas prices and greater supply of renewable energy projects
have challenged Mach Gen and led to revenue declines, and those
falling revenues made it harder for Mach Gen to service a heavy
debt load that carries significant interest expenses.

A blacklined version of the Plan dated April 9, 2014, is available
for free at http://bankrupt.com/misc/MACHGENplan0409.pdf

                       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.


MAINE STORAGE: Lewiston, Maine Property to Be Sold May 7
--------------------------------------------------------
Auburn Savings Bank, FSB, will conduct a foreclosure auction of
Maine Storage Group LLC's property on May 7, 2014, at 10:00 a.m.
at 7 North Lisbon Road, Lewiston, Maine.

The assets include a parcel of land, the buildings thereon, and
all equipment, machinery, furniture and furnishings, fixtures and
articles of personal property.

The bank is the mortgagee under a Mortgage, Security Agreement and
Financing Statement in the amount of $150,000.  Maine Storage
Group has been declared in breach of the conditions of the
mortgage.

The Real Estate and Personal Property will be sold on an "AS IS"?
"WHERE IS" BASIS, WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR
IMPLIED, AS TO THE CONDITION, FITNESS, SIZE, HABITABILITY,
MERCHANTABILITY, LOCATION OR THE STATE OF TITLE.

Any bidder wishing to bid must, prior to the start of the auction,
make a deposit of $25,000 to bid in cash or certified U.S. funds
made payable to Keenan Auction Company.  Unsuccessful bidders will
receive a refund of their deposit.  The successful bidder must pay
10% of the purchase price in cash or by certified U. S. funds to
Keenan as an additional deposit within five days of the auction.
As to the successful bidder, the deposit shall be nonrefundable,
and will be credited to the purchase price. The successful bidder
will be required to sign a purchase and sale agreement. The
balance of the purchase price shall be due and payable within 30
days of the auction.  The Real Estate shall be conveyed by a
quitclaim deed without covenant and the Personal Property by
release bill of sale.

The Mortgagee reserves the right to bid without making the
required deposit. Additional terms and conditions pertaining to
the sale may be obtained prior to the sale from Keenan. The
Mortgagee reserves the right to waive or modify the terms of sale.
The Mortgagee also reserves the right to postpone or adjourn the
sale as necessary for any reason. Other terms and conditions
pertaining to the sale may be announced at the time of the sale.

Interested bidders are urged to contact the following for further
details:

     KEENAN AUCTION COMPANY
     One Runway Road
     South Portland, Maine 04106
     Tel: (207) 885?5100
     Email: info@keenanauction.com
     http://www.keenanauction.com

Auburn Savings Bank, FSB, is represented by its attorney, Norman
J. Rattey, Esq.


MATS ETC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mats ETC Inc.
           dba Southwest Linen
        6335 Sunset Corporate Drive
        Las Vegas, NV 89120

Case No.: 14-12521

Chapter 11 Petition Date: April 13, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Taylor L. Randolph, Esq.
                  RANDOLPH LAW FIRM, P.C.
                  2045 Village Center CR., Suite 100
                  Las Vegas, NV 89134
                  Tel: 702-877-1313
                  Fax: 702-233-5597
                  Email: tr@randolphlawfirm.com

Total Assets: $438,300

Total Liabilities: $1.55 million

The petition was signed by Joseph Felix, secretary.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-12521.pdf


MAXIMILLIAN IMPORTS: Files Chapter 11 Bankruptcy in E.D. Wash.
--------------------------------------------------------------
Jim Davis, writing for Herald Business Journal, reported that
these Snohomish County businesses or individuals filed business-
related bankruptcies with the U.S. Bankruptcy Court for the
Western District of Washington between Feb. 1 and Feb. 28.

     * Leajak Concrete Construction Inc., filed for Chapter 11
bankruptcy (Case No. 14-10766-MLB) on Feb. 5.  The petition was
filed pro se.

     * Maximillian Imports Inc., filed for Chapter 11 bankruptcy
(Case No. 14-10853-TWD) on Feb. 10, represented by David W.
Freese, Esq.

     * Roy and RaMona VanWinkle filed a joint Chapter 11 petition
(Case No. 14-11023-MLB) on Feb. 14, represented by Jeffrey B.
Wells, Esq., and Emily A. Jarvis, Esq.


MEDICAL PROPERTIES: S&P Rates $300MM Unsecured Notes 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
to Birmingham, Ala.-based REIT Medical Properties Trust Inc.'s
proposed $300 million unsecured senior note offering due 2024.
The recovery rating on this debt is '3', indicating S&P's
expectations for a meaningful (50% to 70%) recovery in the event
of a payment default.  MPT Operating Partnership L.P. and MPT
Finance Corp. are both co-issuers of the new notes.  Medical
Properties Trust Inc. (MPT) plans to use proceeds of the debt
issuance primarily to acquire two general acute-care hospitals.

S&P's 'BB' corporate credit and existing senior unsecured debt
ratings on the company are unchanged.

S&P's rating on MPW reflects its assessment of the company's
"fair" business risk profile given its comparatively high, but
improved tenant and geographic concentrations while S&P
anticipates the maintenance of strong rent coverage measures.  In
addition S&P's rating also reflects an "intermediate" financial
risk profile which acknowledges the company's ability to achieve
significant portfolio growth over the past three years while
maintaining strong fixed-charge coverage, adequate liquidity, and
a very manageable debt maturity profile.

The positive outlook reflects S&P's expectation that the company
will continue to improve its portfolio diversification and
maintain stable to improving cash flow as a result of solid rent
coverage and low lease rollover.  In addition, S&P expects that
accretive acquisitions will be financed in a manner that will
support its assessment of an "intermediate" financial risk
profile.

RATINGS LIST

Medical Properties Trust Inc.
Corporate credit rating                  BB/Positive/--
  Senior unsecured debt                   BB
   Recovery rating                        3

New Rating

MPT Operating Partnership L.P.
MPT Finance Corp.
$300 mil. sr unsecured notes due 2024    BB
   Recovery rating                        3


MJC AMERICA: Wants Until October 10 to File Reorganization Plan
---------------------------------------------------------------
MJC America Ltd. asks the U.S. Bankruptcy Court for the Central
District of California to extend the exclusive periods to:

  a) file a Chapter 11 plan from April 9 to Oct. 10, 2014, and

  b) solicit acceptances of that plan from June 9 to Dec. 12.

A hearing is set for June 8, 2014, at 8:30 a.m., at Crtrm 1575,
255 E Temple St., Los Angeles, California, to consider approval of
the Debtor's extension request.

The Debtor tells the Court that the additional time will enable it
to propose a realistic plan of reorganization.  In addition, the
Debtor notes the extension of time should be warranted because it
expects meeting with its major customers in or around August 2014.
The Debtor says it will be able to better project its revenues for
the next year.

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

David A. Tilem, Esq., is the Debtor's general bankruptcy counsel.
Winston & Strawn LLP serves as special litigation counsel.

MJC disclosed $14.0 million in total assets and $15.9 million
in liabilities in its schedules.  Accounts receivable of
$9.22 million and inventory of $4.12 million comprise most of
the assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.


MOMENTIVE PERFORMANCE: Enters Chapter 11 for Agreed Debt Swap
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Momentive Performance Inc., the world's second-
largest producer of silicones for the semiconductor industry,
filed a Chapter 11 petition on April 13 in White Plains, New York,
after negotiating agreement for conversion of $1.16 billion in 9%
second-lien notes into new stock.

According to the report, agreement on the plan was reached with
holders of 85% of the second-lien notes.  Waterford, New York-
based Momentive said the plan will be filed in the "near term."
The restructuring support agreement calls for court approval of
the Chapter 11 plan within four months.

Momentive was acquired by Apollo Management LP in a $3.8 billion
transaction in 2006, the report related.  Apollo holds about 90%
of the equity.

The forthcoming plan will eliminate $3 billion in debt, leaving
the company with $1.2 billion, the report further related.  The
plan calls for full payment on the existing $237 million revolving
credit and term loan, $1.1 billion in 8.875% first-lien notes, and
$250 million in 10% senior secured notes. Bank of New York Mellon
Trust Co. is agent for those obligations.  General unsecured
creditors also will be paid in full.

The $635 million in 9 percent second-lien notes due in 2021 traded
on April 11 for 78.125 cents on the dollar, the Bloomberg report
said, citing Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. By 12:38 p.m. on April
14, the bonds had risen to 81 cents, Bloomberg said.  The $381.9
million in senior subordinated notes of 2016 traded at 12:42 p.m.
for 29 cents on the dollar.


MOMENTIVE PERFORMANCE: Case Summary & 50 Top Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

  Debtor                                               Case No.
  ------                                               --------
  MPM Silicones, LLC                                   14-22503
     fka GE Silicones, LLC
  260 Hudson River Road
  Waterford, NY 12188

  Juniper Bond Holdings I LLC                          14-22504

  Juniper Bond Holdings II LLC                         14-22505

  Juniper Bond Holdings III LLC                        14-22506

  Juniper Bond Holdings IV LLC                         14-22507

  Momentive Performance Materials Holdings Inc.        14-22508

  Momentive Performance Materials Inc.                 14-22509

  Momentive Performance Materials Quartz, Inc.         14-22510

  Momentive Performance Materials USA Inc.             14-22511

  Momentive Performance Materials Worldwide Inc.       14-22512

  Momentive Performance Materials South America Inc.   14-22513

  Momentive Performance Materials China SPV Inc.       14-22514

Type of Business: Silicone and Quartz Producer

Chapter 11 Petition Date: April 13, 2014

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

Judge: Hon. Robert D. Drain

Debtors' Counsel:    Matthew Allen Feldman, Esq.
                     Rachel C. Strickland, Esq.
                     Jennifer J. Hardy, Esq.
                     WILLKIE FARR & GALLAGHER LLP
                     787 Seventh Avenue
                     New York, NY 10019-6099
                     Tel: 212-728-8651
                     Fax: 212-728-8111
                     Email: maosbny@willkie.com
                            jhardy2@willkie.com
                            rstrickland@willkie.com

Debtors'             ALIXPARTNERS, LLP
Restructuring
Advisors:

Debtors'             MOELIS & COMPANY LLC
Investment
Banker:

Debtors' Claims      KURTZMAN CARSON CONSULTANTS LLC
and Noticing Agent:

Consolidated Assets: $2.7 billion as of Dec. 31, 2013

Consolidated Liabilities: $5.02 billion as of Dec. 31, 2013

The petitions were signed by Douglas A. Johns, executive vice
president, general counsel, and secretary.

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

                                   Nature of
   Entity                            Claim       Claim Amount
   ------                          ---------    --------------
The Bank of New York Mellon Trust    Notes      $1,160,687,000
Company, N.A.
525 William Penn Place
38th Floor
Pittsburgh, PA 15259
Fax: 412-234-7535

GE Capital Equity Investments, Inc.  Note         $876,955,326
201 Merritt 7, 1st Floor
P.O. Box 4800
Norwalk, CT 06856-4259
Account Manager ? Momentive
Fax: 203-229-5097

The Bank of New York Mellon          Notes        $381,869,000
525 William Penn Place
38th Floor
Pittsburgh, PA 15259
Fax: 412-234-7535

The Bank of New York Mellon Trust    Notes        $182,945,280
Company, N.A.
525 William Penn Place
38th Floor
Pittsburgh, PA 15259
Fax: 412-234-7535

Odyssey Logistics &                  Trade Debt     $3,685,324
Technology Corp.
39 Old Ridgebury Rd
Danbury, CT 06810
Tel: 704-529-6300
Fax: 704-973-0987

Globe Metalurgical Inc.              Trade Debt      $3,642,356
Country Road 32
Beverly, OH 45715
Tel: 800-845-6238
Fax: 740-984-8691

Mitsubishi Gas Chemical              Trade Debt      $3,338,333
America Inc.
655 3rd Ave, 24th Floor
New York, NY 10017
Tel: 212-687-9030
Fax: 212-687-2810

Amerada Hess Inc.                    Trade Debt      $2,500,510
126 N. Salina Street
Syracuse, NY 13202
Tel: 315-234-5300
Fax: 315-423-0964

Fischback USA Inc.                   Trade Debt      $2,428,175
900 Peterson Drive
Elizabethtown, KY 42701
Tel: 270-769-9333
Fax: 270-505-1256

Unimin Corp                          Trade Debt      $2,248,247
258 Elm St.
New Canaan, CT 06840
Tel: 203-966-8880
Fax: 203-972-1870

Auramet Trading LC                   Trade Debt      $1,936,507
2 Executive Drive, Suite 645
Fort Lee, NJ 07024
Tel: 201-905-5000
Fax: 201-905-5001

Mauser USA LLC                       Trade Debt      $1,423,139
219 Commercial Drive
Mount Vernon, OH 43050
Tel: 740-397-1762
Fax: 740-397-0302

Sea Lion Technology Inc.             Trade Debt      $1,181,360
5700 Century Blvd.
Texas City, TX 77592
Tel: 409-948-4351
Fax: 281-337-7758

Kao Specialties Americas LLC         Trade Debt      $1,020,997
1620 Belmar St.
High Point, NC 27261
Tel: 336-307-0112
Fax: 336-884-1069

Ungerer & Co.                        Trade Debt       $835,200
110 N. Commerce Way
Bridgeville, PA 15017
Tel: 610-882-3869
Fax: 610-868-0530

General Electric                     Trade Debt       $817,059
10 Riverview Drive
Danbury, CT 06810
Tel: 203-749-6000
Fax: 203-567-8486

Zhejiang Huanxin Fluoro              Trade Debt       $789,033
Material Co. Lt.
No. 1007 Jiu Ling Xi Road
Yongkang 130 321300
China
Tel: 86-579-7271585
Fax: 5797271599

Nippon Kasei Chemicals Co. Ltd.      Trade Debt       $762,285
188 Shinkawa Chuo-Ku
Tokyo 1040033 Japan

Schuetz Container Systems Inc.       Trade Debt       $609,732
200 Aspen Hill Rd.
North Branch, NJ 08876
Tel: 908-526-6161
Fax: 908-526-5621

QSIP Canada ULC                      Trade Debt       $538,822
6500 Yvon Trudeau
Becancour, QC G9h 2V8
Canada
Tel: 819-294-6000
Fax: 819-294-9001

Unipex Solutions Canada              Trade Debt       $410,046
1570 Ampere Ste 106
Boucherville, QC J4B 7L4
Canada
Tel: 450-449-6363
Fax: 450-449-5281

McJunkin Corporation                 Trade Debt       $408,414
12 Parkway Place
Edison, NJ 08837
Tel: 732-225-4005
Fax: 732-220-1453

The B&B Albany Pallet Co. Inc.       Trade Debt       $346,622
Drawer T Solvay Road
Jamesville, NY 13078
Tel: 315-492-1786
Fax: 315-469-4946

Occidental Chemicals Corporation     Trade Debt       $343,988
5005 LBJ Freeway
Dallas, TX 75380
Tel: 800-752-5151
Fax: 713-985-1491

Packaging Corporation of America     Trade Debt       $328,964
212 Roelee St.
Trinity, NC 27370
Tel: 336-434-0600
Fax: 336-861-5601

American Chemistry Council           Trade Debt       $317,356
1300 Wilson Blvd.
Arlington, VA 22209
Tel: 703-741-5000
Fax: 703-741-6050

Imerys Ceramics                      Trade Debt       $316,453
100 Mansell Court East Ste 300
Roswell, GA 30076
Tel: 770-594-0660
Fax: 770-645-3631

Applied Ceramics Inc.                Trade Debt       $306,362
5555 Pleasantdale Rd.
Doraville , GA 30340
Tel: 770-448-6888
Fax: 770-368-8261

RA Mueller, Inc.                     Trade Debt       $302,316
11270 Cornell Park Dr.
Cincinnati, OH 45242
Tel: 513-247-5336
Fax: 713-996-6261

Bearing Distributors, Inc. (BDI)     Trade Debt       $302,149
8000 Hub Parkway
Cleveland, OH 44125
Tel: 216-642-9100
Fax: 216-642-9573

Addivant USA LLC                     Trade Debt       $296,805
P.O. Box 8600
Philadelphia, PA 19178-6702
Tel: 203-573-2759
Fax: 317-667-1672

Xinyaqiang Silicon Chemistry         Trade Debt       $296,509
No.3 Jingwu Rd. Industrial Park
Suqian City 100
223809
China
Tel: 86-527-882621
Fax: 86-527-88262155

Calumet Penreco LLC                  Trade Debt       $295,977
2780 Waterfront Pkwy E. Dr.
Indianapolis, IN 46214
Tel: 877-269-4711
Fax: 724-756-1050

Specialty Minerals Inc.              Trade Debt       $290,288
640 North 13th Street
Easton, PA 18042
Tel: 800-225-1156
Fax: 413-743-4527

Zircoa Inc.                         Trade Debt        $285,735
31501 Solon Rd.
Solon, OH 44139
Tel: 440-349-7224
Fax: 440-248-8864

Praxair Inc.                        Trade Debt        $263,346
39 Old Ridgebury Rd.
Danbury, CT 06810-5113
Tel: 203-837-2000
Fax: 203-837-2511

Transpek Industry Ltd.              Trade Debt        $260,864
6th Flr, Marble Arch
Race CourseCircle
Vadodara - 390 007
Gujarat-India

Univar USA Inc.                     Trade Debt        $258,409
17425 NE Union Hill Rd.
Redmond, WA 98052
Tel: 845-889-3621
Fax: 845-828-8515

BASF Corp.                          Trade Debt        $255,236
100 Campus Dr.
Florham Park, NJ 07932
Tel: 800-443-6460
Fax: 800-634-9105

SCM Metal Products Inc.             Trade Debt        $249,594

PSC                                 Trade Debt        $243,950

OCI Melamine Americas Inc.          Trade Debt        $243,664

Allegheny Power                     Trade Debt        $235,411

Galata Chemicals, LLC               Trade Debt        $232,389

Airgas Inc.                         Trade Debt        $225,684

DXP Enterprises Inc.                Trade Debt        $223,247

CEVA Logistics U.S., Inc.           Trade Debt        $222,567


Albea Americas Inc.                 Trade Debt        $222,046

Take Care Health Systems            Trade Debt        $221,644

Greif Inc.                          Trade Debt        $201,714


MULTI PACKAGING SOLUTIONS: S&P Withdraws 'B' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Multi Packaging Solutions Inc.

"The withdrawal follows the completion of the merger between
Chesapeake Services Ltd. and MPS, which formed parent company
Chesapeake/MPS Merger Ltd.," said Standard & Poor's credit analyst
Daniel Krauss.  The 'B+' issue-level rating and '2' recovery
rating on MPS' $50 million revolving credit facility and $330
million senior secured term loan remain unaffected.  The 'B-'
issue-level and '5' recovery ratings on the $200 million senior
unsecured notes issued by MPS also remain unaffected.  The
corporate credit rating of 'B' will remain at the Chesapeake/MPS
Merger Ltd. level.  The outlook is stable.


MUNDY RANCH: April 29 Hearing on Adequacy of Plan Outline
---------------------------------------------------------
The Bankruptcy Court will convene a final hearing on April 29,
2014, at 10:30 a.m., to consider adequacy of information in the
Disclosure Statement explaining the Plan of Reorganization for
Mundy Ranch Inc.  Objections, if any, are due April 25.

As reported in the Troubled Company Reporter, Robert Mundy, a
shareholder of the Debtor, submitted a plan of reorganization for
the Debtor on Jan. 9, 2013.  According to Robert Mundy, the Debtor
failed to file its own Plan within the time allowed.  Robert is
the son of James Mundy, the president and person in control of the
Debtor.  The entire beneficial interest of the Debtor is owned by
James Mundy, sons Robert and Mark Mundy, or by children of Mark
Mundy.

Mundy's Plan proposes to treat claims and interests as follows:

  (1) The scheduled amount of the New Mexico Department of
Taxation and Revenue Priority Claim in Class 1 will be paid from
the first available liquidation proceeds after all administrative
claims and all Class 2, 3 and 4 claims have been paid, together
with interest.

  (2) The Class 2 Claim of Rio Arriba County, secured by statutory
lien on all of the Debtor's real property assets, will be paid in
full from the proceeds of the liquidation of each parcel of real
property, as each parcel is sold, together with interest.

  (3) The Class 3 claim of Rabo Agrifinance, secured by first
mortgage on the Mundy Ranch, will be paid from the liquidation
proceeds of the sale of all or any portion of the Mundy Ranch,
together with interest, after payment of costs of sale and the
Class 2 claim.

  (4) The Class 4 claim of Valley National Bank, secured by a
second mortgage on the Mundy Ranch, will be paid from the
liquidation proceeds of the sale of all or any portion of the
Mundy Ranch, together with interest, after payment of costs of
sale and the claims of Class 2 and Class 3 claims.

  (5) Non-insider general unsecured non-priority claims in Class 5
will be paid after payment of Class 1, 2, 3 and 4 claims, pro-
rata, together with interest.

  (6) Any liquidation proceeds remaining after payment of all
administrative claims and all claims in Classes 1, 2, 3, 4, 5, 6,
7 and 8 will be divided pro-rata among the common and preferred
shareholders pro-rata to their interests.

Payments and distributions under the Plan will be funded by the
income from the liquidation of the Debtor's assets.  According to
Mr. Mundy, if the values of the Debtor's assets as reported by the
Debtor are accurate, there will be more than enough proceeds
available to pay all claims in Classes 1 through 6, with the
residual being distributed to Classes 7, 8 and 9, the equity
security holders.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


NATURAL MOLECULAR: U.S. Trustee Amends Committee Members
--------------------------------------------------------
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, on March 20
amended the members of the Official Committee of Unsecured
Creditors in the Chapter 11 case of Natural Molecular Testing
Corporation:

The new members of the Committee are:

1. Camber Health Partners
   Attn: Stephanie Bloomfield, Attorney
   GORDON THOMAS HONEYWELL
   1201 Pacific Avenue, Suite 2100
   Tacoma, WA 98402
   Tel: (253) 620-6514
   Fax: (253) 620-6565
   E-mail: sbloomfield@gth-law.com

2. GenoPath Solutions, LLC
   Attn: William M. Hancock, Attorney
   WOLFE, JONES, CONCHIN, WOLFE, HANCOCK & DANIEL, LLC
   905 Bob Wallace Avenue
   Huntsville, AL 35801
   Tel: (256) 534-2205
   Fax: (256) 519-6691
   E-mail: bankruptcy@wolfejones.com

3. Pharmacogenomics Testing, LLC
   Attn: Charlie Rodkey, President
   25806 Lewis Ranch Road
   New Braunfels, TX 78132
   Tel: (210) 218-8610
   E-mail: crrodkey@gmail.com

4. Honolulu Blue Ventures
   Attn: Jim Grossi, Managing Member
   25 Ionia SW, Suite 503
   Grand Rapids, MI 49503
   Tel: (248) 425-3880
   E-mail: jgrossi@hbvusa.com

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.  Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.


NGPL PIPECO: Fitch Lowers IDR to 'B-'; Outlook Negative
-------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) for
NGPL PipeCo LLC (NGPL) to 'B-' from 'B'.  Also downgraded, to 'B-
/RR4' from 'B/RR4', are NGPL's senior notes and Term Loan B.  The
Rating Outlook is revised to Negative from Stable.

A total of $2.95 billion of outstanding senior debt is affected by
the rating downgrade.

KEY RATING DRIVERS

The downgrade reflects NGPL's weakening credit metrics, primarily
the result of 2010 Federal Energy Regulatory Commission (FERC)
mandated phased-in decreases in operating subsidiary Natural Gas
Pipeline Company of America's (NGPCA) base recourse rates and fuel
retention factors, and unfavorable market conditions.  Current gas
market conditions characterized by low commodity prices, reduced
basis spreads, and low volatility will likely have a further
negative impact on near- to intermediate-term operating results.

Furthermore, growing natural gas production from the Marcellus
basin is displacing historical supplies shipped on certain west-
to-east transport paths, particularly on the company's Louisiana
Line.

Fitch expects NGPL's calendar 2013 debt/EBITDA to be approximately
9.64x based on Fitch estimated EBITDA of $306 million.  NGPL's
ability to maintain the current level of EBITDA could result in a
modest improvement in leverage metrics to 9.5x or below in 2014-
2015 as the Term Loan balance is reduced through the credit
facilities' debt amortization and excess cash flow sweep
provisions.  However, a breach of the credit facilities' leverage
covenant could occur in the future, especially since the maximum
leverage test drops from 9.75x to 9.50x in 2015 and drops again to
9.25x in 2016.  Management has indicated that $50 million of cash
now held at NGPL's holding company could be available for use to
cure a financial covenant breach.

Other credit concerns include: the relatively short average term
of NGPCA's transportation and storage contracts of approximately
three years and the related re-contracting risk; the limiting
effect of reduced cash flows on the company's operating
flexibility and strategies; and the refinancing of maturing $1.25
billion senior notes and the Term Loan B (currently $650 million)
in 2017.

Favorable considerations include NGPL's strong Chicago/Midwest
market franchise which accounts for a significant portion of total
EBITDA, its high-quality and reliable utility customer base, a
strong demand for storage services, limited liquidity needs, and
the near-term financial benefits of a cold 2014 winter heating
season.  Also the interconnection between NGPL's Louisiana Line
with the Sabine Pass liquid natural gas (LNG) facility could
result in increased throughput in 2016-2017, when the facility is
expected to begin exporting LNG.

Liquidity Adequate: NGPL's $75 million secured revolver matures in
September 2017.  In March 2013, NGPL and its lenders entered into
a First Amendment to the credit agreement by which two financial
covenants were loosened.  As amended, interest coverage must not
be less than 1.35x through March 31, 2013; 1.20x thereafter
through Sept. 30, 2015; and 1.30x thereafter.  Leverage must not
exceed 9.75x through Sept. 30, 2015; 9.50x thereafter through
Sept. 30, 2016; 9.25x thereafter through March 31, 2017; and 9.00x
thereafter.  At Sept 30, 2013, the interest coverage ratio was
1.33x and the leverage ratio was 9.61x.  In addition, the excess
cash flow sweep was increased from 60% of excess cash flow to 100%
of excess cash flow if the leverage ratio is over 7.0x.  NGPL had
$60 million of cash on its balance sheet at Sept. 30, 2013.

NGPL's senior notes together with its Term Loan B and $75 million
revolving credit facility (the credit facilities) are secured
equally and ratably by a first priority lien on the capital stock
of NGPL's two direct operating subsidiaries, NGPCA and Kinder
Morgan Illinois Pipeline LLC (the shared collateral).  The
subsidiaries had no indebtedness at Sept. 30, 2013.  The lenders
under the credit facilities also have a lien on all current and
future assets of NGPL not constituting shared collateral.

Currently there is no material non-shared collateral.

Under the terms of the indenture for the senior notes, at such
time the credit facilities are repaid in full, or the liens for
the shared collateral cease to secure the credit facilities, the
liens in the shared collateral granted for the benefit of the
senior notes will terminate.  The senior note indenture has
restrictions on asset sales, restricted payments, and debt
incurrence.  Should the notes be rated investment grade, indenture
covenants restricting certain NGPL activities would no longer
apply.  Covenants that would be affected include restricted
payments, incurrence of debt, and transactions with affiliates.

Recovery Rating Analysis: Fitch projects a going-concern
enterprise valuation of $1.54 billion, using a 5.5x multiple and
an EBITDA of approximately $280 million, which is 8.5% lower than
2013 Fitch estimated EBITDA of $306 million.  After deducting
Fitch's standard 10% administrative claim, Fitch estimates
recovery of the senior notes and Term Loan B at their current
outstanding amount of $2.95 billion of 47%, which is near the high
end of the 31%-50% 'RR4' range.  Debt reduction through the credit
facilities' debt amortization and excess cash flow sweep
provisions could result in improving recovery.

RATING SENSITIVITIES

Positive: future developments that may, individually or
collectively, lead to a positive rating action include:

-- Improving credit metrics through some combination of revenue
    growth and or debt reduction with sustained leverage below
    7.0x;

-- Successfully refinancing of debt which is maturing in 2017.

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

-- Operating results that are weaker than current expectations;

-- A breach of the credit facilities' financial covenants;

-- The inability to refinance debt maturing in 2017.

NGPL is 80% owned by Myria Acquisition Inc., a consortium of
investors including Brookfield Infrastructure Partners, SteelRiver
Infrastructure Fund North America, a Canadian pension fund and a
Netherlands pension fund 20% owned by Kinder Morgan, Inc. (IDR
rated 'BB+' Outlook Stable by Fitch).

Fitch downgrades the following ratings and revises the Outlook to
Negative from Stable:

NGPL PipeCo LLC

-- IDR to 'B-' from 'B';
-- Senior secured notes to 'B-/RR4' from 'B/RR4';
-- Term Loan B to 'B-/RR4' from 'B/RR4'.


NIOCAN INC: TSX Reviews Continued Listing Eligibility
-----------------------------------------------------
Niocan Inc. on April 11 disclosed that it has received notice of
from the Toronto Stock Exchange stating that the TSX is currently
reviewing the eligibility of the Company for continued listing of
its securities on the TSX.  Specifically, the TSX is evaluating
the Company with respect to the following two requirements: (i)
the minimum expenditures on exploration and/or development work,
and (ii) the minimum market value of publicly "freely-tradable"
shares.

The Company is discussing with the TSX its current expenditures
made to develop the Oka Niobium Property and the Great Whale Iron
Property.

The TSX has asked that the Company provide information related to
the delisting review within 120 days to demonstrate compliance
with the TSX Requirements.  If the Company is unable to
demonstrate on or before August 5, 2014 that it meets the TSX
Requirements, its securities will be delisted 30 days from such
date.

The Company shall provide further information and comments to the
TSX.

Headquartered in Montreal, Canada, Niocan Inc. --
http://www.niocan.com/-- is a development-stage company.  The
Company has mineral exploration and development properties in the
province of Quebec.  The Company's is devoted to financing,
developing and obtaining permits for its niobium property in Oka
(the Oka Niobium Project).


NNN 123: Seeks Approval of Restructuring Support Agreement
----------------------------------------------------------
NNN 123 North Wacker, LLC, and NNN 123 North Wacker Member, LLC,
maintained that their restructuring support agreement warrants
approval from the U.S. Bankruptcy Court for the Northeastern
District of Illinois, Eastern Division, and asserted that the
objections to the RSA should be overruled.

The RSA, which was signed on Feb. 21, 2014, and amended on
March 13, was a result of discussions and negotiations with the
secured lender and two proposed equity investors, to develop a
restructuring scenario that will provide meaningful benefits to
the Debtors' estates, the 30-story blue chip office building at
123 N. Wacker Drive, in Chicago, Illinois, and the non-debtor
tenant in common.  The RSA proposes to give consenting non-debtor
TICs limited interests in the parent, intended to allow them to
continue their tax deferrals and share in the upside if the
Property recovers.  The non-debtor TICs would further benefit from
a covenant not to sue that releases them and their principals from
claims based on the defaulted loan arising prior to the closing.

Moreover, the RSA provides that if the proposed purchaser acquires
the property, to reinstate the existing mortgage loan as modified
in the manner negotiated by the parties to the RSA.  Furthermore,
the RSA commits the proposed investors, ND Investment-123 N.
Wacker-T, LLC, and Sovereign Capital Management Group, Inc., to
contribute new equity of $12-15 million if the Proposed Purchaser
acquires the Property.

The RSA was entered into between and among (i) Wells Fargo Bank,
N.A., as trustee and successor collateral agent for the registered
holders of GE Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2005-C4; (ii) Wells Fargo Bank,
National Association, a national banking association, as trustee
for the beneficial owners of N-Star REL CDO VI Grantor Trust,
Series Hl (iii) ND Investment; (iv) Sovereign; and the Debtors.

                      Wells Fargo Supports RSA

Wells Fargo Bank, N.A., as Trustee for the registered holders of
GE Commercial Mortgage Corporation, Commercial Mortgage Pass-
Through Certificates, Series 2005-C4 acting by and through C-III
Asset Management LLC, a Delaware limited liability company, as
successor to Midland Loan Services Inc., in its capacity as
special servicer for the 123 North Wacker Whole Loan, pursuant to
the Pooling and Servicing Agreement dated December 1, 2005, join
in the Debtors' assertions and asked the Court to approve the RSA.
Wells Fargo asserted that the RSA was negotiated aggressively,
extensively, and at arm's length by and among the Debtors, the
Noteholder, and other parties.  The terms of the RSA reflect
significant concessions by the Noteholder, which holds the fulcrum
security in the Chapter 11 cases and whose consent is integral to
a restructuring of the Property, Wells Fargo further asserted.

                   TIC Members Object to RSA

NNN 123 North Wacker 1, LLC, and several tenants in common who own
over 86% of the property that constitutes the only significant
asset of the Debtors, argued that the restructuring motion, and
indeed both of the bankruptcy cases filed by the Debtors, are
blatant attempts to have Daymark Properties Realty, Inc., or an
affiliate or related party seize control of the 30-story blue chip
office building at 123 N. Wacker Drive, in Chicago, Illinois.  The
TIC Members complain, among other things, that the Restructuring
Motion does not address why the RSA is necessary, noting that the
RSA appears structured to deny the TIC Members the opportunity to
negotiate with the lender.

Troy Thomas, a member of NNN 123 North Wacker, LLC, also objected
to the Restructuring Motion, arguing that the motion should be
denied for a variety of reasons, including (i) the Debtor?s
complete lack of corporate authority to propose entering into the
RSA or even to have filed the Chapter 11 case, (ii) the RSA is not
a proper exercise of the Debtor?s business judgment and would
represent a breach of the fiduciary duties owed by the manager of
the Debtor to its members, since the RSA terms primarily benefit
the purported manager of the Debtor and the Lenders and are
detrimental to the interests of Debtor?s members, and (iii) the
RSA is unnecessary.

The Debtors are represented by D. Tyler Nurnberg, Esq., Anthony G.
Stamato, Esq., Daniel J. Hartnett, Esq., and Seth J. Kleinman,
Esq., at KAYE SCHOLER LLP, in Chicago, Illinois.

Wells Fargo is represented by Thomas S. Kiriakos, Esq., and Aaron
Gavant, Esq., at Mayer Brown LLP, in Chicago, Illinois; and W.
Michael Bond, Esq., and Elisa R. Lemmer, Esq., at Weil, Gotshal &
Manges LLP, in New York.

The TIC Members are represented by Emily Stone, Esq., at LOEB &
LOEB LLP, in Chicago, Illinois; and Bernard R. Given II, Esq., at
Loeb & Loeb LLP, in Los Angeles, California.

Mr. Thomas is represented by Stephen T. Bobo, Esq. --
sbobo@reedsmith.com -- and Theresa Davis, Esq. --
tdavis@reedsmith.com -- at Reed Smith LLP, in Chicago, Illinois.

                  About NNN 123 North Wacker, LLC

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel.  The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.


NNN 123: Cash Collateral Hearing Continued to June 30
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
will convene a hearing on June 30, 2014, at 10:30 AM, regarding
NNN 123 North Wacker LLC's use of cash collateral.

As reported in the Troubled Company Reporter on Jan. 7, 2014, the
Debtor sought and obtained authorization from the Court to use
cash collateral until Jan. 31, 2014, to pay expenses related to
the improved real property located at 123 North Wacker Drive
in Chicago.  A copy of the budget is available for free at:

     http://bankrupt.com/misc/NNN123cashcollorderbudget.pdf

The party with an interest in the cash collateral is Wells Fargo
Bank, N.A., as Trustee, for the registered holders of GE
Commercial Mortgage Corporation, Commercial Mortgage Pass-
Through Certificates, Series 2005-C4 acting by and through C-III
Asset Management LLC, a Delaware limited liability company, as
successor to Midland Loan Services Inc., in its capacity as
special servicer for the 123 North Wacker Whole Loan pursuant to a
Pooling and Servicing Agreement dated Dec. 1, 2005.

As adequate protection for the use of cash collateral, the Lender
will receive a $520,701 adequate protection payment to be applied
to the indebtedness owed pursuant to the loan documents.

The $669,981.52 of remaining amounts needed to fund the required
tenant improvements costs and leasing commissions associated with
the lease of office space to FPL Corporate Services, LLC, will be
placed by the Lender in an escrow account with Zodiac Title
Services LLC.

                  About NNN 123 North Wacker, LLC

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel.  The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.


NORTHERN BERKSHIRE: BMC Has Hired 143 of NARH's Employees
---------------------------------------------------------
Sam Hudzik, writing for New England Public Radio's Nepr.net,
reported that Berkshire Medical Center said it has hired 143 of
Northern Berkshire Healthcare's employees who were affected by the
hospital operator's abrupt closure in March.  About a 100 were
hired for permanent positions and the rest on 90-day contracts.

The report also said home care and hospice services continue
without interruption, according to a statement from BMC.  Local
family medicine and OB-GYN practices continue to see patients, and
lab services are available.  According to the report, still
unsettled is the emergency care.  BMC said it is trying to open a
"satellite emergency facility" but a spokesperson said the time-
frame and location are still uncertain.

Tammy Daniels, writing for iBerkshires.com, reported earlier this
month that NBH filed for Chapter 7 bankruptcy on April 3, throwing
efforts to restore emergency services into uncertainty.  The
report said Judge John J. Agostini of the Berkshire Superior Court
continued a temporary restraining order on the North Adams
Regional Hospital to restore emergency services through the
auspices of BMC.  Judge Agostini's authority to continue the TRO,
however, was called into question because of the bankruptcy
filing.

According to Mr. Daniels' report, attorneys representing the
attorney general's office argued that the public health emergency
created by the hospital closure takes precedent.  They have asked
for a 90-day injunction -- the amount of time required by state
regulations for closing an "essential hospital service" -- to
allow time for alternatives to be considered.

iBerkshires.com reported that Daniel C. Cohn, Esq., at Murtha
Cullina LLP, representing NBH, said his client wanted the talks of
reopening the emergency department to continue but the federal
bankruptcy proceedings trumped the judge's authority.  Until a
federal trustee is assigned, there is no one who can make
decisions regarding the hospital property.

Mr. Cohn may be reached at:

     Daniel C. Cohn, Esq.
     MURTHA CULLINA LLP
     99 High Street, 20th Floor
     Boston, MA 02110
     Tel: 617-457-4155
     Fax: 617-482-3868
     E-mail: dcohn@murthalaw.com

iBerkshires.com's Andy McKeever reported that Judge Henry J.
Boroff, who is presiding over the Chapter 7 case, on April 7
agreed that reopening the emergency services was a priority.  The
judge went so far as to wonder if he shouldn't put in an extra
layer of authority to uphold the state's previous order for BMC to
operate the Emergency Department.  The report said the court-
appointed Trustee Harold B. Murphy, Esq., at Murphy & King PC, the
attorneys for the state, Berkshire Health Systems and major
creditor Wells Fargo Bank assured Judge Boroff that they were in
agreement.

               About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., a non-profit healthcare
corporation in northern Berkshire County, Massachusetts, filed for
Chapter 7 bankruptcy on April 3, days after closing the North
Adams Regional Hospital on March 28.  The Board of Trustees cited
a worsening financial status following Chapter 11 bankruptcy in
2011, financial restructuring and the closing of its psychiatric
facility in January.

Berkshire Medical Center has been apponted to resume operation of
NARH's ER.

NBH emerged from Chapter 11 bankruptcy proceedings in June 2012.

NBH, together with affiliates, operated the North Adams Regional
Hospital and a visiting nurse association and hospice in North
Adams, Massachusetts.  Northern Berkshire Healthcare, Inc., North
Adams Regional Hospital, Inc., Visiting Nurse Association &
Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare
Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed
for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on
June 13, 2011, to address their overleveraged balance sheet and
effect a reorganization of their operations.  On the same day,
Northern Berkshire Community Services, Inc., filed a petition for
Chapter 7 relief also in the District of Massachusetts bankruptcy
court.

Judge Henry J. Boroff presided over the Chapter 11 cases.  Steven
T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow,
Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in
Boston, Mass., served as bankruptcy counsel in the Chapter 11
cases.  The Debtors' Financial Advisors were Carl Marks Advisory
Group LLC.  GCG Inc. served as claims and noticing agent.

NBH disclosed $22,957,933 in assets and $53,379,652 in liabilities
as of the Chapter 11 filing.  The petition was signed by William
F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

The Debtors obtained confirmation of their Chapter 11 plan on
April 10, 2012.  According to the Troubled Company Reporter on
June 8, 2012, Northern Berkshire Healthcare said on June 5, 2012,
it has emerged from Chapter 11 reorganization.


ORMET CORP: 7th Interim Winddown Plan Approved
----------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware issued a seventh interim order approving
Ormet Corporation, et al.'s interim plan to wind down their
business and granting them authority to modify employee benefit
plans consistent with the winddown plan.

The Debtors are authorized to make payments through and including
April 17, 2014, in the implementation of the Interim Winddown
Plan.  The Court will hold a further hearing on April 17, at 10:30
a.m. (ET).

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.

In December 2013, Ormet completed a previously approved sale of
its alumina smelter in Burnside, Louisiana, to Almatis Inc. for
$39.4 million.  There was no auction.  Completion of a court-
approved sale of the business to lender and part owner Wayzata
Investment Partners LLC became impossible when Ohio utility
regulators refused in October to grant reductions in electricity
prices. Wayzata would have acquired the business largely in
exchange for debt.

Ormet also has sold 32,000 metric tons of alumina for $8.4 million
to Glencore AG, and its rights and interests in and to 17,086 MT
baked carbon anodes, located at the Debtors' Hannibal, Ohio
location, and its rights and interest in and to 34,755 MT baked
carbon anodes, located in a storage in Baltimore, Maryland, to
Alcoa Materials Management, Inc.


PACIFIC STEEL: Can Hire Burr Pilger Mayer as Fin'l Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Pacific Steel Casting Company, et al., to employ Burr
Pilger Mayer, a certified public accounting firm, as financial
consultant.

As reported in the Troubled Company Reporter on April 9, 2014,
BPM will, among other things:

   a. assist in the preparation of cash collateral budgets,
      review all expenditures to ensure conformity with those
      budgets and to support the loan underwriting process;

   b. develop financial analysis, as necessary to support the
      loan underwriting process; and

   c. assist in the loan closing process.

The hourly rates of BPM's personnel are:

         Experience Level                        Rate
         ----------------                        ----
         Principals                           $325 - $500
         Directors and Managers               $215 - $450
         Supervisors, Seniors, and Staff       $65 - $250
         Administrative                        $55 -  $65

On March 6, 2014, BPM received payment of:

   1. $69,064 from PSC for services rendered from Nov. 7, 2013,
      through March 6, 2014, that exceeded the initial $2,500
      retainer on behalf of both PSC and BP; and

   2. a $50,000 prepetition retainer from PSC on behalf of
      both PSC and BP for the chapter 11 bankruptcy cases.

BPM was not owed any amounts by PSC or BP on the Petition Date.

                About Pacific Steel Casting Company

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.


PACIFIC STEEL: Court Approves Binder & Malter as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Pacific Steel Casting Company to employ Binder &
Malter, LLP, as counsel.

As reported in the Troubled Company Reporter on March 25, 2014,
Michael W. Malter, Esq., a senior partner with the law firm Binder
& Malter, LLP, assures the Court that his firm does not hold or
represent any interest adverse to PSC or its estate.  Binder &
Malter, LLP also represents Berkeley Properties, LLC.  As part of
its investigation into the financial transactions of PSC and BP,
it was revealed that PSC leased property from BP and paid a
monthly rent.  From time to time, as needed by PSC, BP would then
transfer the funds collected back to BP.  Those transactions were
recorded as an intercompany receivable on BP's books and as an
intercompany payable on PSC's books.  The last of these
transactions occurred on March 5, 2014, when BP made a transfer of
$550,000 to PSC.  These transactions do not present a conflict of
interest which would preclude the appointment of Binder & Malter,
as bankruptcy counsel to PSC and BP, Mr. Malter said.  Binder &
Malter LLP is not aware of any inter-company payables or
receivables at the time of filing the bankruptcy petitions, other
than the on-going lease agreement between PSC and BP.  Moreover,
as an additional measure, notwithstanding the absence of any known
conflicts of interest, PSC and BP have both executed a waiver of
any potential or unknown conflicts of interest that might arise
due to Binder & Malter LLP's dual representation of both Debtors.

Mr. Malter related that PSC initially engaged his firm for
bankruptcy analysis on or about August 2, 2013.  On August 2,
2013, Binder & Malter received payment of $20,000 from a third
party; Tri-Pacific, Inc., the majority shareholder of PSC, holding
approximately 82% of common stock of PSC.  On October 14, 2013,
PSC executed an Attorney-Client Fee Agreement for bankruptcy
analysis effective as of July 29, 2013.  Subsequent payments of
$9,416 and $9,073 were paid to Binder & Malter by BP on November
15, 2013 and January 7, 2014 respectively on account of services
rendered to PSC and Berkeley Properties, LLC.

On March 7, 2014, the firm received payment of a $450,000 retainer
from PSC by wire transfer.  From the retainer of $450,000 the
total sum of $272,870 was utilized for bankruptcy analysis, sale
negotiations, creditor negotiations and other pre-bankruptcy
services.  Two chapter 11 filing fees of $1,213 each totaling
$2,426.00 were also paid from the retainer, leaving a retainer
balance of $188,193 for PSC and a separate retainer balance of
$25,000 for BP as and for their respective Chapter 11 retainers.

                About Pacific Steel Casting Company

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.


PALM DRIVE: S&P Lowers SPUR to 'CCC+'; Outlook Developing
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'CCC+' from 'B-' on Palm Drive Health Care District,
Calif.'s series 2000 general obligation (GO) bonds.  The outlook
is developing.

"The rating actions are based on the district board's filing a
petition for bankruptcy protection under Chapter 9 of the U.S.
Bankruptcy Code on April 7, as well as our assessment of the
impact of the hospital closure and resulting potential elimination
of operational risk," said Standard & Poor's credit analyst Misty
Newland.

At the same time, S&P placed on CreditWatch with negative
implication its 'BB' rating on the district's series 2005 parcel
tax revenue bonds and Northern California Health Care Authority's
series 2010 certificates of participation (parcel tax-secured
financing program), issued on behalf of the district, pending
additional information on whether the parcel tax-backed debt will
be treated as special revenue bonds in bankruptcy.  The district
filed for bankruptcy protection under Chapter 9 on April 5, 2007,
and emerged on May 19, 2010, which included a court order
confirming the plan of adjustment, which found that the parcel tax
revenues qualified as special revenues under Section 902(2) of the
Bankruptcy Code.  A similar provision did not exist for the GO
bonds.


PENINSULA HOSPITAL: Court Approves Amendment to PGN Sale Agreement
------------------------------------------------------------------
Upon the Motion of Lori Lapin Jones, Chapter 11 Trustee, for the
estates of Peninsula Hospital Center and Peninsula General Nursing
Home Corp. d/b/a Peninsula Center for Extended Care &
Rehabilitation, Judge Elizabeth S. Strong of the U.S. Bankruptcy
Court for the Eastern District of New York approved the Second
Amendments to the August 8, 2012 Sale Agreements by and between
the Trustee and the PGN Purchasers relating to the sale of the
assets and properties of PGN, which provide, among other things,
for a Credit to the Purchase Price of the PGN Real Property under
the conditions therein stated in the amount of $325,000 and the
consent of the Trustee to the transfer of the membership interest
in Beach 50th Street, LLC.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.  In April 2013, the bankruptcy court discharged
Daniel T. McMurray from his duties and responsibilities as patient
care ombudsman.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. --
ljones@jonespllc.com -- was named Chapter 11 Trustee in
March 2012, replacing Todd Miller, the Debtors' Chief Executive
Officer.  The Chapter 11 trustee is represented by LaMonica Herbst
& Maniscalco LLP as her counsel.

Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's
special counsel in connection with her investigation of the
Debtors.  She obtained approval to employ Garfunkel Wild, P.C., as
her special health care, regulatory, corporate, finance and
litigation counsel; and Foy Advisors LLC as consultant.


PIER 1 IMPORTS: S&P Assigns 'B+' CCR & Rates $200MM Sr. Loan 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Fort Worth, Texas-based specialty home
furnishings retailer Pier 1 Imports Inc.  The outlook is stable.
Concurrently, S&P assigned a 'B+' issue-level rating to the
company's $200 million senior secured term loan with a '3'
recovery rating, indicating S&P's expectation for meaningful (50%-
70%) recovery in the event of a payment default.  S&P do not rate
the company's $350 million asset-based lending (ABL) revolver.

According to the company, it will use approximately half the
proposed proceeds to fund cash to the balance sheet for general
corporate purposes and pay related fees and expenses, with the
remainder to repurchase shares outstanding.

"The ratings on Pier 1 reflect our assessment of the "weak"
business risk profile and "aggressive" financial risk profile,"
said credit analyst Diya Iyer.  "The business profile reflects the
company's participation in the highly competitive and fragmented
specialty home furnishing industry, where it has an estimated 1%
market share.  It also reflects the high level of historical
volatility in earnings, with losses steeper than retail peers
during the latest recession."

The stable outlook incorporates S&P's expectation that performance
will remain relatively flat over the next year, with the company
only modestly reducing debt with cash flow generation.  Although
S&P forecasts some improvement in the company's credit protection
measures, S&P believes they will remain commensurate with an
"aggressive" financial risk profile over the next year.

Upside Scenario

To consider an upgrade, Pier 1 would deliver performance ahead of
S&P's expectations, with revenue growth in the 20% range and gross
margin expansion of more than 200 basis points (bps).  At that
time, leverage would be in the high-3.0x range, which would cause
S&P to revise its financial risk profile to "significant."

Downside Scenario

S&P could lower the rating if performance falls significantly
below its projections because of flat sales and margin
contraction.  Under this scenario, revenue would turn flat to
slightly negative and gross margin would shrink more than 100 bps,
with leverage approaching the 5.0x area.  This would cause S&P to
revise its financial risk profile to "highly leveraged."


PINAFORE HOLDINGS: S&P Puts 'BB-' CCR on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Pinafore Holdings B.V., including the 'BB-' corporate credit
rating, on CreditWatch with negative implications.

"The CreditWatch placement reflects our view that Blackstone Group
L.P.'s proposed acquisition of Pinafore could weaken the company's
financial risk profile beyond our expectation for the rating if
the transaction is largely debt funded," said Standard & Poor's
credit analyst Nishit Madlani.  "We believe the planned
acquisition by another private equity-sponsor presents a fairly
high likelihood that leverage would rise above the threshold of
5.0x for the rating and, therefore, undermine Pinafore's
'aggressive' financial risk profile."

S&P expects the acquisition to close later this year, and it is
subject to customary closing conditions and regulatory approvals.
The transaction's final funding structure has not been announced,
but Blackstone has secured committed debt financing (for an
undisclosed amount) with several leading banks.

S&P aims to resolve the CreditWatch placement within the next
three months or so, after reviewing the transaction details and
assessing the likely financial impact on Pinafore's credit
profile.  S&P will discuss the long-term financial policies with
the new sponsor and management, particularly those on expectations
for cash reinvested in the business in addition to leverage and
liquidity targets.  To resolve the CreditWatch, S&P could affirm
the rating or lower the rating by one notch or more.  If the
acquisition does not proceed, S&P is likely to affirm the rating
with a stable outlook.


PRIME TIME INT'L: Cases Now Assigned to Judge Wanslee
-----------------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona ordered that the Chapter 11 cases of Prime
Time International Company, et al., will be transferred to the
Hon. Madeleine C. Wanslee.

Judge Curley also ordered that the caption of the pleading for
joint administration will be changed only to reflect the initials
of "MCW" for the case of Prime Time International Company, an
Arizona Corporation.

                  About Prime Time International

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.


PROSPECT PARK: US Trustee Forms 3-Member Creditor's Committee
-------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, selected
three creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 case of Prospect Park Networks LLC.

The members of the Committee are:

   1) Connecticut Film Center, LLC
      Attn: Bruce Heller
      76 Progress Drive, Suite 101
      Stamford, CT 06902
      Tel: (203) 348-2500
      Fax: (203) 348-5200

   2) 4 Wall Lighting
      Attn: Kathy Torjman
      3325 W. Sunset Rd., Suite F
      Las Vegas, NV 89118
      Tel: (702) 263-3858
      Fax: (702) 263-3863

   3) Gary Group
      Attn: Rick Rogers
      2040 Broadway
      Santa Monica, CA 90404
      Tel: (310) 449-7626
      Fax: (310) 264-9744

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's
bankruptcy counsel.

The Debtors' Chapter 11 plan and disclosure statement are due
May 29, 2014.


QUANTUM FOODS: Panel Retains Richards Layton as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Quantum Foods,
LLC asks the U.S. Bankruptcy Court for permission to employ
Richards, Layton & Finger P.A. as counsel.

The Panel attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

     Professional                               Rates
     ------------                               -----
     Mark D. Collins/Director                   $800/hr
     Russell C. Silberglied/Director            $700/hr
     Michael J. Merchant/Director               $625/hr
     Christopher M. Samis/Associate             $465/hr
     Lindsey A. Edinger/Paralegal               $225/hr

                     About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


QUANTUM FOODS: Panel Hires Triton Capital as Financial Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Quantum Foods,
LLC asks the U.S. Bankruptcy Court for permission to employ Triton
Capital Partners Ltd. as financial advisor.

David J. Asmann 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. financial review and assessment of the Debtors' financial
      performance and projections;

   b. review and analysis of any proposed debtor-in-posession
      lending facility and related terms; and

   c. review and analysis of the sale process and marketing
      efforts of City Capital Advisors, LLC.

The firm's rates are:

     Personnel                   Rates/hour
     ---------                   ----------
     Partners                       $550
     Senior Managing Directors      $525
     Managing Directors             $500
     Directors                      $450
     Vice President                 $400
     Associates                     $350
     Analysts                       $275
     Administrative                  $75

The firm may be reached at:

     David J. Asmann
     TRITON CAPITAL PARTNERS, LTD.
     566 West Lake Street, Suite 235
     Chicago, IL 60661
     Tel: (312) 575-0190
     Fax: (312) 575-0168
     E-mail: dasmann@tritoncap.com

                 About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


QUARTZ HILL: Court Orders Joint Administration of Debtors' Cases
----------------------------------------------------------------
U.S. Bankruptcy Judge A. Jay Cristol ordered the joint
administration of the Chapter 11 cases of Quartz Hill, LLC and
Superior Gold, LLC.

A single case docket will be maintained under Case No. 14-15419
assigned to Quartz, with such case being designated the lead case,
according to the bankruptcy judge's order.

                         About Quartz Hill

Quartz Hill Mining, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) on March 7,
2014.  The case is assigned to Judge Robert A Mark.  The Debtor's
counsel is Jacqueline Calderin, Esq., at Ehrenstein Charbonneau
Calderin, in Miami, Florida.  The Debtor's special counsel is John
A. Moffa, Esq., at Moffa & Bonacquisti, P.A., in Plantation,
Florida.  The Debtor said it has $58 million in assets and $7.5
million in debts.


QUIZNOS: Has Settlement With Disgruntled Franchisees
----------------------------------------------------
QCE Finance LLC et al. ask the Bankruptcy Court to approve a
compromise and settlement by and among certain Debtors and certain
of their franchisees, and authorize the entry into the Settlement
Agreement and Mutual Release.

Objections to the Settlement are due April 18. A hearing is set
for April 25.

Debtors QFA Royalties LLC ("QFA"); QCE Finance LLC; The Quizno's
Master LLC; QIP Holder LLC; TQSC II LLC; QCE LLC; QAFT, Inc.;
American Food Distributors LLC; and Quiznos Global LLC are
currently defendants in 12 separate lawsuits currently pending in
the Denver County District Court in the State of Colorado.  Eleven
of these cases -- Opt Out Franchisee Litigations -- were initiated
by certain Franchisees who opted out of participation in the
settlements of class actions, which were commenced against the
Debtors beginning in 2006 and settled in 2009.  Any franchisee
that timely and validly requested exclusion from the 2009 Class
Action Settlement was not bound by the settlement and relinquished
any rights to share in the benefits provided thereunder.  In the
twelfth case, the Franchisee alleges that the wrongdoing occurred
after the 2009 Class Action Settlement.

The Franchisee Litigations, like the Class Actions, are premised
on allegations that the Debtor Defendants and other defendants,
including former affiliates, officers and members of the Debtors,
made misrepresentations and withheld material information from
prospective and current franchisees regarding projected sales for
stores and product mark-ups for mandated goods, and conspired
amongst themselves regarding the same.  The Franchisees allege
these acts constituted, among other things, breach of the
applicable franchise agreements, breach of the implied covenant of
good faith and fair dealing in those agreements, unjust enrichment
and fraud.  The total amount of damages sought by the Franchisees
on account of the Franchisee Litigation Claims (excluding treble
damages where applicable) exceeds $40 million in the aggregate.

In certain of the Franchisee Litigations, QFA has asserted
counterclaims for approximately $3 million in the aggregate in
connection with alleged breaches of the Franchisees' franchise
agreements.  Those counterclaims include for abandonment of
certain stores prior to the expiration of the applicable franchise
agreement and seeks damages on account of: (a) past and future
royalties and (b) advertising contributions.

The Debtor Defendants and the Franchisees have engaged in good
faith, arm's-length negotiations as a result of which, in order to
avoid the cost, risk and delay inherent in litigating the
Franchisee Litigation Claims, the Debtor Defendants and the
Franchisees agreed to resolve their disputes in accordance with
the terms of the Franchisee Settlement Agreement.

The Franchisee Settlement Agreement resolves the Franchisee
Litigations in exchange for, among other things, mutual releases
of all claims and counterclaims by the Franchisees and the Debtor
Defendants.  Notably, the Franchisee Settlement Agreement does not
require any payments by the Debtor Defendants in consideration for
the benefits contemplated and releases provided by the settlement.

Pursuant to the Franchisee Settlement Agreement, (a) the
Franchisees will release the Debtor Defendants from the Franchisee
Litigation Claims and all other claims and causes of action
arising out of or related in any way to the Franchisees' franchise
agreements or the operation of the Franchisee's stores and (b) the
Debtor Defendants will release the Franchisees from all claims for
lost future royalties or liquidated damages under any of the
Franchisees' terminated franchise agreements or any of the
Franchisees' franchise agreements that may be terminated in the
future.  In addition, the franchise agreements for all stores that
are already closed, and stores that are sold but not open, will be
deemed terminated and of no further force or effect, save certain
provisions of those franchise agreements which will survive
termination.

The Franchisee Settlement Agreement was agreed to prior to the
Petition Date. Due to the filing of the Debtors' chapter 11 cases,
however, the Franchisee Settlement Agreement was not fully
executed prior to the Petition Date.

Upon Court approval of the Franchisee Settlement Agreement, the
Franchisee Litigations will be dismissed with prejudice.

                          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 Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


QUIZNOS: Schedules of Assets and Liabilities Filed
--------------------------------------------------
Each of QCE Finance LLC and its affiliated debtor entities on
April 4 delivered to the Bankruptcy Court copies of their
schedules of assets and liabilities and statement of financial
affairs.  Five days later, the Debtors filed amended copies if
their schedules.

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

Quiznos Global LLC scheduled $6,844,470 in total assets plus
"undetermined amounts".  It scheduled $45,677,880 plus
"undetermined amounts" as liabilities.

The Quizno's Operating Company LLC scheduled $873,230 in total
assets plus "undetermined amounts".  It scheduled $146,421 plus
"undetermined amounts" as liabilities.

                          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 Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


QUIZNOS: Files 13-Week DIP Cash Flow Forecast
---------------------------------------------
QCE Finance LLC et al. delivered to the Bankruptcy Court an
initial monthly operating report.

The Debtors provided a 13-week DIP cash flow forecast, from the
week of March 23 through the week of June 15.

The Debtors said total cash receipts during the period are
projected to be $44.78 million while total operating disbursements
are projected to be $44.49 million.

The Debtors project a $6.34 million deficit after operating,
professional, financing and other disbursements.  They expect to
end the period with $12.1 million cash in view of $3.4 million in
cash on hand and $15 million in DIP loans.

                          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 Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


QUIZNOS: Files List of Equity Security Holders
----------------------------------------------
QCE Finance LLC et al. delivered to the Bankruptcy Court a list of
individuals holding equity interests in the Debtors.  A copy of
the list is available at no extra charge at:

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

                          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 Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


QUIZNOS: Maple Leaf, Canada Bread Seek Payment of Admin. Claim
--------------------------------------------------------------
Maple Leaf Bakery, Inc., and Canada Bread Frozen Bakery Ltd. Seek
payment of an administrative expense pursuant to 11 U.S.C. Sec.
503(b)(9) in the Chapter 11 cases of QCE Finance LLC et al.  Maple
Leaf and Canada Bread are commercial bakeries and suppliers of
bread.  Between February 23, 2014 and March 10, 2014, they
shipped, and debtor American Food Distributors LLC received, 19
deliveries of goods collectively valued at $256,283.59.  The
deliveries were in the ordinary course of the Debtor's business,
but less than 20 days before the bankruptcy filing.  The Claimants
contend they are entitled to payment of the 503(b)(9) Claims as an
administrative expense pursuant to section 503(b)(9) of the
Bankruptcy Code.

They are represented by:

     GIBBONS P.C.
     Natasha M. Songonuga, Esq.
     1000 N. West Street, Suite 1200
     Wilmington, DE 19801-1058
     Telephone: (302) 295-4875
     Facsimile: (302) 295-4876
     E-mail: nsongonuga@gibbonslaw.com

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


RECONROBOTICS INC: Involuntary Chapter 11 Petition Filed
--------------------------------------------------------
Creditors of ReconRobotics, Inc., have sought to place the Edina,
Minn.-based robotics firm in bankruptcy by filing an involuntary
Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 14-41405)
on April 1, 2014. Judge Kathleen H Sanberg oversees the case.  The
petitioning creditors are represented by Christopher A.
Camardello, Esq., at Winthrop & Weinstine, P.A., as counsel.

ReconRobotics is a maker of lightweight, self-propelled robots for
armed forces and security agencies.

The petitioning creditors are Col. Kent Hann, USA (Ret.), who
asserts claims for unpaid commissions in the amount of $1,100,000;
DK, Inc., which also asserts claims for unpaid commissions in the
amount of $1,100,000; RiverStar, Inc., which asserts claims for
invoices for goods in the amount of $5,375,512; and RiverBend
Electronics, Inc., which asserts claims for invoices for goods in
the amount of $3,050,895.

Katharine Grayson, writing for Minneapolis/St. Paul Business
Journal, reported that RiverStar Inc. and RiverBend are affiliated
companies and listed Stephen Craney as president.  In addition,
Mr. Hann is the CEO of Dk Inc.

Neal St. Anthony of Star Tribune reported in January that
ReconRobotics cut about two-thirds of its 60 employees and in-
house contractors.  The Star Tribune said the Company's CEO Alan
Bignall blamed the layoffs on the failure of the U.S. Army to buy,
as expected, 1,000 Recon Scout robots for $13 million in 2013.
CEO Bignall said in an interview that the privately held company
struggled last year as defense spending was affected by the
"sequester" forced when Congress and the White House couldn't
reach a budget deal.  CEO Bignall also said the company doesn't
expect the Army to increase robot purchases this year as it
reduces troops in Afghanistan.

The Star Tribune also reported that two high-level Recon
executives left the company in 2013:

    1. Andrew Borene, a lawyer and former U.S. Marine officer, was
the company's director of business development.  He also is
chairman of Robotics Alley, a trade group formed partly by Recon
to promote robotics technology in the Upper Midwest.  Mr. Borene,
whose expertise is in privacy and intelligence law, has relocated
to Washington, D.C., to teach and consult.

     2. Chief Operating Officer Patrick McKinney left Recon and
took a job with another area company.


REGIONALCARE HOSPITAL: S&P Lowers Sr. Secured Debt Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it is lowering its rating
on RegionalCare Hospital Partners' senior secured debt to 'B' from
'B+' and revising its recovery rating on this debt to '3' from
'2', indicating S&P's expectation for meaningful (50%-70%)
recovery in the event of payment default.  S&P's 'B' corporate
credit rating and 'CCC+' rating on the company's proposed second-
lien term loan are not affected by this announcement.  The outlook
is negative.

This action follows the company's announcement that it is shifting
$25 million from its proposed second-lien term loan to its first-
lien term loan, reducing S&P's recovery expectations on that debt.

The ratings on RegionalCare reflect Standard & Poor's Ratings
Services' view of the company's business risk profile as
"vulnerable", primarily reflecting its small, concentrated
hospital portfolio and weak profitability relative to many peer
hospital companies.  The ratings also reflect the company's
"highly leveraged" financial risk profile, with leverage,
including preferred debt, expected to remain above 9x for the next
two years.  Because the company has solid long-term growth
prospects and S&P expects EBITDA expansion over the short term,
S&P considers credit quality to be more consistent with mid-single
'B'-rated peers and utilize a one-notch positive rating adjustment
for the comparative rating analysis modifier.

RATINGS LIST

RegionalCare Hospital Partners
  Corporate Credit Rating            B/Negative/--
  Second-lien term loan              CCC+
   Recovery rating                   6

Rating Lowered
                                     To           From
RegionalCare Hospital Partners
  Senior Secured                     B            B+
   Recovery Rating                   3            2


ROY VANWINKLE: Joint Chapter 11 Petition Filed in E.D. Wash.
------------------------------------------------------------
Jim Davis, writing for Herald Business Journal, reported that
these Snohomish County businesses or individuals filed business-
related bankruptcies with the U.S. Bankruptcy Court for the
Western District of Washington between Feb. 1 and Feb. 28.

     * Leajak Concrete Construction Inc., filed for Chapter 11
bankruptcy (Case No. 14-10766-MLB) on Feb. 5.  The petition was
filed pro se.

     * Maximillian Imports Inc., filed for Chapter 11 bankruptcy
(Case No. 14-10853-TWD) on Feb. 10, represented by David W.
Freese, Esq.

     * Roy and RaMona VanWinkle filed a joint Chapter 11 petition
(Case No. 14-11023-MLB) on Feb. 14, represented by Jeffrey B.
Wells, Esq., and Emily A. Jarvis, Esq.


SEGA BIOFUELS: Obtains PAC Loan for Insurance Coverage
------------------------------------------------------
Sega Biofuels, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Georgia to approve a financing to fund its
insurance policies.

The Debtor is required to maintain insurance coverage on the
property located at 15333 Hwy. 82, Nahunta, Georgia, and equipment
which are collateral of The Heritage Bank and other secured
creditors substantially.

According to the Debtor, the policies are extremely valuable and
it is essential to maintain those policies to preserve the
property, assets and business of the Debtor.

The policies will bear a total premium of $156,000, which total
sum the Debtor cannot pay in full at this time.  The Debtor has
been unable to locate any source of unsecured premium financing.

The premiums for the policies are to be financed through Premium
Assignment Corporation which requires the Debtor to enter into a
Premium Finance Agreement that includes a Security Agreement that
grants PAC a secured interest in the gross unearned premiums which
would be payable in the event of cancellation of the insurance
policies and which further authorizes PAC to cancel the financed
insurance policies and obtain the return of any unearned premiums
in the event of a default in the payment of any installment due.

The policy term will be from March 14, 2014, to March 14, 2015.

A copy of the term is loan is available for free at
http://bankrupt.com/misc/SEGABIOFUELS_210_financing.pdf

                       About Sega Biofuels

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.

The U.S. Trustee has not appointed an official committee in the
Debtor's bankruptcy case.


SHOTWELL LANDFILL: Jeutter Okayed as Committee Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized the Official Committee of Unsecured Creditors
of Shotwell Landfill, Inc., et al., to retain Gerald A. Jeutter,
Jr. as its counsel.

As reported in the Troubled Company Reporter on March 27, 2014,
Mr. Jeutter is expected to:

   (a) give the Committee legal advice with respect to its duties
       and powers in this case;

   (b) assist in its investigation of the acts, conduct, assets,
       liabilities, and financial condition of the Debtor, the
       operation of the Debtor's business and the desirability of
       the continuance of such business, and any other matter
       relevant to the case or to the formulation of a plan;

   (c) participate in the plan confirmation process;

   (d) assist in requesting the appointment of a trustee or
       examiner, should such action become necessary; and

   (e) perform other legal services as may be required and in the
       interest of the creditors.

Mr. Jeutter has agreed to be paid $400 per hour for his time and
$125 per hour for paralegal time.  Mr. Jeutter will also be
reimbursed for reasonable out-of-pocket expenses incurred.

Mr. Jeutter assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

                  About Shotwell Landfill et al.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  In its amended schedules, Shotwell
disclosed $23,043,736 in assets and $10,048,364 in liabilities as
of the Chapter 11 filing. Blake P. Barnard, Esq., William P.
Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law
Firm, PLLC, in Raleigh, N.C., represent Shotwell as counsel.
William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh,
N.C., represents the Debtor as special counsel.

Capitol Recycling, LLC, Capitol Waste Transfer LLC, Debris Removal
Partners LLC, Shotwell Transfer Station II, Inc and Kings Grading
Inc filed for Chapter 11 on Dec. 6, 2013.  The cases were
administratively consolidated by Court order dated Jan. 22, 2014.
Shotwell Landfill is the lead case.

Shotwell operates a landfill located in Wendell, North Carolina
near Shotwell off Smithfield Road.  The other debtors provide
hauling and transfer station services to Shotwell.  They accept
solid waste and provide transportation of the waste to Shotwell's
landfill or they provide services at the landfill itself.

The Servicing Debtors are separate corporate entities and although
they may have some creditors in common, they have different assets
and liabilities.  Although the management of Shotwell has often
operated these companies without regard to their separate
corporate forms, the Debtors have not sought approval of a
substantive consolidation in these cases.  Accordingly, the
Debtors have filed separate monthly reports and separate schedules
and statements of financial affairs.

Shotwell sought bankruptcy protection when its major secured
creditor at the time, BB&T, refused to renew its note.  BB&T
subsequently assigned its note to LSCG Fund 18 LLC.  The Servicing
Debtors, who are either obligors or guarantors in one fashion or
another of all or part of LSCG's debt, filed their cases when LSCG
began collection activities against them.  LSCG has also filed a
motion to appoint a trustee.

On Aug. 16, 2013, Shotwell filed an initial Chapter 11 Plan and
Disclosure Statement.  On Aug. 19, 2013, an Order Conditionally
Approving the Disclosure Statement was entered by the Court.

On Jan. 22, 2014, the cases were administratively consolidated.
The initial Plan was withdrawn and supplanted by the filing of the
Consolidated Chapter 11 Plan by all the Debtors on Feb. 3.

On March 13, 2014, the Court entered an Order Approving Motion to
Appoint Creditors' Committee.  The Committee is represented by
Gerald A. Jeutter, Jr., Esq.


SHOTWELL LANDFILL: Deal Between Debris Removal and CFSC Okayed
--------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse signed off on an
agreement between debtor Debris Removal Partners, LLC, and
Caterpillar Financial Services Corporation on adequate protection
and modification of the automatic stay.

As reported in the Troubled Company Reporter on March 5, 2014,
Caterpillar is successor in interest to FCC Equipment Financing,
Inc., a secured creditor.

The stipulation provides for the Debtor's continued use of
Caterpillar's collateral.  The Debtor will not sell, lease,
hypothecate or transfer without written consent of Caterpillar or
by Court order.  The Debtor will have the collateral insured and
make adequate protection payments of $2,646 beginning Jan. 1,
2014, and continue such payments thereafter on the 1st day of the
month until the Effective Date of a confirmed Plan.

A copy of the stipulation is available for free at:

   http://bankrupt.com/misc/ShotwellLandfill237stipadeqprotection.pdf

In a separate filing, Caterpillar also asked that the Court
approve a stipulation with Debtor Shotwell Landfill, Inc.  The
stipulation provides for Shotwell Landfill's continued use of
Caterpillar's collateral.  The Debtor will not sell, lease,
hypothecate or transfer without written consent of Caterpillar or
by Court order.  The Debtor will also have the collateral insured
and make adequate protection payments of $1,699 beginning July 1,
2013, and continue such payments thereafter on the 1st day of the
month until the Effective Date of a confirmed Plan.

A copy of the stipulation is available for free at:

   http://bankrupt.com/misc/ShotwellLandfill236stipadeqprotection.pdf

                  About Shotwell Landfill et al.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  In its amended schedules, Shotwell
disclosed $23,043,736 in assets and $10,048,364 in liabilities as
of the Chapter 11 filing. Blake P. Barnard, Esq., William P.
Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law
Firm, PLLC, in Raleigh, N.C., represent Shotwell as counsel.
William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh,
N.C., represents the Debtor as special counsel.

Capitol Recycling, LLC, Capitol Waste Transfer LLC, Debris Removal
Partners LLC, Shotwell Transfer Station II, Inc and Kings Grading
Inc filed for Chapter 11 on Dec. 6, 2013.  The cases were
administratively consolidated by Court order dated Jan. 22, 2014.
Shotwell Landfill is the lead case.

Shotwell operates a landfill located in Wendell, North Carolina
near Shotwell off Smithfield Road.  The other debtors provide
hauling and transfer station services to Shotwell.  They accept
solid waste and provide transportation of the waste to Shotwell's
landfill or they provide services at the landfill itself.

The Servicing Debtors are separate corporate entities and although
they may have some creditors in common, they have different assets
and liabilities.  Although the management of Shotwell has often
operated these companies without regard to their separate
corporate forms, the Debtors have not sought approval of a
substantive consolidation in these cases.  Accordingly, the
Debtors have filed separate monthly reports and separate schedules
and statements of financial affairs.

Shotwell sought bankruptcy protection when its major secured
creditor at the time, BB&T, refused to renew its note.  BB&T
subsequently assigned its note to LSCG Fund 18 LLC.  The Servicing
Debtors, who are either obligors or guarantors in one fashion or
another of all or part of LSCG's debt, filed their cases when LSCG
began collection activities against them.  LSCG has also filed a
motion to appoint a trustee.

On Aug. 16, 2013, Shotwell filed an initial Chapter 11 Plan and
Disclosure Statement.  On Aug. 19, 2013, an Order Conditionally
Approving the Disclosure Statement was entered by the Court.

On Jan. 22, 2014, the cases were administratively consolidated.
The initial Plan was withdrawn and supplanted by the filing of the
Consolidated Chapter 11 Plan by all the Debtors on Feb. 3.

On March 13, 2014, the Court entered an Order Approving Motion to
Appoint Creditors' Committee.  The Committee is represented by
Gerald A. Jeutter, Jr., Esq.


SHOTWELL LANDFILL: Disclosure Statement Hearing on Wednesday
------------------------------------------------------------
Gerald A. Jeutter, Jr., Esq., counsel to the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Shotwell Landfill
Inc. and its affiliates, said in an email that the Bankruptcy
Court in Raleigh, North Carolina, will consider adequacy of the
disclosure statement on Wednesday this week.

The Consolidated Chapter 11 Plan and Consolidated Disclosure
Statement were filed on Feb. 3, 2014.  The Disclosure Statement
has been conditionally approved, and the Court was slated to hold
a hearing March 25 to consider both approval of the Debtors' exit
plan and explanatory disclosure statement.  Several parties have
lodged objection to the Debtors' Plan documents.

                      Committee's Objection,
                       Motion to Bifurcate

The Unsecured Creditors' Committee, which was appointed March 13,
less than two weeks prior to the confirmation hearing, filed its
objection by the March 19 objection deadline.

In addition, one day before the Plan hearing, the Committee asked
the Court to bifurcate the hearings and use the time set aside to
address the objections to the Disclosure Statement and, to the
extent necessary, be prepared to continue the hearing on
confirmation.

In its objection, the Committee said the Consolidated Disclosure
Statement makes it seem that the Debtor is proposing a Chapter 11
Plan which results in a substantive consolidation of these Chapter
11 cases.  That proposal is made despite the fact that the Court
has not approved any "substantive consolidation" of the Debtors'
cases and the Consolidated Disclosure Statement does not expressly
inform the creditors and parties in interest that the Debtors are
seeking substantive consolidation in the Consolidated Chapter 11
Plan.

The Committee also said the Consolidated Disclosure Statement
fails to inform the creditors and parties in interest that the
creditor constituency of each of the Debtors is different, and
that, if separate plans were filed, it could result in different
treatment for a particular creditor.  This seems to be information
that would be helpful to allow a creditor to make a reasonably
informed decision.

The Consolidated Disclosure Statement also does not contain other
critical and necessary information to enable the creditors and
equity interest holders to make an informed decision on the
Consolidated Plan, according to the Committee.  It pointed out
that, despite proposing payment terms to certain classes of five
years (Class 4, Class 5, Class 7 and Class 8), 25 years (Class 3
and Class 9), and unknown (Class 11), the Consolidated Disclosure
Statement does not contain any cash flow or operating projections
past March 2015.  The Consolidated Disclosure Statement also
suggested that the Debtors intend to "invest" approximately
$750,000 in a Material Recovery Facility, but provides no
information to the creditors about the returns or timing of any
returns on such "investment".  The Disclosure Statement also does
not contain any liquidation analysis.  In addition, a number of
third parties have expressed interest in acquiring the Debtor, but
the Disclosure Statement contains no information regarding
potential sales or whether a proposed sale of the Debtor's assets
would be a reasonable alternative to the continued operations
proposed in the Consolidated Plan.

The Committee is represented by:

     Gerald A. Jeutter, Jr., Esq.
     615 Oberlin Road, Suite 102
     Post Office Box 12585
     Raleigh, NC 27605
     Tel: (919) 334-6633
     E-mail: jeb@jeutterlaw.com

               Bankruptcy Administrator's Objection

Marjorie K. Lynch, the Bankruptcy Administrator, said the
Disclosure Statement fails to provide adequate information
concerning these matters:

     a. Although these cases have not been substantively
consolidated, the Disclosure Statement fails to disclose the
specific assets and liabilities of each entity and information
indicating whether the proposed treatment in the plan meets the
liquidation test as to creditors in each particular case. The plan
and disclosure statement essentially treat the creditors as if the
cases had been substantively consolidated.

     b. The disclosure statement fails to provide information
regarding the potential material Federal tax consequences of the
plan to the debtor.

     c. The disclosure statement fails to explain the benefits of
continued operations to all creditors versus a liquidation of the
aggregate or separate assets of the various Debtors.

     d. The disclosure statement fails to explain how filing
separate plan for each debtor may result in different treatment
than that provided for under the consolidated plan because of the
requirements of 11 U.S.C. Sec. 1129.

     e. The projections attached are inadequate to show how the
Debtors intend to make payments to various classes over a period
of five years or more.

     f. The disclosure statement fails to provide adequate
information on a proposed investment of the Debtors' funds in the
amount of $750,000.

The Bankruptcy Administrator also objects to the approval of the
Plan, saying the classification scheme violates 11 U.S.C. Sec.
1122 because it improperly classifies unsecured claims as secured
and does not place all unsecured claims in the same class or
provide for the same treatment for all unsecured claims:

     a. The Plan consists of 12 classes.  Classes 2 to 11 are
impaired. Classes 1 and 12 are unimpaired.  Classes 3, 4, 5, 6 and
8 provide for the treatment of secured claims held by creditors.
The plan does not describe which debtor owns the collateral
securing the claims or how the related entities are liable for the
secured debt. The plan provides for payment of interest on these
debts even though it is unclear whether these debts are entitled
to receive interest from the debtors who do not own the property
that serves as collateral for the claim.  The Bankruptcy
Administrator objects to the treatment of these claims to the
extent that the debts are unsecured claims against a particular
debtor. The debtor owning the collateral that is obligated on the
debt should be responsible for making the payments and the
unsecured portion should be treated as an unsecured claim and be
paid consistent with the other unsecured claims.

     b. The Plan provides that the Class 7 claim of TT&E is
secured by 35 yard containers and "tarpers".  However, the claim
filed by TT&E in the Shotwell case appears to be an unsecured
promissory note executed by Shotwell only. The Bankruptcy
Administrator objects to the Debtors'  treatment of an apparent
unsecured claim as secured.

     c. Class 9 consists of the allowed unsecured claim of LSCG
FUND 18, LLC, which Debtors anticipates will be less than
$9,500,000 as a result of the disputed amount per the secured
claim filed by LSCG.  The Debtors propose to pay interest on this
claim and to pay it over 25 years.  The Bankruptcy Administrator
objects to the separate classification of this claim as it is an
unsecured claim and should be treated as the other unsecured
claims are treated in Class 11.

     d. Class 10 consists of the unsecured claims less than $5,000
and is an administrative convenience class which will be paid in
full in 90 days.

     e. Class 11 consists of all general unsecured claims. The
Debtors estimate the amount owed will be less than $800,000.00 due
to pending objections to claims filed with the Court.  The Debtors
indicate that proof of claims totaling $2,301,949.29 have been
filed in the cases.  The Debtors propose to pay these claims as
follows: $100,000.00 to be on the Effective Date to be split pro
rata among Allowed Claims in Class 11.  In addition, the Debtors
shall pay quarterly installment payments of $45,000 to be split
pro rata among the Class 11 claims, until paid in full.

     f. Class 12 is comprised of the Allowed Equity Interests in
the Debtors, which the Debtors propose that the existing Allowed
Equity Interests in the Debtors shall remain the same as pre-
petition.  To the extent that the Debtors do not obtain the
acceptance of all classes under their consolidated plan, the
Debtors must comply with the absolute priority rule. This will
require that the rights of the equity holders be extinguished
unless they provide new value to the estate.

The Bankruptcy Administrator asks the Court to revoke its
conditional approval of the Disclosure Statement and deny
confirmation of the Plan unless and until the deficiencies are
addressed.

                     Caterpillar's Objection

Caterpillar Financial Services Corporation is the successor in
interest to FCC Equipment Financing Inc., and a class 4 secured
claimant under Shotwell's Plan of reorganization.  Caterpillar
said it doesn't object to its proposed treatment under the Plan
provided its Allowed Secured Claim includes accrued interest and
attorney's fees.  Caterpillar said there is significant equity in
its collateral:

     1. Shotwell's verified schedule B states that Caterpillar's
collateral with Shotwell has a value of $150,000.  The balance due
to Caterpillar from Shotwell with interest as of March 19 is
$94,563, including $8,978 in attorney's fees, with a per diem of
$27.47; and

     2. Debris Removal's verified schedule B states that
Caterpillar's collateral with Debris Removal has a value of
$340,500.  The balance due to Caterpillar from Debris Removal with
interest as of March 19 is $59,182, with a per diem of $17.58.

Caterpillar is represented by:

     Holmes P. Harden, Esq.
     301 Fayetteville Street, Suite 1700
     Raleigh, NC 27601

                Double "J" Enterprises' Objection

Double "J" Enterprises Inc. said the Consolidated Disclosure
Statement lacks necessary information for Double J and other
unsecured creditors to make an informed decision on the
Consolidated Plan, including over what particular time period
claims will be paid and the Debtors' projected cash flow and/or
operating projections going forward.  Double "J" pointed out that
depending on the claims ultimately allowed in the cases, unsecured
claims could be paid in full in as early as three years or as late
as 10 years or longer.  With that much of a disparity, there is no
effective way for creditors to make an informed decision on
whether to support or oppose the proposed Plan.  The Consolidated
Disclosure Statement also contains inadequate information
regarding its feasibility, in particular the details regarding the
Debtors' proposed investment in another facility and whether that
is prudent; and fails to provide any alternatives to the continued
operation of the Debtors.  There is no liquidation analysis that
would allow creditors to determine whether an orderly liquidation
of the Debtors would be a reasonable alternative to the continued
operation of the Debtors and/or in the best interest of such
parties.

Double "J" is represented by:

     Byron L. Saintsing, Esq.
     SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, L.L.P.
     Post Office Drawer 26268
     Raleigh, NC 27611
     Telephone: (919) 250-2000
     E-mail: bsaintsing@smithdebnamlaw.com

                     LSCG Fund 18's Objection

LSCG Fund 18, LLC is (i) the successor to the claim of Branch
Banking and Trust Company as that claim relates to Shotwell
Landfill; and (ii) the holder of original filed claims against all
the other debtors.  LSCG said it holds a valid and perfected first
lien on the real property that is Shotwell Landfill, located in
Wendell, Wake County, North Carolina; as well as a valid and
perfected lien against certain personal property of Shotwell
Landfill and the other Debtors.

Like the other objections, LSCG said it has reviewed the
Disclosure Statement, and it is wholly inadequate. The Disclosure
Statement simply does not provide creditors with adequate and
sufficient information that would enable them to make an informed
decision on the Plan.  The Disclosure Statement and Plan do not
describe in any meaningful detail a description of all the
Debtors' assets. These Chapter 11 cases include six debtors all of
which have differing assets.

LSCG also said the Debtors have causes of action against insiders,
particularly David King that would inure to the benefit of all
creditors if pursued.  The 2012 tax return filed by Shotwell
Landfill shows that it is owed approximately $5.4 million from
David King.  Mr. King is a principal owner of Debtor Shotwell
Landfill and insider under the Bankruptcy Code.  Despite the 2012
tax return, Shotwell Landfill never disclosed this receivable as
an asset on its schedules, and the Plan and Disclosure Statement
do not disclose the existence of this receivable much less the
Debtors' intent to collect it.

The Disclosure Statement fails to provide sufficient information
regarding claims against the Debtor. In addition, and more
importantly to LSCG, the Disclosure Statement reveals that the
Debtors intend to object to various claims of the Debtor,
including LSCG's claim.  The Debtors should be required to
identify the nature of the intended LSCG claim objections if they
know now that they intend to object to such claims.

The Disclosure Statement also lacks financial information,
including historical operating data and future projections.  The
Debtors provide no cash flow projections or pro formas beyond 2015
despite that LSCG's potential unsecured claim will be paid over 25
years and that LSCG's secured claim will balloon at seven years.

LSCG is represented by:

     Thomas W. Waldrep, Jr., Esq.
     WOMBLE CARLYLE SANDRIDGE & RICE, LLP
     One West Fourth Street
     Winston-Salem, NC 27101
     Telephone: 336-747-6631
     Telefax: 336-726-8531
     E-mail: twaldrep@wcsr.com

As of the Shotwell Landfill Petition Date, LSCG said its allowed
claim totaled $13,728,012, exclusive of post-petition interest,
attorneys' fees, and other expenses as may be permitted by law or
contract.  As of Dec. 6, 2013, LSCG's claims against the other
Debtors totaled:

     Capitol Recycling, LLC               $14,599,106
     Capitol Waste Transfer, LLC           $4,206,263
     Debris Removal Partners, LLC         $14,599,106
     Shotwell Transfer Station II, Inc.    $4,206,263
     Kings Grading, Inc.                   $4,167,206

LSCG also noted that as set forth in an appraisal conducted by
William R. Nelson dated as of Feb. 14, 2014, the fair market value
of the Debtors Shotwell Landfill, Inc.; Shotwell Transfer Station
II, Inc.; Capital Waste Transfer, LLC; and Capital Recycling, LLC
is $15,232,435.  Since this valuation exceeds the combined amount
of LSCG's claims totaling $14,599,106.96, LSCG said it is
oversecured pursuant to Section 506(b) of the Bankruptcy Code.

                  About Shotwell Landfill et al.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  In its amended schedules, Shotwell
disclosed $23,043,736 in assets and $10,048,364 in liabilities as
of the Chapter 11 filing. Blake P. Barnard, Esq., William P.
Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law
Firm, PLLC, in Raleigh, N.C., represent Shotwell as counsel.
William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh,
N.C., represents the Debtor as special counsel.

Capitol Recycling, LLC, Capitol Waste Transfer LLC, Debris Removal
Partners LLC, Shotwell Transfer Station II, Inc and Kings Grading
Inc filed for Chapter 11 on Dec. 6, 2013.  The cases were
administratively consolidated by Court order dated Jan. 22, 2014.
Shotwell Landfill is the lead case.

Shotwell operates a landfill located in Wendell, North Carolina
near Shotwell off Smithfield Road.  The other debtors provide
hauling and transfer station services to Shotwell.  They accept
solid waste and provide transportation of the waste to Shotwell's
landfill or they provide services at the landfill itself.

The Servicing Debtors are separate corporate entities and although
they may have some creditors in common, they have different assets
and liabilities.  Although the management of Shotwell has often
operated these companies without regard to their separate
corporate forms, the Debtors have not sought approval of a
substantive consolidation in these cases.  Accordingly, the
Debtors have filed separate monthly reports and separate schedules
and statements of financial affairs.

Shotwell sought bankruptcy protection when its major secured
creditor at the time, BB&T, refused to renew its note.  BB&T
subsequently assigned its note to LSCG Fund 18 LLC.  The Servicing
Debtors, who are either obligors or guarantors in one fashion or
another of all or part of LSCG's debt, filed their cases when LSCG
began collection activities against them.  LSCG has also filed a
motion to appoint a trustee.

On Aug. 16, 2013, Shotwell filed an initial Chapter 11 Plan and
Disclosure Statement.  On Aug. 19, 2013, an Order Conditionally
Approving the Disclosure Statement was entered by the Court.

On Jan. 22, 2014, the cases were administratively consolidated.
The initial Plan was withdrawn and supplanted by the filing of the
Consolidated Chapter 11 Plan by all the Debtors on Feb. 3.

On March 13, 2014, the Court entered an Order Approving Motion to
Appoint Creditors' Committee.  The Committee is represented by
Gerald A. Jeutter, Jr., Esq.


SIMON WORLDWIDE: Delays 2013 Form 10-K
--------------------------------------
Simon Worldwide, Inc., 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.  In 2013, the Company acquired a majority interest
in a variable interest entity.

"An audit of this variable interest entity must be completed
before we can complete the audit of Simon Worldwide, Inc.," the
Company said in the filing.  "We are unable to complete both
audits and our Form 10-K by the prescribed due date without
unreasonable effort and expense."

The Company expects that both audits will be completed in time for
the Company to file its Form 10-K on or before the fifteenth
calendar day following the prescribed due date.

                        About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $6.18
million in total assets, $926,000 in total liabilities, all
current, and $5.25 million in total stockholders' equity.


SIRIUS XM: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on New York City-based Sirius XM Radio Inc.  The
outlook is stable.

At the same time, S&P revised its recovery rating on the company's
$400 million of 5.25% senior secured notes due 2022 to '1' from
'3' and raised the issue-level rating to 'BBB-' from 'BB',
indicating S&P's expectation of improved--now "very high" (90% to
100%)--recovery prospects under its simulated default scenario
following the granting of security for lenders in the event of a
payment default.

S&P also affirmed the 'BBB-' issue-level rating on the company's
$1.25 billion revolving credit facility due December 2017, the
'BB' issue-level rating on the company's senior notes, and the
'BB' issue-level on its $502 million 7% senior subordinated notes
due Dec. 1, 2014.  The recovery ratings remain unchanged at '1',
'3', and '4', respectively, indicating S&P's expectation of very
high (90%-100%), meaningful (50%-70%), and average (30%-50%)
recovery, respectively, in the event of a default.

The 'BB' corporate credit rating on Sirius XM reflects S&P's
assessment of the business risk profile as "fair" and the
financial risk profile as "intermediate."

The rating outlook is stable, reflecting S&P's view that leverage
will not increase above its 4.5x threshold for Sirius XM at a
'BB', despite more aggressive financial policies following Liberty
Media's increase in its investment to a majority ownership stake.


SIZZLING PLATTER: Moody's Hikes Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service upgraded Sizzling Platter, LLC's
Corporate Family Rating (CFR) to B3 from Caa1, its $118 million
guaranteed senior secured note ratings to B3 from Caa1, and
Probability of Default Rating to B2-PD from B3-PD. The rating
outlook is stable.

Ratings Rationale

The ratings upgrade reflects the company's steady improvement in
operating performance and earnings that have driven stronger debt
protection metrics. The upgrade also reflects Moody's view that
earnings and credit metrics will continue to gradually improve as
new restaurant additions and steady performance at the company' s
value priced restaurants continue.

The B3 Corporate Family Rating (CFR) reflects Sizzling Platter's
relatively high leverage and modest interest coverage as well as
its small scale in regards to number of restaurants, modest level
of revenues and earnings versus its peers, regional concentration,
and limited product offering. The ratings are supported by
Sizzling Platter's good level of brand awareness, affordable
product offering, good same store sales performance and adequate
liquidity.

Ratings upgraded are:

  Corporate Family Rating (CFR) to B3 from Caa1

  Probability of Default Rating (PDR) to B2-PD from B3-PD

  $118 million guaranteed senior secured notes due 2016 to B3
  (LGD4, 64%) from Caa1 (LGD 4, 64%)

The stable outlook reflects Moody's view that the company's
continued focus on growing its core concepts and providing value
to the consumer should help to maintain steady same store sales
performance. These initiatives along with various cost saving
plans should also help to further improve leverage at the
restaurant level and slowly improve earnings and debt protection
metrics. The outlook also reflects Moody's expectation that the
company will maintain at least adequate liquidity.

Factors that could result in an upgrade include a sustained
improvement in earnings driven by positive operating trends and
lower costs. Specifically, an upgrade would require debt to EBITDA
of under 5.5 times, EBITA coverage of interest approaching 2.0
times, and retained cash flow to debt of about 10% on a sustained
basis. A higher rating would also require maintaining at least
adequate liquidity.

There could be downward ratings pressure in the event operating
performance were to deteriorate such that credit metrics weakened.
Specifically, a downgrade could occur if debt to EBITDA exceeded
6.5 times or EBITA to interest was below 1.1 times on a sustained
basis. A material deterioration in liquidity for any reason could
also result in negative ratings pressure.

The principal methodology used in this rating was the Global
Restaurant Methodology published in June 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.

Sizzling Platter is headquartered in Murray, Utah, and owns and
operates both the quick service and casual dining restaurants.


SM ENERGY: S&P Raises Rating on Sr. Unsecured Notes to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue
ratings to 'BB' (the same as the corporate credit rating) from
'BB-' on Denver-based exploration and production (E&P) company SM
Energy Co.'s senior unsecured notes with various maturities.  S&P
also revised the recovery rating on the notes to '4', indicating
its expectation of average (30% to 50%) recovery in the event of a
payment default, from '5'.  The 'BB' corporate credit rating, with
a stable outlook, on SM Energy is unchanged.

"We revised the recovery rating and raised the issue-level rating
on the company's unsecured debt due to the increased reserve base
and PV-10 at year-end 2013.  The company realized 33% production
growth and 44% reserve growth during 2013," said Standard & Poor's
credit analyst Susan Ding.

The ratings on SM Energy Co. reflect Standard & Poor's assessment
of the company's 'weak' business risk as a midsize player in the
volatile and capital-intensive oil and natural gas E&P industry.
The ratings also reflect the company's 'intermediate' financial
risk.

SM Energy's production base -- 862 million cubic feet equivalent
per day in the fourth quarter 2013 -- is comparable with other
rated midsize U.S. E&P companies.  The company has increased its
production rapidly in recent years.  For full-year 2013,
production was about 290 billion cubic feet equivalent, which is
up about 33% from 2012 production.  Management expects a further
6% to 11% increase in production for 2014 compared with 2013.  S&P
believes SM Energy is well-positioned in the Eagle Ford (Texas)
and Bakken (centered in North Dakota) fields, where ongoing
drilling efforts should enable the company to realize its growth
goals.

Ratings List

SM Energy Co.
Corporate Credit Rating                 BB/Stable/--

Rating Raised; Recovery Rating Revised
                                         TO          FROM
SM Energy Co.
Senior unsecured notes                  BB          BB-
  Recovery Rating                        4           5


SMTC CORP: Inks Sixth Amendment to Loan Agreement
-------------------------------------------------
SMTC Corporation on April 11 announced the signing of the Sixth
Amendment to its Revolving Credit and Security Agreement effective
April 7, 2014.

On April 7, 2014, SMTC Corporation and certain of its subsidiaries
entered into the Sixth Amendment to its Loan Agreement dated as of
September 14, 2011, as subsequently amended, among SMTC
Corporation, SMTC Manufacturing Corporation of California, SMTC
Mex Holdings Inc., ZF Array Technology, Incorporated, and HTM
Holdings, Inc., as US Borrowers, and SMTC Manufacturing
Corporation of Canada, as Canadian Borrower, with PNC Bank,
National Association, as Lender and as Agent, and PNC Bank Canada
Branch, as Canadian Lender.

The Sixth Amendment extends the term of the Loan Agreement to
January 2, 2015 and waives events of default under the Loan
Agreement resulting from the previously announced inventory
overstatement at SMTC's Chihuahua, Mexico facility and SMTC's
failure to maintain EBITDA of not less than $3,409,000 for the six
months ended December 29, 2013.  The Sixth Amendment also
increases the interest rate by one hundred basis points for each
of the various types of loans made under the revolving credit
facility, decreases the maximum limit of the revolving credit
facility to $40,000,000 and amends several negative and financial
covenants, including covenants such as the fixed charge coverage
ratio and minimum EBITDA.

"We greatly appreciate the support of PNC and now believe SMTC is
well positioned for the future," stated Sushil Dhiman, President
and Chief Executive Officer.

                      About SMTC Corporation

Founded in 1985, SMTC Corporation -- http://www.smtc.com-- is a
mid-size provider of end-to-end electronics manufacturing services
(EMS) including PCBA production, systems integration and
comprehensive testing services, enclosure fabrication, as well as
product design, sustaining engineering and supply chain management
services.  SMTC facilities span a broad footprint in the United
States, Mexico, and China, with more than 1,800 employees.  SMTC
services extend over the entire electronic product life cycle from
the development and introduction of new products through to the
growth, maturity and end-of-life phases.  SMTC offers fully
integrated contract manufacturing services with a distinctive
approach to global original equipment manufacturers (OEMs) and
emerging technology companies primarily within industrial,
computing and communication market segments.  SMTC was recognized
in 2012 by Frost & Sullivan with the Global EMS Award for Product
Quality Leadership and 2013 with the North American Growth
Leadership Award in the EMS industry, as one of the fastest growth
companies in 2012.

SMTC is a public company incorporated in Delaware with its shares
traded on the Nasdaq National Market System under the symbol SMTX.


SORENSON COMMS: Hires Wiltshire & Grannis as Regulatory Counsel
---------------------------------------------------------------
Sorenson Communications, Inc. sought and obtained authority from
the Bankruptcy Court to employ Wiltshire & Grannis LLP as special
regulatory counsel to the Debtors.

W&G will represent the Debtor before the Federal Communications
Commisssion and the Court with respect to the ongoing rule making
proceeding relating to the Video Relay Service.  Specifically, W&G
will render these legal 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.

Christopher J. Wright, Esq., will be leading the engagement at his
hourly rate of $575.  The hourly rates of attorneys and paralegals
to assist him range from $110 to $605.

The firm's rates are:

            Billing Category                Range
            ----------------                -----
               Partners                    $400-$800
               Counsel                     $400-$600
               Associates                  $220-$390
               Paraprofessionals           $125- $14

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.

                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.


SORENSON COMMS: Jenner & Block Approved as Compliance Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Sorenson Communications, Inc., et al., to employ Jenner & Block
LLP as special compliance counsel.

Jenner & Block will represent the Debtors with respect to Federal
Communications Commission investigations and regulatory audits,
rulemakings, general regulatory advice, Freedom of Information Act
requests and responses, data privacy issues, and similar matters.

Michael B. DeSanctis attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

   Professional                           Rates
   ------------                           -----
   Michael B. DeSanctis, Partner           $800
   Mary Ellen Callahan, Partner            $750
   Gail Morse, Partner                     $725
   Nancy Jacobson, Associate               $600
   J. Douglas Wilson, Associate            $590
   Carl N. Wedoff, Associate               $570
   Julie Strauss Harris, Associate         $560
   Kristin L. Rakowski, Associate          $555
   Michael Borgia, Associate               $530
   Cheryl L. Olson, Paralegal              $325

                   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.


SORENSON COMMS: Pwc Okayed as Auditors and Tax Advisors
-------------------------------------------------------
Sorenson Communications, Inc. et al. sought and obtained
Bankruptcy Court permission to employ PricewaterhouseCoopers LLP
as their independent auditors and tax advisors.

Mark Nichols, a partner at PwC, 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. auditing the Debtors' consolidated financial statements at
   December 31, 2013, and preparing a written report
   regarding same;

b. reviewing and assessing the Debtors' income tax returns for
   all taxable years beginning on or after January 1, 2011, and
   ending on or before December 31, 2014; and

c. analyzing the Debtors' executive compensation, expenses,
   and related party transactions.

The Engagement Letter provides for this compensation package:

a. Audit and Executive Compensation Schedules Fees. An estimated
   fixed fee of $239,000 for audit services rendered pursuant to
   the Audit Engagement Letter and executive compensation review
   services rendered pursuant to the Schedules Engagement Letter,
   the entirety of which has been paid prior to the Petition
   Date.  The fixed fee estimate is based on the time required by
   individuals assigned to the engagement to complete the
   engagement. In the event circumstances arise which may cause
   PwC's audit fee to exceed its estimate, PwC will notify the
   Debtors in advance of invoicing the Debtors.

b. Tax Compliance Review Fee. Compensation for all tax and
   accounting services rendered pursuant to the Tax Engagement
   Letter on an hourly basis in accordance with PwC's ordinary
   and customary hourly rates in effect on the date such services
   are rendered.  PwC has informed the Debtors that its hourly
   rates as of February 28, 2014, which are applicable to the
   professionals and staff members assigned to rendering
   accounting tax advisory services, range as follows:

        Billing Category             Range
        ----------------             -----
        Partner                     $500-$850
        Senior Manager              $400-$425
        Manager                     $210-$550
        Senior Associate            $160-$340
        Associate                   $115-$155
        Administrative Support        $85-$95

c. Restructuring Services Fee.  An estimated fee of $100,000
   reflecting compensation for all restructuring-related
   auditing and tax reporting services rendered pursuant to the
   amended Audit Engagement Letter, as billed on an hourly
   basis.  PwC has informed the Debtors that its hourly rates as
   of Feb. 28, 2014, which are applicable to the professionals
   and staff members assigned to rendering the restructuring-
   related auditing and tax reporting services, range as follows:

        Billing Category             Range
        ----------------             -----
        Partner                     $500-$850
        Director                    $400-$425
        Manager                     $210-$550
        Senior Associate            $160-$340
        Associate                   $115-$150
        Administrative Support        $85-$95

d. Costs. In addition to any fees payable to PwC, the Debtors
   propose to reimburse PwC for all reasonable out-of-pocket
   expenses and internal per-ticket charges for travel expenses
   incurred by PwC personnel incurred in connection with
   conducting the audit and rendering accounting and tax
   advisory services.

                   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.


SORENSON COMMS: S&P Raises CCR to 'CCC+'; Outlook Neg.
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Salt Lake City-based video relay telecom services (VRS)
provider Sorenson Communications Inc. to 'CCC+' from 'D'.  The
rating outlook is negative.

At the same time, S&P assigned the company's proposed $25 million
senior secured first-out revolver an issue-level rating of 'B',
with a recovery rating of '1', indicating S&P's expectation for
very high (90%-100%) recovery for lenders in the event of a
payment default.

In addition, S&P assigned the company's proposed $550 million
senior secured first-lien term loan an issue-level rating of
'CCC+', with a recovery rating of '3' (50%-70% recovery
expectation).

The upgrade reflects the company's debt restructuring, which has
alleviated near-term maturity risk on all of the company's debt.
Despite the extension of maturity to 2020 on the proposed senior
secured first-lien term loan and $375 million secured notes
(unrated) and to 2021 on the proposed $300 million holding company
discount notes (unrated), the company remains under pressure from
the declining reimbursement rates set by the FCC.  As a result,
S&P believes Sorenson's long-term capital structure is
unsustainable.

"We continue to assess the business risk profile of Sorenson as
"vulnerable," which reflects the significant regulatory risk
related to the level of reimbursement rates, which directly
affects revenue and cash flow.  We view the company's financial
risk profile as "highly leveraged," given Sorenson's pro forma
lease-adjusted leverage of approximately 6.5x as of Dec. 31, 2013,
and our expectation that leverage will continue to increase
significantly as a result of the declining VRS reimbursement rate
schedule," S&P said.

"The 2013 VRS reimbursement rate reduction substantially impaired
the company's revenue and cash flow potential, relative to
historical levels.  The FCC lowered the previous third-tier
reimbursement rate of $5.07 per minute by approximately 5% to
$4.82 in August 2013.  The reimbursement rate is set to decrease
at a compound annual rate of approximately 9% until it reaches
$3.49 in 2017.  The vast majority of Sorenson's VRS minutes fall
under this third-tier rate.  Additionally, the increased
regulatory scrutiny of the company's Caption Call segment will
likely hamper the growth of this nascent business and limit any
potential diversification benefits.  We base our analysis on the
new VRS rate structure, the company's limited ability to reduce
headcount at the same pace as reimbursement rate declines, and its
high interest burden.  As a result, we believe discretionary cash
flow generation will be substantially impaired, resulting in
longer-term refinancing risk of the 2020 and 2021 maturities," S&P
added.

Sorenson provides video relay services that facilitate telephone
communication for deaf and hard-of-hearing persons in the U.S.
The company has come under increasing scrutiny by the FCC, due in
part to its position as the largest VRS provider in this niche
market.  Moreover, the company is in the mature phase of its
growth cycle as a result of high penetration levels in the
serviceable market.  This trend suggests that high-quality VRS is
widely available within the deaf and hard-of-hearing community and
that new pockets of underserved customers may be more difficult to
find.  Additionally, the market for VRS services is getting more
competitive as reimbursement rates are higher for smaller
competitors.  The Caption Call business, a relatively new service
for the hard-of-hearing, has experienced high growth, but there is
uncertainty regarding the sustainability of current adoption rates
because of competition, and to a larger extent, FCC rulings in
2013 that have affected the marketing practices and functionality
of Caption Call.


SPECIALTY PRODUCTS: Insurers Seek Access to Rule 2019 Statements
----------------------------------------------------------------
Aetna, Inc., and The Rawlings Company LLC ask the U.S. Bankruptcy
Court for the District of Delaware to grant them access to
statements filed pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure and accompanying exhibits filed on behalf of
asbestos claimants in the Chapter 11 cases of Specialty Products
Holding Corp., and its debtor affiliates.

Aetna and Rawlings have provided millions of dollars of medical
benefits to tens of thousands of plan members to treat their
asbestos-related diseases.  Many of these plan members have
asserted personal injury claims against a wide variety of
defendants, including the Debtors.

Aetna and Rawlings have subrogation rights directly against
tortfeasors, including the Debtors, for their members' health care
expenses.  Through subrogation, a portion of the members' claims
being asserted against the Debtors, namely that portion seeking
reimbursement of medical expenses, rightfully belong to Aetna and
Rawlings, Ericka F. Johnson, Esq. -- erjohnson@wcsr.com -- at
Womble Carlyle Sandridge & Rice, LLP, in Wilmington, Delaware,
argues for the movants.

Aetna and Rawlings seek access to the public records filed with
the clerk of the Bankruptcy Court, but not made available on the
electronic docket, to determine the full extent of their
subrogation and reimbursement rights as to asbestos-related
personal injury claims brought against the Debtors.

Greg Arnold, Esq. -- grega@hbsslaw.com -- at Hagens Berman Sobol
Shapiro LLP, in Cambridge, Massachusetts, also represents Aetna
and Rawlings.

A hearing to consider the request is set for May 6, 2014, at 10:30
a.m. (ET).

                    About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Debtors, on
one hand, and the Official Committee of Unsecured Creditors and
the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be cancelled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


STAR DYNAMICS: Has Access to Cash Collateral Until June 30
----------------------------------------------------------
The Hon. Charles M. McDowell of the U.S. Bankruptcy Court for the
Southern District of Ohio signed off on a stipulation authorizing
STAR Dynamics Corporation's use of cash collateral until June 30,
2014.

The stipulation, entered among the Debtor, Whitney National Bank,
and Thomas Bechnel, provides that that the Debtor is authorized,
to borrow on a revolving credit basis, pursuant to the DIP
Facility, a maximum principal amount of $800,000 on the same terms
and conditions as set forth in the final cash collateral order.

All other terms and provisions of the final cash collateral order
will remain in full force and effect.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


STAR DYNAMICS: Womble Carlyle to Handle Transactional Matters
-------------------------------------------------------------
The Hon. Charles M. McDowell of the U.S. Bankruptcy Court for the
Southern District of Ohio authorized STAR Dynamics Corporation to
expand the scope of Womble Carlyle Sandridge & Rice LLP's
employment.

Effective March 1, 2014, Womble Carlyle is to represent the Debtor
in corporate transactional matters to facilitate a sale of the
Debtor's assets and certain ancillary matters related thereto.

As reported in the Troubled Company Reporter on Jan. 29, 2014, the
Debtor obtained authority from the Court to employ Womble Carlyle
as special counsel for the purpose of advising and representing
the Debtor with respect to all litigation matters relative to BAE
Systems Technology Solutions & Services Inc. and with respect to
the completion of prepetition patent work.

These professionals are anticipated to provide services to the
Debtor:

   Michael J. Sullivan, Esq.                   $545
   Russell A. Williams, Esq.                   $330
   Julie E. Adkins, Esq.                       $270
   Louis T. Isaf, Esq.                         $650
   Nanda K. Alapati, Esq.                      $565

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Mr. Sullivan, a partner at Womble Carlyle, assured the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


SUNRISE REAL: Delays Form 10-K for 2013
---------------------------------------
Sunrise Real Estate Group, Inc., 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 said it will be delayed in the
filing of its 10-K due to a delay in the preparation of its
financial statements.

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

Sunrise Real Estate incurred a net loss of US$3.47 million on
US$8.52 million of net revenues for the year ended Dec. 31, 2012,
as compared with a net loss of US$1.15 million on US$8.97 million
of net revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $60.33
million in total assets, $55.82 million in total liabilities and
$4.50 million in total shareholders' equity.

Finesse CPA, P.C., in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has a working capital deficiency, accumulated deficit
from recurring net losses for the current and prior years, and
significant short-term debt obligations currently in default or
maturing in less than one year.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


SWAMI HOSPITALITY: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Swami Hospitality, LLC
        2317 N SR 3
        Greensburg, IN 47240

Case No.: 14-03230

Chapter 11 Petition Date: April 13, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. James M. Carr

Debtor's Counsel: KC Cohen, Esq.
                  KC COHEN, LAWYER, PC
                  151 N Delaware St Ste 1104
                  Indianapolis, IN 46204
                  Tel: 317-715-1845
                  Fax: 317-916-0406
                  Email: kc@esoft-legal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Vimesh Patel, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/insb14-03230.pdf


STEPHEN COSTA: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Stephen Costa, LLC
        6335 Sunset Corporate Drive
        Las Vegas, NV 89120

Case No.: 14-12522

Chapter 11 Petition Date: April 13, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Taylor L. Randolf, Esq.
                  RANDOLPH LAW FIRM, P.C.
                  2045 Village Center CR., Suite 100
                  Las Vegas, NV 89134
                  Tel: 702-877-1313
                  Fax: 702-233-5597
                  Email: tr@randolphlawfirm.com

Total Assets: $2.03 million

Total Liabilities: $2.43 million

The petition was signed by Joseph Felix, secretary.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-12522.pdf


TARGETED MEDICAL: Incurs $9.3 Million Net Loss in 2013
------------------------------------------------------
Targeted Medical Pharma, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $9.33 million on $9.55 million of total revenue for
the year ended Dec. 31, 2013, as compared with a net loss of $9.58
million on $7.29 million of total revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $4.99 million
in total assets, $12.01 million in total liabilities and a $7.01
million total stockholders' deficit.

Marcum LLP, in Irvine, CA, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2013.  The independent auditors noted that the Company
has incurred significant net losses since its inception, and has
an accumulated deficit of $23,022,407 as of Dec. 31, 2013, and
incurred a net loss of $9,337,618 and negative cash flows from
operations of $2,046,586 for the year ended Dec. 31, 2013

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

                       http://is.gd/zWQh1H

                     About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.


TEE INVESTMENT: Avison Young and John Pinjuv Approved as Broker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has
authorized Christina W. Lovato, Chapter 11 trustee for Tee
Investment Company, to employ Avison Young and John Pinjuv, the
managing director of the Avison Young, as broker.

Mr. Pinjuv will assist the Chapter 11 trustee with the marketing
and possible sale of the Lakeridge West Apartments on Plumas
Street in Reno, Nevada.

The Chapter 11 trustee has determined to market the property for
sale under an arrangement with the secured creditor, WBCMT 2006-
C27, Plumas Street, LLC.

Mr. Pinjuv told the Court that Avison Young has agreed with
secured lender WBCMT 2006-C27, Plumas Street, LLC to these terms
of commission/compensation:

     $20,000 for a marketing budget;

     $30,000 as a flat commission if WBCMT is the winning bidder
             under 11 U.S.C. Section 363(k); and

     1.5% of the sale price if the property is sold to a third
             party.

The amounts are to be paid by WBCMT.

Mr. Pinjuv attests that Avinson Young is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                       About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.

Attorneys at Armstrong Teasdale represents Terrence S. Daly, the
court-appointed receiver for Tee Investment Company, Limited
Partnership, as counsel.  Jeffrey L. Hartman, Esq., at Hartman &
Hartman, represents Christina W. Lovato, Chapter 11 trustee.

In 2012, the Debtor filed a First Amended Plan of Reorganization,
which provides that the amount of the WBCMT Secured Claim will be
the lesser of the value of the Property determined as of the
Confirmation Date (the "Value as of Confirmation Date") or the
WBCMT Note Balance, less all post-petition pre-confirmation
payments made to WBCMT.  All existing membership interests are
canceled.  Upon plan confirmation 100% of the membership interest
in the Reorganized Debtor will be issued to Blackwood Canyon, LLC.

WBCMT has sought conversion of the Debtor's case to one under
Chapter 7 of the Bankruptcy Code.

In 2013, the Court approved the appointment of Christina W. Lovato
as Chapter 11 trustee for the Debtor.


TELKONET INC: Incurs $4.9 Million Net Loss in 2013
--------------------------------------------------
Telkonet, 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 $4.90 million on $13.88
million of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss attributable to common stockholders of
$507,558 on $12.75 million of total net revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $10.85
million in total assets, $5.15 million in total liabilities, $1.16
million in total redeemable preferred stock and $4.53 million in
total stockholders' equity.

BDO USA, LLP, in Milwaukee, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a history of losses from operations, a working
capital deficiency, and an accumulated deficit of $121,948,847
that 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/EipBl2

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.


TELEXFREE LLC: Files for Chapter 11 to Facilitate Restructuring
---------------------------------------------------------------
TelexFREE LLC on April 14 disclosed that it and certain of its
subsidiaries and affiliates filed voluntary petitions for relief
under Chapter 11 of the U.S. Bankruptcy Code, in an effort to
address certain operational challenges.  The petitions were filed
in the U.S. Bankruptcy Court for the District of Nevada.
TelexFREE intends to use the Chapter 11 process to optimize its
selling platform, address its liabilities and position itself to
emerge as a stronger and more competitive company.

TelexFREE expects that it has cash on hand to support the business
throughout its reorganization and to maintain services to its
customers.  In connection with the Chapter 11 filing, the Company
announced that it has conducted a thorough review of its
operations, including its multi-level marketing and pricing
structure, and has determined that adjustments will be necessary
to more effectively capitalize on the strong demand for its voice
over internet calling product, rationalize its promotional
expenses and ensure that its sales programs are compliant with
applicable legal requirements.

The Company announced its intention to restructure its debt
obligations, unveil and promote new products (including its
TelexFREE app and TelexMobile), and return to growing its customer
base in an effort to realize the Company's full potential to
generate significant value for its constituents.

Stuart MacMillan, interim Chief Executive Officer of TelexFREE,
said, "We anticipate that our global operations will continue to
provide our customers with the high-quality products and services
they have come to expect.  We are taking this major step because
we continue to believe in our business, our products and the
enthusiasm of our world-class team.  We believe that this
restructuring plan, which will include significant enhancements to
our governance practices and internal controls, will help us to
build a stronger and more sustainable financial and operational
foundation for the future."

The Company has filed customary "First Day Motions" with the
Bankruptcy Court which, if granted, together with the plan, will
help ensure that the restructuring process proceeds in an orderly
manner.

Mr. MacMillan continued, "As a result of the filing of the chapter
11 cases, TelexFREE anticipates that it will have the time to
build a solid foundation based on a compensation plan that rewards
sales associates and promoters for customer acquisition and the
promotion of well-established and new products.  Our collective
success depends on our united commitment to offer our customers
the finest communications products and services available anywhere
in the world.  I look forward to moving through the process
quickly with the support of our independent sales associates
during this transition and the ongoing dedication of our
customers."

Additional information is available on the TelexFREE website at
www.TelexFREE.com

Court filings and other documents related to the reorganization
proceedings are available on http://www.kccllc.net/TelexFree

Alvarez & Marsal North America, LLC is serving as restructuring
advisor to the Company and Greenberg Traurig, LLP and Gordon
Silver are serving as legal advisors to TelexFREE.

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a private company
headquartered in Marlborough, Mass., with offices in a number of
regions around the world.


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

     Debtor                                   Case No.
     ------                                   --------
     Telexfree, LLC                           14-12524
     4705 S. Durango Drive #100-J51
     Las Vegas, NV 89147

     TelexFree, Inc.                          14-12525
     225 Cedar Hill Street
     Suite 118
     Marlborough, MA 01752

     TelexFree Financial, Inc.                14-12526

Type of Business: Telecommunications

Chapter 11 Petition Date: April 13, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtors' General     Nancy A. Mitchell, Esq.
Counsel:             Maria J. DiConza, Esq.
                     Matthew L Hinker, Esq.
                     GREENBERG TRAURIG, LLP
                     MetLife Building
                     200 Park Avenue
                     New York, NY 10166
                     Tel: (212) 801-9200
                     Fax: (212) 801-6400
                     Email: mitchelln@gtlaw.com
                            diconzam@gtlaw.com
                            hinkerm@gtlaw.com

Debtors' Local       Thomas H. Fell, Esq.
Counsel:             Gregory E. Garman, Esq.
                     GORDON SILVER
                     3960 Howard Hughes Pky 9th Flr
                     Las Vegas, NV 89169
                     Tel: (702) 796-5555
                     Fax: (702) 369-2666
                     Email: tfell@gordonsilver.com
                            ggarman@gordonsilver.com

Debtors'             ALVAREZ & MARSAL
Restructuring
Financial
Consultant:

Debtors' Claims      KURTZMAN CARSON CONSULTANTS LLC
Agent:

Debtors' Chief       JOE H. CRAFT, CPA
Financial
Officer:

Debtors'             J. FRANK ASSOCIATES, LLC
Investor             d/b/a Joele Frank,
Relations            Wilkinson Brimmer Katcher
Representative:

Debtors' Interim     IMPACT THIS DAY, INC.
CEO Provider:

                                    Estimated    Estimated
                                      Assets      Debts
                                  ------------  -------------
TelexFree, LLC                    $50MM-$100MM  $100MM-$500MM
TelexFree, Inc.                   $1MM-$10MM    $0-$50,000

The petitions were signed by Stuart A. MacMillan, interim CEO.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Jozelia Sangali                      Trade Debt       $1,346,731
Boston, MA US
Email: jozelia_miriam@hotmail.com
Tel: 2756789045

Leonardo Francisco                   Trade Debt         $903,813
30 D Mount Ave.
30 D 1
Marlborough, MA US
Email: leocaul@hotmail.com
Tel: 9783109244

DL1 Inc.                             Trade Debt         $740,910
97 Bellevue Avenue
Melrose, MA US
Email: davidbeeba@gmail.com
Tel: 8573122571

Renato Alvez                         Trade Debt         $737,264
rua nove
252 jardim bela vista
serra, Es BR
Email: renato.alvez.88@hotmail.com
Tel: 2798230867

Benjamin Argueta                      Trade Debt        $673,543
14 Illinois Ave
Somerville, MA
Email: benjamin_gauchao@yahoo.com
Tel: 8572598240

Marco Almeida                         Trade Debt        $553,579
rua sostenis miranda
81 centro
itabuna, MO UY
Email: marcobrum53@hotmail.com
Tel: 9545881667

JMC Inc.                              Trade Debt        $500,308
3611nw 19th St.
Coconut Creek, FL US
Email: marcosclubflorida@gmail.com
Tel: 9548182549

Edwin Herman Maina Lima               Trade Debt        $496,201
Calle Tarope
Cobija, Pa BO
Email: aldemar.neto@ac.gov.br

David Martinez                        Trade Debt        $493,707
caserio el tunal
112
El Rosario, PA SV
Email: dmj500@charter.net
Tel: 7743123480

Paola Zollo Alecci                    Trade Debt        $456,342
Rua da Calcada NI2
12 Canico
Canico, PT

Robert Bourguignon                    Trade Debt        $439,901
3611 NW 19th Street
Coconut Creek, FL 33066
Email: 9548182549
Tel: flavioarraz@gmail.com

Carla Perez                           Trade Debt        $438,318
R Machado de Assis
820 Jd Santa Inacia
Porto Alegre, 17 PT
Email: carlagperes@outlook.com
Tel: 351912000000

Pedro Taveras                         Trade Debt        $438,318
Calle 5 Este No. 6
Email: ptc59@hotmail.com
Tel: 8095568719

Nathana Santos Reis                   Trade Debt        $402,462
Rua Vinicius Torres
Email: nathanasreis@gmail.com

Jose Anominondas Jr.                  Trade Debt        $388,771
rua barao de lucena
62 petimbu
natal, MO UY
Email: wjempreendimentos@icloud.com
Tel: 8488288206

Vagner Roza                           Trade Debt        $386,447
Rua Tereza de Jesus
S/N Centro
Ipiranga, PR BR
Email: vagnerflamego2009@hotmail.com
Tel: 4299168155

Norberto Rey                          Trade Debt        $374,237
1003 E 31s Ave
1003 1003 E 31s ave
Tampa, FL US
Email: reytrucking@yahoo.com
Tel: 8133574453

Jacqueline Zieff                      Trade Debt        $367,109
42 Arlington Rd
Brookline, Ma US
Email: july3jane@aol.com
Tel: 6178039988

Jose Carlos Maciel                    Trade Debt        $364,086
18 Hayes St. Apt. 2
Email: jcmkgb@hotmail.com
Tel: 5088169680

Michael Calazans                      Trade Debt        $350,420
3611 NW 19th Street
Coconut Creek, FL 33066
Tel: 9548182549

Bruno Graziani                        Trade Debt        $344,505
80 Lilac Circ
80 Centro
Marlboro, MA US
Email: grazian892@gmail.com
Tel: 9783891408

Renato Ribeiro                        Trade Debt        $340,479
14 Washington St.
Medford, MA US
Email: renatousa05@gmail.com
Tel: 781-960-3914

Marcelino Salazar                     Trade Debt        $337,291
Bacilio
av san borja norte
1325 san borja
lima, lim PE
Email: marcelino.sb@outlook.com
Tel: 5114362762

Edison Oswaldo                        Trade Debt        $312,890
jurado aleman
AV. Carlos Freire LT 248 PB
Pasaje A
LT 24 LA Libertad de
Chillogallo
Quito, Pi EC
Email: oswaldojuradoaleman@gmail.com
Tel: 593996000000

Roman Mishuk                          Trade Debt        $310,913
Kosachiv 3
24
Kovel, Vo UA
Email: mishuknew@gmail.com
Tel: 380507000000

Rosa Marina Cabral Souto              Trade Debt        $303,026
Caminho Lombo de SIAalo Tiago
19-A Canhas
Ponta do Sol, MA PT
Email: telefree.r@hotmail.com
Tel: 351292000000

Du painting Dba                       Trade Debt        $302,831
1 Main Street
555
Hyannis, MA US
Email: edpnegocios@hotmail.com
Tel: 1617016788

Graca Luisa andrade                   Trade Debt        $298,988
rua velha ajuda
bl-G
Funchal, Ma PT
Email: projectosfx@gmail.com
Tel: 351962000000

Paulo Francisco da Silva              Trade Debt        $295,946
rua alindo robelito
2725 setor 23
Vilhena, MA US
Email: avpaulo_207@hotmail.com
Tel: 6175951543

Leone da Silva santos                 Trade Debt        $295,946
Av. Rubens Carvalho Av. 100
Feira de Santana, BA US
Email: araujommn@gmail.com
Tel: 7536972394


THERMOENERGY CORP: Incurs $1.6 Million Net Loss in 2013
-------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.61 million on $2.81 million of revenue for the year
ended Dec. 31, 2013, as compared with a net loss of $7.38 million
on $6.97 million of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, shows $4.29 million
in total assets, $9.19 million in total liabilities, $8.97 million
in series C convertible redeemable preferred stock and a $13.86
million total stockholders' deficiency.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, 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's significant
operating losses 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/G0Bx8R

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on July 15, 2013, the Audit Committee of
ThermoEnergy Corporation's Board of Directors voted to dismiss
Grant Thornton LLP as the Company's independent registered public
accounting firm and, on the same day, engaged Moody, Famiglietti &
Andronico, LLP, as the Company's new independent registered public
accounting firm.  The dismissal was not a result of any
disagreement with the former accounting firm.


TITAN PHARMACEUTICALS: Posts $9.7 Million Net Income in 2013
------------------------------------------------------------
Titan Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income and comprehensive income applicable to common stockholders
of $9.71 million on $10.48 million of total revenue for the year
ended Dec. 31, 2013, as compared with a net loss and comprehensive
loss applicable to common stockholders of $15.18 million on $7.11
million of total revenue in 2012.

As of Dec. 31, 2013, the Company had $18.42 million in total
assets, $12.66 million in total liabilities and $5.76 million in
total stockholders' equity.

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

                        http://is.gd/kYL6YH

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

                            *   *    *

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


TRAVELPORT LLC: Moody's Changes 'Caa1' CFR Outlook to Negative
--------------------------------------------------------------
Moody's Investors service has changed to stable from negative the
outlook on Travelport's Caa1 corporate family rating (CFR) and the
Caa1-PD probability of default rating (PDR) of Travelport LLC.
Concurrently, Moody's has affirmed Caa1 CFR and the Caa1-PD PDR,
as well as the B1 ratings of the senior secured debt. Moody's has
also affirmed the Caa2 ratings of the second lien, the Caa2 rating
of the senior unsecured notes and the Caa3 ratings of the
subordinated unsecured notes.

Ratings Rationale

"The change of outlook to stable is driven by Travelport's
improving operating performance, which has seen the company
returning to EBITDA growth", says Knut Slatten, Moody's Assistant
Vice President and lead analyst for Travelport.

Following two years in which the company's EBITDA and cash flow
generation came under significant pressure as a result of the loss
of a key contract, as well as the incurrence of large litigation
costs, Travelport no longer suffered from these headwinds in the
last three quarters of 2013. Supported by a strong growth
momentum, as exemplified by Travelport's 4% growth in Revenue Per
Available Segment (RevPas), the company has managed to return
towards a path of EBITDA-growth, allowing the company to de-
leverage from its current high levels.

Moody's expects that Travelport's core distribution business will
perform well over the next 2-3 years, supported by an overall more
favorable outlook for air travel. In addition, Moody's sees
potential upside from Travelport's merchandising platform, which
allows airlines to sell ancillary products through the GDS
terminal and notes that Travelport has contracted an increasing
number of low cost carriers over the past year. Moody's also views
favorably Travelport's increasing proportion of revenues coming
from alternative revenue sources, exemplified by its "beyond air"
segment representing 18% of net revenues in 2013 (against 14% in
2011).

As part of its full-year results for 2013, Travelport said it no
longer considered Orbitz as a core-asset. Whilst Travelport has
not communicated more around its ownership of the online-travel
agency, Moody's anticipates that further de-leveraging of the
capital structure will materialise should Travelport decide to
divest its ownership-stake. A potential disposal of the company's
stake in Orbitz is not reflected in Travelport's current ratings
and outlook.

Moody's expects that Travelport's liquidity profile will be
adequate, but notes that the company's liquidity profile is dented
by a still-tight headroom to financial covenants. There are no
upcoming debt maturities over the next 12 months.

Travelport's Caa1 CFR continues to reflect its leading position as
a GDS provider, among the top three globally, alongside Amadeus IT
Holding, S.A. and Sabre Holdings Corporation. The ratings remain
constrained by the company's high leverage, weak free cash-flow,
low interest cover and a liquidity profile deemed to be not more
than adequate.

What Could Change The Rating UP/DOWN

Positive rating pressure could arise if Travelport succeeds in
bringing leverage down below 7.0x Moody's-adjusted debt/EBITDA.

Conversely, negative pressure would likely be exerted on the
rating should Travelport fail to demonstrate a glide path towards
a reduction in leverage from the high levels over the next two
years. Finally, negative pressure could also result if
Travelport's near-term liquidity were to be more constrained.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Atlanta, Georgia, Travelport is a leading
provider of transaction processing services to the travel industry
through its global distribution system (GDS) business, which
includes the group's airline information technology solutions
business. During FY2013, the group reported revenues and adjusted
EBITDA of $2.1 billion and $517 million, respectively.


TRAVELPORT LLC: S&P Raises Corporate Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised to 'CCC+'
from 'SD' (selective default) its long-term corporate credit
ratings on U.S.-based travel services provider Travelport Holdings
Ltd. and its primary operating subsidiary Travelport LLC
(together, Travelport).  The outlook is stable.

At the same time, S&P raised to 'CCC-' from 'D' (default) its
issue rating on Travelport LLC's senior unsecured and senior
subordinated notes due September 2016.  The recovery rating on
these notes is unchanged at '6', indicating S&P's expectation of
negligible (0%-10%) recovery prospects in the event of a payment
default.

In addition, S&P affirmed all its issue ratings on Travelport's
other debt facilities. In particular:

   -- S&P affirmed its issue rating on the first-lien senior
      secured debt facilities at 'B'.  The recovery rating on
      these facilities is unchanged at '1', indicating S&P's
      expectation of very high (90%-100%) recovery prospects in
      the event of a payment default.

   -- S&P affirmed its issue ratings on the second-lien term loan
      at 'CCC+'.  The recovery rating on this debt is unchanged at
      '4', indicating S&P's expectation of average (30%-50%)
      recovery prospects in the event of a payment default.

The upgrade follows Travelport's completion of a voluntary
exchange of $135 million of its outstanding senior subordinated
notes due September 2016 for equity in Travelport LLC.  S&P viewed
the exchange as distressed under its criteria, which led it to
downgrade Travelport to 'SD' on March 5, 2014.  In accordance with
S&P's criteria, it changes its long-term corporate credit rating
of 'SD' after an issuer's distressed exchange to reflect its new
capital structure.

Travelport's operating performance improved in the financial year
ending Dec. 31, 2013, with 13% growth in reported EBITDA.  Despite
the positive development in underlying performance, S&P continues
to forecast negative free operating cash flow under its base case.
This is because Travelport's debt and cash interest costs remain
high after the exchange, which in S&P's view makes its capital
structure unsustainable in the medium-to-long term.

As a result, S&P believes that Travelport is vulnerable to
external shocks in its operating environment and dependent on
favorable business, financial, and economic conditions to meet its
medium- to long-term financial commitments.  S&P's ratings take
into account Travelport's track record of distressed debt
exchanges and debt maturity extensions, which over time have
worsened some creditors' positions in the capital structure.

S&P's assessment of Travelport's financial risk is "highly
leveraged."  Under S&P's base case, Travelport's credit measures
will remain weak in 2014, with Standard & Poor's-adjusted funds
from operations (FFO) to debt of 3% and EBITDA interest coverage
of 1.4x.

S&P's assessment of Travelport's business risk is "fair."  The 13%
improvement in reported EBITDA in 2013 was mainly driven by strong
growth in Travelport's "Beyond Air" business segment, which
includes its advertising, hospitality, and payment businesses.
S&P anticipates that Travelport's core global travel distribution
business will remain under pressure as airlines continue to
promote direct bookings in the more mature European and North
American markets.  However, S&P believes that the group will
offset some of these pressures by broadening its service offering
and growing its advertising, hospitality, and payments businesses,
which underpin its strategic objective to diversify its revenue
stream.

The stable outlook reflects S&P's view that Travelport has
sufficient liquidity to meet its operational and financing needs
over the next 12 months.

Downside scenario

S&P could lower the rating on Travelport if its liquidity weakens
materially.  In view of the lack of near-term debt maturities, a
downgrade would most likely occur if headroom under Travelport's
covenants deteriorates significantly below S&P's forecasts.  S&P
could also lower the rating if Travelport announces another debt
exchange that it views as distressed.

Upside scenario

Rating upside would require Travelport to achieve a sustainable
capital structure by significantly reducing its cash interest
cost.  In the absence of large near-term debt maturities,
Travelport could deleverage by selling assets and using the
proceeds to repay debt; or by improving its operating performance
such that sustainable positive operating cash flow generation
supports material debt reduction in the medium-to-long term.


TRISTAR WELLNESS: Delays Form 10-K for 2013
-------------------------------------------
TriStar Wellness Solutions, Inc., formerly known as Biopack
Environmental Solutions, Inc., 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.

"Data and other information regarding certain material operations
of the Company, as well as its financial statements required for
the filing, are not currently available and could not be made
available without unreasonable effort and expense," the Company
said in the filing.

                           About Tristar

Westport Conn.-based Tristar Wellness Solutions, Inc., is a
company involved in developing, manufacturing and marketing HemCon
Medical Technologies Inc.'s innovative wound care/infection
control medical devices, as well as, developing, marketing and
selling NorthStar Consumer Products, LLC's Beaute de Maman(TM)
product line, which is a line of skincare and other products
specifically targeted for pregnant women, as well as developing
the Soft and Smooth Assets.

In April 2012, the Company changed its name from "Biopack
Environmental Solutions, Inc." to "Tristar Wellness Solutions,
Inc."  This name changes was effected by the agreement between the
holders of our preferred stock, which account for the voting
control of the company with Rockland Group, LLC, under which
Rockland purchased shares of TriStar Wellness Solutions, Inc.

The Company's balance sheet at Sept. 30, 2013, showed $5.98
million in total assets, $9.13 million in total liabilities and a
$3.14 million total stockholders' deficit.

The consolidated financial statements for the fiscal year ended
December 31, 2012, states that because the Company has suffered
recurring operating losses from operations, there is substantial
doubt about the Company's ability to continue as a going concern.
A "going concern" opinion indicates that the consolidated
financial statements have been prepared assuming the Company will
continue as a going concern and do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.


TUSCANY INT'L: Executes Heli-Portable Rig Sale Agreement
--------------------------------------------------------
Tuscany International Drilling Inc. on April 11 announced the
execution of a definitive agreement by its wholly-owned
subsidiares, Tuscany Rig Leasing S.A. and Tuscany Perfuracoes
Brasil Ltda., with respect to the sale of heli-portable drilling
rigs 115 and 116 located in Brazil, including all related
equipment owned or used by Tuscany in connection with the rigs.
The aggregate consideration payable to Tuscany pursuant to the
Transaction is USD$29,000,000, USD$6,000,000 of which has been
deposited into escrow.

The proceeds from the completion of the Transaction will be used
by Tuscany to reduce its indebtedness under its secured credit
facility.

The Transaction is subject to customary closing conditions.  The
Transaction is expected to be completed in mid-May.

For information on developments concerning and documents relating
to the Company's previously announced proceedings under Chapter 11
of the United States Bankruptcy Code, please refer to the website
of Prime Clerk LLC, the administrative advisor, at
http://cases.primeclerk.com/tuscany/

                    About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.  GMP Securities, LLC serves as investment banker.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.
The Bankruptcy Court has entered an order approving the bidding
procedures for the sale of all or any portion of the Debtors'
assets or the new capital stock of Reorganized HoldCo, as
reorganized under the Plan.  These bidding procedures are to be
utilized by the Debtors in the postpetition sale process in an
effort to secure the highest or otherwise best offer for the sale
of the Debtors' businesses.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.

Credit Suisse, as agent, is represented by:

     MAYER BROWN LLP
     1675 Broadway
     New York, NY 10019-5820
     Attn: Howard S. Beltzer, Esq.
     Facsimile: 212-262-1910
     E-mail: hbeltzer@mayerbrown.com

          - and -

     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Attn: Mark D. Collins, Esq.
     Facsimile: 302-498-7531
     E-mail: Collins@rlf.com


VERMILLION INC: Incurs $8.8 Million Net Loss in 2013
----------------------------------------------------
Vermillion, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$8.81 million on $2.56 million of total revenue for the year ended
Dec. 31, 2013, as compared with a net loss of $7.14 million on
$2.09 million of total revenue during the prior year.

As of Dec. 31, 2013, the Company had $30.64 million in total
assets, $3.87 million in total liabilities and $26.76 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, 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 Company's
consolidated financial statements for the the year ended Dec. 31,
2012, citing recurring losses and negative cash flows from
operations and an accumulated deficit.

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

                        http://is.gd/dS9Iy6

On March 27, 2014, on the recommendation of the Compensation
Committee of the Board of Directors of Vermillion, Inc., the Board
approved the 2014 annual salary; the target percentage of annual
salary payable upon achievement of specified metrics relating to
the number of OVA1 tests performed, realized revenue per test,
completion of studies, advancement of the platform migration,
increase in covered lives and certain other metrics; and grants of
options to purchase common stock of the Company, par value $0.001
per share, to each of these executive officers:

                                  Bonus Payout      No. of
                                  Target for 2014   Shares
                                  (as a percentage  Subject to
                    2014 Annual   of 2014 Annual    Stock Option
Name & Title          Salary     Salary)           Grant
------------       -----------   ----------------  ------------
Tom McLain           $375,000         50%             140,000
President and
Chief Executive
Officer

Marian Sacco         $250,000         40%              90,000
Senior Vice
President of Sales
and Marketing and
Chief Commercial
Officer

Donald Munroe        $275,000         40%              70,000
Senior Vice
President of
Business Development
and Chief Scientific
Officer

Eric Schoen          $225,000         35%              55,000
Vice President,
Finance and Chief
Accounting Officer

The stock options were granted pursuant to the Vermillion, Inc.,
Amended and Restated 2010 Stock Option Plan and, subject to the
executive officer's continued employment with the Company, will
vest in forty-eight equal monthly installments beginning on
April 27, 2014 (except as otherwise provided in the terms and
conditions applicable to the awards).  The exercise price for the
options is $3.09 per share, and the options are subject to such
additional terms and conditions as are set forth in the applicable
form of award agreement.

                         About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.


VIASYSTEMS GROUP: S&P Retains 'B+' Rating Following $50MM Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on St.
Louis, Mo.-based Viasystems Group Inc. are unchanged following its
proposed $50 million add-on to its senior secured notes due 2019.
The notes, to be issued by Viasystems Inc., are rated 'B+' with a
recovery rating of '4', indicating an expectation for average
(30%-50%) recovery in the event of a payment default.

S&P expects that the company will hold the proceeds on its balance
sheet to bolster liquidity.  At Dec. 31, 2013, it had $55 million
in cash and $100 million of availability under its revolving
credit facilities.

The 'B+' corporate credit rating reflects Viasystems' "aggressive"
financial risk profile with leverage of 4.8x as of Dec. 31, 2013,
pro forma for the proposed transaction, up from actual leverage of
4.4x for the same period, and its "weak" business risk profile
reflecting its competitive and fragmented operating environment
and the cyclicality of the printed circuit board market.

RATINGS LIST

Viasystems Group Inc.
Corporate Credit Rating           B+/Stable/--

Viasystems Inc.
Senior Secured
$600 mil. notes due 2019          B+
  Recovery Rating                  4


WEST FLORIDA RECYCLING: Files for Chapter 11 Bankruptcy
-------------------------------------------------------
West Florida Recycling, L.L.C., based in Pensacola, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 14-30341) on
March 31, 2014.  Judge William S. Shulman presides over the case.
Todd M. LaDouceur, Esq., at Todd M. Ladouceur, P.A., serves as the
Debtor's counsel.  West Florida Recycling estimated $1 million to
$10 million in both assets and liabilities.  The petition was
signed by Larry Hoover, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb14-30341.pdf

NorthEscambia.com reported that officials at Emerald Coast
Utilities Authority say they plan to continue to utilize the
company to process recyclables, as long as they can continue to
provide services in accordance with ECUA's contract.

"We've worked to establish an alternate solution, should that be
necessary, because we are committed to maintaining our recycling
program in place," ECUA spokesperson Nathalie Bowers said,
according to the report.  "Having already converted our fleet of
collection vehicles to Compressed Natural Gas (CNG) from diesel
has given us options that we might not have had one or two years
ago.  The reduced fuel costs give us the option of considering
recycling processors who are  further away, at the same cost, and
certainly at a lower cost than landfilling these recyclables
locally."

ECUA does not pay West Florida Recycling; rather the company makes
money by selling the processed recyclables.


WEST MOUNTAIN: Case Closed; Apex Capital Becomes New Owner
----------------------------------------------------------
Justin Mason, writing for The Daily Gazette, reported that West
Mountain officially emerged from bankruptcy.  According to the
report, Apex Capital received a final decree on the ski area's
Chapter 11 filing last year and is now the formal owner of the
property.  Though West Mountain still owes roughly $1.5 million,
the change in status means the new ownership can raise capital and
seek additional investors for the venture, the report said.

According to the report, Spencer Montgomery, a principal with
Apex, a limited liability corporation, said that since the
bankruptcy proceedings began in June, the ski area has settled
with its unsecured creditors and restructured its debt load in
order to greatly reduce the $4.8 million originally owed to
creditors.  He said the ski area will still have mortgage payments
moving forward, but at a rate that won't burden the business.  Mr.
Montgomery a;sp said the ski area also has secured roughly 1,600
acres of land at the top of the mountain that was in foreclosure.
He said the land is a crucial component to the mountain's long-
range viability.

The report also said that under bankruptcy, Apex Capital leased
368 acres of West Mountain for $16,000 per month, with the
proceeds going toward paying off some of the $2.12 million in
secured claims.  Apex also invested roughly $600,000 into the
business over the past year, which allowed the company to repair
machinery, refurbish lifts and spruce up the lodge for the season.


WESTERN FUNDING: Majority of Unsecured Creditors Accept Plan
------------------------------------------------------------
Majority of the holders of general unsecured claims in the Chapter
11 cases of WFI Debtor, f/k/a Western Funding Incorporated, and
its debtor affiliates, voted to accept the Chapter 11 Plan of
Liquidation, according to a filing with the U.S. Bankruptcy Court
for the District of Nevada.

Specifically, 80% of the holders of Class 4 - General Unsecured
Claims, with claims amounting to $6,804,813, voted to accept the
Plan.  Meanwhile, all five holders of Class 3 - B Member Secured
Claims with an aggregate estimated claim amount of $3.0 million
voted to reject the Plan.

Greif & Co., one of the unsecured creditors who voted to reject
the Plan, complained that the Plan does not adequately ensure
litigation claims, avoidance actions, and subordination
proceedings are adequately preserved and properly handled post-
confirmation.

Mark Finston and James B. Hadden and Class B Members of Harbor
Structured Finance, Inc., the sole shareholder of the Debtors
complained, among other things, that the Plan contains release
language that is not included for any of the other classes
designated under the Plan, and appears to confer a release upon
the Debtors, in direct contravention of the release provision
previously retained in the so-called "Westlake Order."

The Debtors maintain that, subject to certain modifications that
will be filed prior to the confirmation hearing, the objections to
the confirmation of the Plan will be resolved and the Plan will be
confirmed.  The Debtors tell the Court that they continue to work
with the counsel for certain creditors in an attempt to resolve
remaining issues.

Zachariah Larson, Esq., and Matthew C. Zirzow, Esq., at Larson &
Zirzow, LLC, in Las Vegas, Nevada, represent the Debtors.

L. Edward Humphrey, Esq. -- ehumphrey@hulolaw.com -- at HUMPHREY
LOPEZ PLLC, in Reno, Nevada, represents Greif & Co.

Richard F. Holley, Esq. -- rholley@nevadafirm.com -- and Ogonna M.
Atamoh, Esq. -- oatamoh@nevadafirm.com -- at Cotton, Driggs,
Walch, Holley, Woloson & Thompson, in Las Vegas, Nevada; and
Joseph F. Murray, Esq. -- murray@mmmb.com -- at Murray Murray Moul
+ Basil LLP, in Columbus, Ohio, represent the Class B Members.

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

In its schedules, Western Funding disclosed $48,513,558 in total
assets and $44,443,913 in total liabilities.

Western Funding is jointly administered with Western Funding Inc.
of Nevada, and Global Track GPS, LLC.  Western Funding Inc. is the
lead case.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.

The TCR reported on Feb 21, 2014, that the Court authorized the
Debtors to change their corporate names and modify the case
caption.  In accordance with the order dated Jan. 6, 2014,
authorizing the sale of substantially all of the Debtors'
operating assets, the Debtors' name will be changed to:

    Western Funding Incorporated          WFI Debtor
    Western Funding Inc. of Nevada        WFN Debtor
    Global Track GPS, LLC                 GT Debtor


WISE METALS: Moody's Rates Proposed Sr. Unsecured Notes 'Caa2'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to proposed
senior unsecured notes due 2018 to be issued by Wise Metals
Intermediate Holdings LLC ("Holdings") and Wise Holdings Finance
Corporation ("Wise Holdings Finance") as co-issuers. At the same
time, Moody's assigned a B3 Corporate Family Rating (CFR) and B3-
PD Probability of Default Rating (PDR) to Wise Holdings, a new
holding company 100% owned by Wise Metals Holdings LLC. Holdings
owns 100% of each of Wise Holdings Finance and Wise Metals Group
LLC ("Wise Metals"). At the same time, Moody's affirmed the Caa1
rating on Wise Metals $650 million senior secured notes. The
ratings outlook is negative and is a change from the previous
stable outlook for Wise Metals.

If the proposed offering is concluded as planned, Moody's will
withdraw the existing B3 CFR and B3-PD PDR of Wise Metals. Moody's
convention is to assign the CFR to the highest entity within a
family's corporate structure that has rated debt.

Wise Metals is the entity that directly owns the group's operating
subsidiaries. Moody's collectively refer to the group of companies
as "Wise".

Proceeds of the new offering will be used to fund a dividend
distribution, equity repurchase and for general corporate
purposes. Interest on the notes is payable in cash; however, if
certain conditions are met Wise may make payment in kind (PIK) or
a combination thereof.

Moody's took the following actions:

Assignments:

Issuer: Wise Metals Intermediate Holdings LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Unsecured Regular Bond/Debenture, Assigned Caa2
(LGD6, 94%)

Affirmations:

Issuer: Wise Metals Group LLC

Senior Secured Regular Bond/Debenture, Affirmed Caa1 (LGD4, 60%)

Outlook Actions:

Issuer: Wise Metals Group LLC

Outlook, Changed To Negative From Stable

Issuer: Wise Metals Intermediate Holdings LLC

Outlook, Negative

Ratings Rationale

The effective change in Wise's outlook to negative from stable
reflects the introduction of debt at Wise Holdings and the
resulting higher absolute debt levels for a company operating
under a relatively low margin business model within an industry
that still faces fundamental challenges. The outlook also
considers the need for Wise Metals to make dividend payments to
Holdings in order for Holdings to service its debt requirements
and the expected impact on cash flow generation for reinvestment
or debt reduction. Consequently, Moody's expect that Wise will
continue to carry weak credit metrics and exhibit debt-to-EBITDA
exceeding 6 times and EBIT-to-interest trending below 1.5 times
over the next 12 to 18 months. Given the increased debt and
interest levels, meaningful improvement in metrics will now occur
over a longer time horizon than initially contemplated.

Moody's view the timing of the contemplated payment of debt-
financed shareholder distributions while business conditions
continue to encounter headwinds as being adverse to Wise's credit
profile. Wise's sales are concentrated in the North American can
sheet segment, which is being pressured by the secular decline in
beverage can consumption in North America. Furthermore, given
Wise's largely margin-on-metal business model, moderate
improvement in profitability is contingent on achieving higher
volumes in a still fiercely competitive marketplace.

The B3 CFR acknowledges Wise's strong position within its customer
base and the multi-year sales contracts it has with its customers
for can sheet. This position is expected to become more
advantageous to the company over time. Domestic excess production
capacity is becoming more limited as some major North American
rolled aluminum sheet producers have indicated plans to divert
production capacity to the automotive markets, thereby providing
Wise the opportunity to expand market share, and potentially
increase its pricing flexibility. However, Moody's believe that it
will take several years before automotive end-customers can
transition a significant number of their product lines to aluminum
sheet. Therefore, it will likely take some time before Wise can
realize the full benefits of such favorable trends.

The Caa2 rating on the senior unsecured notes, which will not be
guaranteed by Holdings' subsidiaries on the issue date, reflects
the structural subordination of these instruments within the
liability waterfall to a substantial amount of secured debt. The
Caa1 rating on Wise Metals senior secured notes, which are
guaranteed by certain of Wise Metal's subsidiaries, reflects the
weaker security available to this instrument relative to the
company's asset-backed revolving credit facility ("ABL") and
priority accounts payable.

The rating could be pressured should market fundamentals
deteriorate and the company experience sustained volume and margin
declines or should the time horizon for an improvement in credit
metrics encounter further delays. Quantitatively, ratings could be
downgraded if debt-to-EBITDA is likely to be sustained above 5.5
times, EBIT-to-interest below 1.5 times, or if the company
generates negative free cash flow on a sustained basis. A
significant contraction in liquidity or availability under the
ABL, or the undertaking of further debt-financed shareholder
distributions and acquisitions could also negatively affect the
rating.

An upgrade is unlikely at this time due to Wise's highly leveraged
profile, modest earnings base, slow recovery in general demand for
aluminum products and the uncertainty over future financial
policies. Over time, upward ratings momentum could occur should
market fundamentals rebound to and be sustained at stronger
levels, volume growth be achieved, and the company consistently
evidence more robust earnings performance such that debt-to-EBITDA
and EBIT-to-interest were to be sustained below 4.5 times and
above 2.0 times, respectively.

The principal methodology used in this rating was the Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Muscle Shoals, Alabama, Wise Metals Intermediate
Holdings LLC (" Holdings") is a holding company that owns a 100%
stake in Wise Metals Group LLC ("Wise Metals"), which, in turn,
owns 100% of Wise Alloys LLC ("Wise Alloys"), a producer of rolled
aluminum products supplying primarily the North American can sheet
market. Wise Alloys contributes the majority of the company's
consolidated revenues. Wise Metals also wholly-owns Listerhill
Total Maintenance Center LLC, which provides project and
maintenance engineering services, Alabama Electric Motor Services
LLC, which sells and services electric motors and Wise Recycling
LLC ("Wise Recycling"), which collects, processes and sells scrap
metal. Under the terms of the indentures governing the notes, Wise
Recycling is an unrestricted subsidiary. Moody's collectively
refer to the group of companies as "Wise". Consolidated revenues
for the fiscal year ending December 31, 2013 were approximately
$1.3 billion.


WISE METALS: S&P Lowers CCR to 'B-'; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Muscle Shoals, Ala.-based Wise Metals Group and
related entities to 'B-' from 'B'.  At the same time, S&P assigned
its 'B-' corporate credit rating to new parent company Wise Metals
Intermediate Holdings.  The outlook is stable.

S&P assigned its 'CCC' issue-level rating (two notches lower than
the corporate credit rating) to the company's proposed $125
million PIK toggle notes due 2018.  The issue-level rating and '6'
recovery rating indicate S&P's expectation for minimal (0%-10%)
recovery for lenders in the event of payment default and the
structurally subordinate position that the $125 million PIK toggle
notes will occupy in the capital structure.

S&P also lowered its issue-level rating on the company's existing
$650 million senior secured notes by one notch to 'CCC+' from 'B-'
in conjunction with the lowering of the corporate credit rating.
The '5' recovery rating on the secured notes is unchanged and
indicates S&P's expectation for modest (10%-30%) recovery for
lenders in the event of payment default.

The $125 million PIK toggle notes are being sold pursuant to Rule
144A without registration rights.  The company plans to use
proceeds from the proposed PIK notes to pay a dividend, pay
interest expense on the PIK notes for 2014, for general corporate
purposes, and for transaction-related fees and expenses.

"The stable outlook reflects our view that Wise will continue to
benefit from relatively predictable cash flow from contracted
aluminum can sheet sales and established customer relationships,"
said Standard & Poor's credit analyst Amanda Buckland.  "Still, we
expect financial measures to remain highly leveraged, with EBITDA
interest coverage of less than 2x during the next 12 months."

S&P could lower the ratings if liquidity became weak, which could
occur if Wise lost one of its top three customers or experienced a
significant outage at its sole manufacturing facility, causing
annual volumes sold to drop and reducing ABL availability due to
shrinkage of assets to support the borrowing base and lower cash
flows.

S&P would consider an upgrade if Wise demonstrated that it can
maintain adequate liquidity by executing material changes to trade
terms with its largest customer and supplier such that its ABL
availability does not become periodically constrained.  S&P would
also consider an upgrade if cash flow and leverage measures
improved such that debt to EBITDA approached 5x.


WORLD SURVEILLANCE: Reports $3.4 Million 2013 Net Loss
------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.41 million on $558,574 of net revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $3.36 million
on $272,201 of net revenues for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $3.46 million in total
assets, $16.96 million in total liabilities and a $13.49 million
total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"Our indebtedness at December 31, 2013 was $16,958,374.  A portion
of such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company said
     in the Annual Report.

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

                        http://is.gd/QYtQgK

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.


* HSBC Sued by Illinois' Cook County over Minority Lending
----------------------------------------------------------
Edvard Pettersson and Andrew Harris, writing for Bloomberg News,
reported that HSBC Holdings Plc was accused of targeting Chicago-
area minority borrowers for high-cost home loans as Illinois's
Cook County followed other local governments trying to hold
subprime lenders liable for urban blight.

According to the report, Cook County, the second most-populous
county in the U.S. after Los Angeles County, seeks unspecified
compensatory and punitive damages for its alleged costs to police
and maintain deteriorating neighborhoods and from lost tax revenue
on vacant properties, according to a complaint filed against HSBC
North America Holdings on March 21 in federal court in Chicago.

The county's suit against HSBC, Europe's biggest bank, mirrors
claims brought by Baltimore, Cleveland and Memphis, Tennessee,
targeting banks under the Fair Housing Act for making loans to
minority borrowers who didn't qualify for them, or for giving
high-interest subprime mortgages to minority borrowers who could
have qualified for prime loans, the report related.

"It was defendants' actions, and the actions of certain other
subprime mortgage industry participants, that instigated the U.S.
financial crisis, precipitating the economic decline and higher
unemployment rates," the report said, citing Cook County in the
complaint. "That in turn further exacerbated the foreclosure
crisis initially caused by the predatory subprime lending itself."

HSBC Mortgage Services Inc., which used "bulk underwriters" to buy
subprime loans from third-party originators, approved loans for
borrowers who were gardeners or worked for McDonald's and reported
$90,000 in annual income, according to the complaint, the report
related.

The case is County of Cook v. HSBC North America Holdings Inc.,
14-cv-02031, U.S. District Court, Northern District of Illinois
(Chicago).


* Wall Street Banks Cut Out of Prized Commercial Mortgages
----------------------------------------------------------
Sarah Mulholland, writing for Bloomberg News, reported that
MetLife Inc. and Prudential Financial Inc. are cutting Wall
Street's middlemen out of the resurgent market for loans backed by
some of the nation's most-prized commercial properties.

According to the report, banks from Deutsche Bank AG to JPMorgan
Chase & Co. -- which originate loans and then sell them off as
securities -- risk losing out as rising borrowing costs prompt
them to charge more to make money. Insurers are offering cheaper
real-estate loans because they don't need to quickly sell the debt
at a profit, pushing Wall Street firms to lower their standards
just to get deals done.

As a result, sales of commercial-mortgage backed bonds are falling
short of predictions for the best year since 2007: Issuance
slumped to $14.6 billion from $20 billion in the same period last
year, according to data compiled by Bloomberg, the report related.
Bank of America Corp. cut its forecast last week for deals tied to
single loans, typically backed by the higher-quality properties
that insurers target, as sales plunged 66 percent from last year's
record $9.1 billion.

"The insurance companies are really plowing a lot of cash into
making these loans" and "can cherry pick the best assets that are
out there," Lea Overby, a debt analyst at Nomura Holdings Inc.
told Bloomberg in a telephone interview from her New York office.


* SEC Set to Alter Stance on Money Funds
----------------------------------------
Andrew Ackerman, writing for The Wall Street Journal, reported
that U.S. securities regulators, under pressure from the asset-
management industry, are preparing to exempt a majority of money-
market mutual funds from a central plank of rules intended to curb
risks in the $2.6 trillion market, according to people familiar
with the agency's discussions.

According to the report, citing these people, the Securities and
Exchange Commission, poised to implement structural changes to
money funds in coming months, is expected to broaden an exemption
for mom-and-pop retail investors from requirements that certain
money funds abandon their signature $1 share price and float in
value like other mutual funds.  Supporters of a floating share
price argue it would train investors to accept slight fluctuations
in the value of their shares and so not panic if they fall below
the $1 price.

The revised approach would mark a victory for mutual-fund
companies that have pressed the SEC to scale back provisions from
a June proposal, the report related.  It also would deal a blow to
other regulators, including 12 regional Federal Reserve Bank
presidents, who have argued for tougher rules requiring more
funds, including those catering to retail investors, to float
share prices.

The expected broadened exemption for retail investors is the
latest sign the SEC is primarily focused on preventing the kinds
of problems that occurred during the 2008 financial crisis, when
large institutions stampeded out of the funds, the report further
related.  Retail investors, who tend to react more slowly, left
money funds, too, but at a much slower pace before the government
backstopped the industry, halting the exodus.

Money funds invest in short-term debt instruments and are designed
to be safe and readily accessible to investors, the report said.
But the collapse of Lehman Brothers Holdings Inc. in September
2008 triggered losses in money-market fund Reserve Primary, which
held Lehman debt. When investors learned the fund had "broken the
buck" by falling under the $1-a-share value it sought to maintain,
institutional investors fled Reserve Primary and other funds. The
panic eased only after the Treasury Department and Federal Reserve
vowed to temporarily support the funds.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-     Total
                                  Total   Holders'   Working
                                 Assets     Equity   Capital
  Company          Ticker          ($MM)      ($MM)     ($MM)
  -------          ------        ------   --------   -------
ABSOLUTE SOFTWRE   OU1 GR         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   OU1 TH         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   ALSWF US       142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   ABT CN         142.1      (11.2)     (6.3)
ACHAOGEN INC       AKAO US         13.8       (0.0)      2.1
ADVANCED EMISSIO   OXQ1 GR        106.4      (46.1)    (15.3)
ADVANCED EMISSIO   ADES US        106.4      (46.1)    (15.3)
ADVENT SOFTWARE    AXQ GR         456.3     (111.8)   (106.0)
ADVENT SOFTWARE    ADVS US        456.3     (111.8)   (106.0)
AERIE PHARMACEUT   AERI US          7.2      (22.4)    (11.0)
AERIE PHARMACEUT   0P0 GR           7.2      (22.4)    (11.0)
AEROHIVE NETWORK   HIVE US         69.9       (3.3)     21.5
AEROHIVE NETWORK   2NW GR          69.9       (3.3)     21.5
AIR CANADA-CL A    AIDIF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL A    ADH TH       9,470.0   (1,397.0)     98.0
AIR CANADA-CL A    ADH GR       9,470.0   (1,397.0)     98.0
AIR CANADA-CL A    AC/A CN      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    ADH1 GR      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    AIDEF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    AC/B CN      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    ADH1 TH      9,470.0   (1,397.0)     98.0
ALIMERA SCIENCES   ALIM US         19.6       (4.9)     13.7
ALIMERA SCIENCES   ASZ GR          19.6       (4.9)     13.7
ALIMERA SCIENCES   ASZ TH          19.6       (4.9)     13.7
ALLIANCE HEALTHC   AIQ US         489.8     (136.6)     58.7
AMC NETWORKS-A     AMCX US      2,636.7     (571.3)    889.9
AMC NETWORKS-A     9AC GR       2,636.7     (571.3)    889.9
AMER RESTAUR-LP    ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE   A1G GR      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE   AAL US      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE   A1G TH      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE   AAL* MM     42,278.0   (2,731.0)    517.0
AMR CORP           ACP GR      42,278.0   (2,731.0)    517.0
AMYLIN PHARMACEU   AMLN US      1,998.7      (42.4)    263.0
AMYRIS INC         AMRS US        198.9     (135.8)     (0.4)
ANGIE'S LIST INC   ANGI US        105.6      (18.5)    (21.7)
ANGIE'S LIST INC   8AL GR         105.6      (18.5)    (21.7)
ARRAY BIOPHARMA    ARRY US        146.3       (5.4)     90.2
ATLATSA RESOURCE   ATL SJ         768.5      (14.1)     30.2
AUTOZONE INC       AZO US       7,262.9   (1,710.3)   (860.8)
AUTOZONE INC       AZ5 GR       7,262.9   (1,710.3)   (860.8)
AUTOZONE INC       AZ5 TH       7,262.9   (1,710.3)   (860.8)
BARRACUDA NETWOR   7BM GR         236.2      (90.1)    (66.5)
BARRACUDA NETWOR   CUDA US        236.2      (90.1)    (66.5)
BERRY PLASTICS G   BERY US      5,264.0     (183.0)    681.0
BERRY PLASTICS G   BP0 GR       5,264.0     (183.0)    681.0
BIOCRYST PHARM     BCRX US         48.9       (1.1)     26.9
BIOCRYST PHARM     BO1 TH          48.9       (1.1)     26.9
BIOCRYST PHARM     BO1 GR          48.9       (1.1)     26.9
BRP INC/CA-SUB V   B15A GR      1,875.1      (63.7)    116.5
BRP INC/CA-SUB V   BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V   DOO CN       1,875.1      (63.7)    116.5
BURLINGTON STORE   BUI GR       2,621.1     (150.5)    112.7
BURLINGTON STORE   BURL US      2,621.1     (150.5)    112.7
CABLEVISION SY-A   CVY GR       6,591.1   (5,274.3)    283.4
CABLEVISION SY-A   CVC US       6,591.1   (5,274.3)    283.4
CAESARS ENTERTAI   C08 GR      24,688.9   (1,903.8)  1,239.5
CAESARS ENTERTAI   CZR US      24,688.9   (1,903.8)  1,239.5
CANNAVEST CORP     CANV US         10.7       (0.2)     (1.3)
CANNAVEST CORP     0VE GR          10.7       (0.2)     (1.3)
CAPMARK FINANCIA   CPMK US     20,085.1     (933.1)      -
CC MEDIA-A         CCMO US     15,097.3   (8,696.6)    753.7
CELLADON CORP      72C GR          24.6      (44.3)     20.1
CELLADON CORP      CLDN US         24.6      (44.3)     20.1
CENTENNIAL COMM    CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC         CVO US       1,213.7     (497.0)    141.2
CHOICE HOTELS      CZH GR         539.9     (464.2)     84.3
CHOICE HOTELS      CHH US         539.9     (464.2)     84.3
CIENA CORP         CIEN US      1,800.6      (86.9)    800.8
CIENA CORP         CIE1 TH      1,800.6      (86.9)    800.8
CIENA CORP         CIE1 GR      1,800.6      (86.9)    800.8
CIENA CORP         CIEN TE      1,800.6      (86.9)    800.8
CINCINNATI BELL    CBB US       2,107.3     (676.7)     (3.2)
DIRECTV            DIG1 GR     21,905.0   (6,169.0)   (577.0)
DIRECTV            DTV CI      21,905.0   (6,169.0)   (577.0)
DIRECTV            DTV US      21,905.0   (6,169.0)   (577.0)
DOMINO'S PIZZA     EZV TH         525.3   (1,290.2)     96.9
DOMINO'S PIZZA     DPZ US         525.3   (1,290.2)     96.9
DOMINO'S PIZZA     EZV GR         525.3   (1,290.2)     96.9
DUN & BRADSTREET   DB5 GR       1,890.3   (1,042.3)    (29.9)
DUN & BRADSTREET   DNB US       1,890.3   (1,042.3)    (29.9)
DUN & BRADSTREET   DB5 TH       1,890.3   (1,042.3)    (29.9)
EASTMAN KODAK CO   KODN GR      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO   KODK US      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC    EDG US         883.8       (0.8)    409.2
EGALET CORP        EGLT US         14.4       (1.5)     (3.1)
ELEVEN BIOTHERAP   EBIO US          5.1       (6.1)     (2.9)
EMPIRE STATE -ES   ESBA US      1,122.2      (31.6)   (925.9)
EMPIRE STATE-S60   OGCP US      1,122.2      (31.6)   (925.9)
ENDURANCE INTERN   EI0 GR       1,519.2      (20.5)   (180.2)
ENDURANCE INTERN   EIGI US      1,519.2      (20.5)   (180.2)
FAIRPOINT COMMUN   FRP US       1,599.9     (309.2)     34.3
FATE THERAPEUTIC   FATE US         23.0       (9.9)      9.9
FERRELLGAS-LP      FGP US       1,620.8     (101.2)     20.0
FERRELLGAS-LP      FEG GR       1,620.8     (101.2)     20.0
FIVE9 INC          1F9 GR          56.3       (3.0)      1.1
FIVE9 INC          FIVN US         56.3       (3.0)      1.1
FREESCALE SEMICO   1FS GR       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO   1FS TH       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO   FSL US       3,047.0   (4,594.0)  1,133.0
GENTIVA HEALTH     GHT GR       1,262.6     (300.2)     94.3
GENTIVA HEALTH     GTIV US      1,262.6     (300.2)     94.3
GLG PARTNERS INC   GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS   GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C   BRSS US        592.5       (8.9)    307.1
GLOBAL BRASS & C   6GB GR         592.5       (8.9)    307.1
GRAHAM PACKAGING   GRM US       2,947.5     (520.8)    298.5
HALOZYME THERAPE   HALOZ GR       101.8      (20.0)     69.7
HALOZYME THERAPE   HALO US        101.8      (20.0)     69.7
HCA HOLDINGS INC   2BH TH      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC   HCA US      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC   2BH GR      28,831.0   (6,928.0)  2,342.0
HORIZON PHARMA I   HZNP US        252.6      (49.1)     67.5
HORIZON PHARMA I   HPM GR         252.6      (49.1)     67.5
HORIZON PHARMA I   HPM TH         252.6      (49.1)     67.5
HOVNANIAN ENT-A    HO3 GR       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-A    HOV US       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-B    HOVVB US     1,787.3     (456.1)  1,131.9
HOVNANIAN-A-WI     HOV-W US     1,787.3     (456.1)  1,131.9
HUGHES TELEMATIC   HUTCU US       110.2     (101.6)   (113.8)
HUGHES TELEMATIC   HUTC US        110.2     (101.6)   (113.8)
INCYTE CORP        INCY US        629.6     (193.1)    447.8
INCYTE CORP        ICY GR         629.6     (193.1)    447.8
INCYTE CORP        ICY TH         629.6     (193.1)    447.8
INFOR US INC       LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC           IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI   ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU   JE CN        1,543.7     (199.3)    (12.4)
JUST ENERGY GROU   1JE GR       1,543.7     (199.3)    (12.4)
JUST ENERGY GROU   JE US        1,543.7     (199.3)    (12.4)
KATE SPADE & CO    LIZ GR         977.5      (32.5)    206.5
KATE SPADE & CO    KATE US        977.5      (32.5)    206.5
L BRANDS INC       LB US        7,198.0     (369.0)  1,324.0
L BRANDS INC       LTD TH       7,198.0     (369.0)  1,324.0
L BRANDS INC       LTD GR       7,198.0     (369.0)  1,324.0
LDR HOLDING CORP   LDRH US         77.7       (7.2)     10.3
LEAP WIRELESS      LWI TH       4,662.9     (125.1)    346.9
LEAP WIRELESS      LWI GR       4,662.9     (125.1)    346.9
LEAP WIRELESS      LEAP US      4,662.9     (125.1)    346.9
LEE ENTERPRISES    LEE US         820.2     (157.4)      9.9
LORILLARD INC      LLV TH       3,536.0   (2,064.0)  1,085.0
LORILLARD INC      LLV GR       3,536.0   (2,064.0)  1,085.0
LORILLARD INC      LO US        3,536.0   (2,064.0)  1,085.0
MACROGENICS INC    M55 GR          42.0       (4.0)     11.7
MACROGENICS INC    MGNX US         42.0       (4.0)     11.7
MALIBU BOATS-A     MBUU US         57.2      (32.5)     (2.0)
MALIBU BOATS-A     M05 GR          57.2      (32.5)     (2.0)
MANNKIND CORP      MNKD US        258.6      (30.7)    (51.5)
MANNKIND CORP      NNF1 TH        258.6      (30.7)    (51.5)
MANNKIND CORP      NNF1 GR        258.6      (30.7)    (51.5)
MARRIOTT INTL-A    MAQ TH       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A    MAR US       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A    MAQ GR       6,794.0   (1,415.0)   (772.0)
MAUI LAND & PINE   MLP US          56.7      (36.0)    (54.8)
MDC PARTNERS-A     MDZ/A CN     1,425.2     (128.1)   (189.8)
MDC PARTNERS-A     MD7A GR      1,425.2     (128.1)   (189.8)
MDC PARTNERS-A     MDCA US      1,425.2     (128.1)   (189.8)
MERITOR INC        MTOR US      2,497.0     (808.0)    337.0
MERITOR INC        AID1 GR      2,497.0     (808.0)    337.0
MERRIMACK PHARMA   MP6 GR         192.4      (43.1)    108.9
MERRIMACK PHARMA   MACK US        192.4      (43.1)    108.9
MIRATI THERAPEUT   26M GR          18.5      (24.3)    (25.3)
MIRATI THERAPEUT   MRTX US         18.5      (24.3)    (25.3)
MONEYGRAM INTERN   MGI US       4,786.9      (77.0)     85.2
MORGANS HOTEL GR   MHGC US        572.8     (172.9)      6.5
MORGANS HOTEL GR   M1U GR         572.8     (172.9)      6.5
MOUNTAIN HIGH AC   MYHI US          0.0       (0.0)      0.0
MPG OFFICE TRUST   MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED   NCMI US      1,067.3     (146.1)    134.0
NATIONAL CINEMED   XWM GR       1,067.3     (146.1)    134.0
NAVISTAR INTL      IHR GR       7,654.0   (3,877.0)    645.0
NAVISTAR INTL      NAV US       7,654.0   (3,877.0)    645.0
NAVISTAR INTL      IHR TH       7,654.0   (3,877.0)    645.0
NEKTAR THERAPEUT   ITH GR         434.5      (89.9)    159.7
NEKTAR THERAPEUT   NKTR US        434.5      (89.9)    159.7
NEXSTAR BROADC-A   NXZ GR       1,163.7      (13.2)    117.2
NEXSTAR BROADC-A   NXST US      1,163.7      (13.2)    117.2
NORCRAFT COS INC   NCFT US        265.0       (6.1)     47.7
NORCRAFT COS INC   6NC GR         265.0       (6.1)     47.7
NORTHWEST BIO      NWBO US          7.6      (14.3)     (9.7)
NORTHWEST BIO      NBYA GR          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT   NYMX US          1.1       (5.9)     (2.3)
OCI PARTNERS LP    OP0 GR         460.3      (98.7)     79.8
OCI PARTNERS LP    OCIP US        460.3      (98.7)     79.8
OMEROS CORP        3O8 GR          16.5      (18.4)      2.9
OMEROS CORP        OMER US         16.5      (18.4)      2.9
OMTHERA PHARMACE   OMTH US         18.3       (8.5)    (12.0)
OPOWER INC         38O TH          63.1       (6.3)    (11.9)
OPOWER INC         38O GR          63.1       (6.3)    (11.9)
OPOWER INC         OPWR US         63.1       (6.3)    (11.9)
OVERSEAS SHIPHLD   OSGIQ US     3,644.5      (60.2)    439.5
PALM INC           PALM US      1,007.2       (6.2)    141.7
PHIBRO ANIMAL HE   PAO GR         480.8      (63.5)    179.9
PHIBRO ANIMAL HE   PAO EU         480.8      (63.5)    179.9
PHIBRO ANIMAL HE   PAHC LN        480.8      (63.5)    179.9
PHIBRO ANIMAL-A    PAHC US        480.8      (63.5)    179.9
PHILIP MORRIS IN   PM1CHF EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM US       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PMI SW      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   4I1 GR      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM FP       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   4I1 TH      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM1 TE      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM1EUR EU   38,168.0   (6,274.0)   (214.0)
PLAYBOY ENTERP-A   PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B   PLA US         165.8      (54.4)    (16.9)
PLUG POWER INC     PLUN TH         35.4      (15.5)     11.1
PLUG POWER INC     PLUG US         35.4      (15.5)     11.1
PLUG POWER INC     PLUN GR         35.4      (15.5)     11.1
PLY GEM HOLDINGS   PGEM US      1,042.3      (52.0)    175.8
PLY GEM HOLDINGS   PG6 GR       1,042.3      (52.0)    175.8
PROTALEX INC       PRTX US          1.2       (8.6)      0.6
PROTECTION ONE     PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU   QDZ GR         427.2      (56.3)     88.8
QUALITY DISTRIBU   QLTY US        427.2      (56.3)     88.8
QUINTILES TRANSN   QTS GR       3,066.8     (667.5)    463.4
QUINTILES TRANSN   Q US         3,066.8     (667.5)    463.4
RE/MAX HOLDINGS    2RM GR         252.0      (22.5)     39.1
RE/MAX HOLDINGS    RMAX US        252.0      (22.5)     39.1
REGAL ENTERTAI-A   RGC US       2,704.7     (715.3)    (41.3)
REGAL ENTERTAI-A   RETA GR      2,704.7     (715.3)    (41.3)
RENAISSANCE LEA    RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC       PRM US         208.0      (91.7)      3.6
RETROPHIN INC      RTRX US         21.4       (5.8)    (10.3)
RETROPHIN INC      17R GR          21.4       (5.8)    (10.3)
REVANCE THERAPEU   RTI GR          18.9      (23.7)    (28.6)
REVANCE THERAPEU   RVNC US         18.9      (23.7)    (28.6)
REVLON INC-A       RVL1 GR      2,123.9     (596.5)    246.4
REVLON INC-A       REV US       2,123.9     (596.5)    246.4
RITE AID CORP      RAD US       6,944.9   (2,113.7)  1,777.7
RITE AID CORP      RTA GR       6,944.9   (2,113.7)  1,777.7
RURAL/METRO CORP   RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL   SBH US       2,060.1     (291.2)    689.5
SALLY BEAUTY HOL   S7V GR       2,060.1     (291.2)    689.5
SILVER SPRING NE   SSNI US        516.4      (78.1)     95.5
SILVER SPRING NE   9SI GR         516.4      (78.1)     95.5
SILVER SPRING NE   9SI TH         516.4      (78.1)     95.5
SMART TECHNOL-A    2SA TH         374.2      (29.4)     71.6
SMART TECHNOL-A    SMT US         374.2      (29.4)     71.6
SMART TECHNOL-A    SMA CN         374.2      (29.4)     71.6
SUNESIS PHARMAC    RYIN GR         40.5       (6.2)      6.5
SUNESIS PHARMAC    SNSS US         40.5       (6.2)      6.5
SUNESIS PHARMAC    RYIN TH         40.5       (6.2)      6.5
SUNGAME CORP       SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC      SVU US       4,711.0     (983.0)    272.0
SUPERVALU INC      SJ1 GR       4,711.0     (983.0)    272.0
SUPERVALU INC      SVU* MM      4,711.0     (983.0)    272.0
SUPERVALU INC      SJ1 TH       4,711.0     (983.0)    272.0
TANDEM DIABETES    TNDM US         48.6       (2.8)     13.8
TANDEM DIABETES    TD5 GR          48.6       (2.8)     13.8
TAUBMAN CENTERS    TU8 GR       3,506.2     (215.7)      -
TAUBMAN CENTERS    TCO US       3,506.2     (215.7)      -
THRESHOLD PHARMA   THLD US        104.1      (23.5)     59.0
THRESHOLD PHARMA   NZW1 GR        104.1      (23.5)     59.0
TRANSDIGM GROUP    TDG US       6,292.5     (234.2)    882.4
TRANSDIGM GROUP    T7D GR       6,292.5     (234.2)    882.4
TRINET GROUP INC   TNET US      1,434.7     (270.4)     65.1
TRINET GROUP INC   TN3 GR       1,434.7     (270.4)     65.1
ULTRA PETROLEUM    UPM GR       2,785.3     (331.5)   (278.8)
ULTRA PETROLEUM    UPL US       2,785.3     (331.5)   (278.8)
UNISYS CORP        USY1 GR      2,510.0     (663.9)    516.0
UNISYS CORP        UISEUR EU    2,510.0     (663.9)    516.0
UNISYS CORP        USY1 TH      2,510.0     (663.9)    516.0
UNISYS CORP        UIS US       2,510.0     (663.9)    516.0
UNISYS CORP        UISCHF EU    2,510.0     (663.9)    516.0
UNISYS CORP        UIS1 SW      2,510.0     (663.9)    516.0
VARONIS SYSTEMS    VS2 GR          33.7       (1.5)      1.8
VARONIS SYSTEMS    VRNS US         33.7       (1.5)      1.8
VECTOR GROUP LTD   VGR GR       1,260.2      (21.6)    183.3
VECTOR GROUP LTD   VGR US       1,260.2      (21.6)    183.3
VENOCO INC         VQ US          695.2     (258.7)    (39.2)
VERISIGN INC       VRS TH       2,660.8     (423.6)   (226.0)
VERISIGN INC       VRSN US      2,660.8     (423.6)   (226.0)
VERISIGN INC       VRS GR       2,660.8     (423.6)   (226.0)
VINCE HOLDING CO   VNC GR         470.3     (181.2)   (158.1)
VINCE HOLDING CO   VNCE US        470.3     (181.2)   (158.1)
VIRGIN MOBILE-A    VM US          307.4     (244.2)   (138.3)
VISKASE COS I      VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS    WW6 TH       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS    WTW US       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS    WW6 GR       1,408.9   (1,474.6)    (30.1)
WEST CORP          WT2 GR       3,486.3     (740.2)    363.9
WEST CORP          WSTC US      3,486.3     (740.2)    363.9
WESTMORELAND COA   WLB US         939.8     (280.3)      4.1
WESTMORELAND COA   WME GR         939.8     (280.3)      4.1
XERIUM TECHNOLOG   XRM US         624.1      (11.4)    107.5
XOMA CORP          XOMA GR        134.8       (4.0)     97.4
XOMA CORP          XOMA US        134.8       (4.0)     97.4
YRC WORLDWIDE IN   YEL1 GR      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN   YRCW US      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN   YEL1 TH      2,064.9     (597.4)    213.3


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***