TCR_Public/140416.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 16, 2014, Vol. 18, No. 105

                            Headlines

ABERDEEN LAND: Exclusive Solicitation Period Extended to June 26
ABERDEEN LAND: Fletcher & Fischer Okayed as Special Counsel
AFA FOODS: Seeks $84M in Slew of Clawback Suits
ALLIED IRISH: Issues EUR500MM of 5-year Senior Unsecured Funding
ASBURY AUTOMOTIVE: S&P Revises Outlook to Pos. & Affirms 'BB' CCR

ASHLEY STEWART: Holdings Files Schedules of Assets and Debts
ASHLEY STEWART: NAS Files Schedules of Assets and Liabilities
AXION INTERNATIONAL: Revenues Grew to $6.6 Million in 2013
AXION INTERNATIONAL: Allen Kronstadt Hikes Equity Stake to 47%
BAY AREA FINANCIAL: Hires Lombardo & Safford as Special Counsel

BAY AREA FINANCIAL: Taps Hendricks Berkadia as Agent
BIOMET INC: S&P Retains 'B+' CCR on CreditWatch Positive
BROOKSTONE HOLDINGS: Blucora Plans All-Cash Offer
C&K MARKET: Can Employ Evans Elder as Real Estate Broker
C&K MARKET: Trucker Huss Okayed as Employee Benefits Counsel

CALDERA PHARMACEUTICALS: Timothy Tyson Named Non-Exec. Chairman
CASH STORE: CCAA Court Hears DIP Financing Request
CHINA NATURAL: Wants Plan Extension, Reports 4 Potential Buyers
COGECO CABLE: Fitch Affirms 'BB+' Sr. Unsecured Notes Rating
COLONIAL BANCGROUP: PwC Escapes Securities Fraud Claim

CUE & LOPEZ: Wants Court to Deny Oriental Bank's Bid for Examiner
D & L ENERGY: Files Additional Info to Support RLB Hiring
DETROIT, MI: Has Until July 2 to Decide on Police Station Leases
DETROIT, MI: Post-Ch. 9 City Will Still Be Under Watchful Eyes
DIAMOND WATERFALLS: Files Supporting Docs for LNBY Hiring

DOTS LLC: Otterbourg Approved as Creditors Committee's Counsel
DOTS LLC: Taps Pearson Simon to Handle Visa/MasterCard Litigation
DOTS LLC: PricewaterhouseCoopers Approved as Tax Advisor
EASTMAN KODAK: Baker Hughes Turns Ch. 11 Into $25,000 Test Case
FAIRMONT GENERAL: Ombudsman Can Tap Bowles Rice as Local Counsel

FILENE'S BASEMENT: Seeks Nod to Sell NJ Lease For $30M
FREEDOM INDUSTRIES: Chief Drops Pay, Insurance Requests
GARLOCK SEALING: Ruling Rocked the Asbestos World, Judge Told
GARLOCK SEALING: Judge Gives Aetna Access to Asbestos Claim Files
GARLOCK SEALING: Ford Can Ask District Court to Unseal Docs

GENERAL MOTORS: Reopened Bankruptcy Could Land in Uncharted Waters
GENERAL MOTORS: Panel Chair Questions Delay
GENERAL MOTORS: U.S. Firm Considered Opening Defect Probe in 2007
GENERAL MOTORS: Chief Can't Shake Recall Furor
GENON ENERGY: Moody's Lowers Corporate Family Rating to 'B3'

GFL ENVIRONMENTAL: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
GLOBAL GEOPHYSICAL: Alvarez & Marsal as Restructuring Advisor
GLOBAL GEOPHYSICAL: Hires Rothschild Inc as Financial Advisor
GLOBALSTAR INC: Common Stock to be Listed on NYSE
GREGORY WOOD: Chapter 11 Reorganization Case Dismissed

HEDWIN CORPORATION: Has Interim Authority to Tap DIP Loans
HEDWIN CORPORATION: Seeks to Sell Assets to Fujimori for $6.5MM
HEDWIN CORPORATION: Lists $18.2MM in Assets, $22.6MM in Debts
HEDWIN CORPORATION: Seeks to Employ Tydings & Rosenberg as Counsel
HOFFMASTER GROUP: S&P Assigns 'B' Rating to $265MM 1st Lien Loan

HOWREY LLP: Perkins Coie Latest Target of Trustee
HURLEY MEDICAL: Moody's Affirms 'Ba1' Rating; Outlook Negative
INDRA HOLDING: Moody's Assigns 'B2' CFR & Rates $245MM Loan 'B2'
INDYMAC BANCORP: 9th Circ. Cancels Oral Argument In D&O Saga
INSTITUTIONAL SHAREHOLDER: Moody's Assigns B3 Corp. Family Rating

INTERFAITH MEDICAL: Amends DIP Order to Increase Loan Amount
JEWISH COMMUNITY CENTER: Estate Fully Administered, Case Closed
LAFAYETTE YARD: Court Okays Waterford Settlement
LARSEN ROAD: Case Summary & 20 Largest Unsecured Creditors
LEO MOTORS: Asher Enterprises Reports 9.9% Equity Stake

LIGHTSQUARED INC: Lenders Protest Exclusion From Conference
LIGHTSQUARED INC: Falcone Touts Confidence In Firm's Post-Ch. 11
LIME ENERGY: John O'Rourke Quits as Director
M/A-COM TECHNOLOGY: Moody's Assigns 'Ba3' Corporate Family Rating
M/A-COM TECHNOLOGY: S&P Assigns Prelim. 'B+' CCR; Outlook Stable

MACH GEN: Milbank Tweed Approved as Bankruptcy Counsel
MACH GEN: Richards Layton Approved as Bankruptcy Co-Counsel
METRO FUEL: Global Settlement OK'd; May 6 Case Conversion Hearing
MF GLOBAL: Parent Sues PricewaterhouseCoopers for $1 Billion
MF GLOBAL: Plan Head Raps PwC With $1B Malpractice Suit

MINI MASTER: Can Hire Jose Andino as Debt Collection Counsel
MINI MASTER: May Hire Jesus Nieves as Auditor
MINI MASTER: Can Hire Alice Net Carlo as Special Counsel
MOMENTIVE PERFORMANCE: RSA Requires Plan Order in 4 Months
MOMENTIVE PERFORMANCE: Gets Court OK to Access $430-Mil. Financing

MOMENTIVE PERFORMANCE: Meeting to Form Creditors' Panel April 22
MONARCH COMMUNITY: Files Articles Supplement
MT. GOX: Japanese Bank Denies Aiding Alleged Fraud
NEPHROS INC: Joseph Jacobs, et al., Hold 67% Equity Stake
NEW CENTURY TRS: Augustin Claim Disallowed and Expunged

NTG CLARITY: Refiles 2012 MD&A & Q2 2013 Interim Report
NUVEEN INVESTMENTS: Moody's Puts 'B3' CFR on Review for Upgrade
NUVEEN INVESTMENTS: S&P Puts 'B-' ICR on CreditWatch Positive
PACIFIC STEEL: Creditors' Panel Hires Sheppard Mullin as Counsel
PACIFIC STEEL: Creditors' Panel Hires Arch & Beam as Advisors

PALM DRIVE HEALTH: California Hospital Files for Chapter 9
PARSLEY ENERGY: $150MM Add-on Notes No Impact Moody's Caa1 CFR
PARSLEY ENERGY: $150MM Add-on Notes No Impact Moody's Caa1 CFR
PARSLEY ENERGY: S&P Lowers Sr. Unsecured Notes Rating to 'CCC'
POLY PLANT PROJECT: Case Summary & 17 Largest Unsecured Creditors

REEVES DEV'T: Court Okays Interim Cash Collateral Use
RICE ENERGY: Moody's Assigns 'B2' CFR & Rates $750MM Notes 'B3'
S.E. SHIRES: Brass Instruments Files for Sale to Eastman
SAAB AUTOMOBILE: Trustee Claims Execs' Missteps Led to Bankruptcy
SCRUB ISLAND: Creditors' Committee Seeks Mediation of Disputes

SCRUB ISLAND: U.S. Trustee, Creditors Object to Plan Outline
SENTINEL MANAGEMENT: First Horizon Wins Round in Securities Row
SHELBOURNE NORTH WATER: "Huge interest" in Spire Deal in Chicago
SHOTWELL LANDFILL: Court Rejects LSCG's Deposition Bid
SHOTWELL LANDFILL: Double "J" Wants Claim Estimated at $500,000

SHOTWELL LANDFILL: LSCG Wants Landfill Valued at $15,232,435
SMITHFIELD FOODS: S&P Puts 'BB-' CCR on CreditWatch Positive
SSH HOLDINGS: Brookstone Plan No Impact on Moody's B2 Rating
STERLING INFOSYSTEMS: Moody's Rates New Sr. Secured Debt 'B2'
SUNLAND INC: Second Auction Brings $6-Mil. More for Peanut Plant

SW BOSTON: 1st Cir Says Prudential Entitled to 14.5% Default Rate
SWJ HOLDINGS: Bankruptcy Case Transferred to Connecticut
TELEXFREE LLC: Files After Brazil Litigation
TOLL ROAD: Fitch Affirms 'BB+' Revenue Bonds Ratings
TRIAD GUARANTY: Exclusivity Extension Sought

TRILOGY INTERNATIONAL: S&P Retains 'CCC' Rating After $80MM Add-On
UNITED AIRLINES: 2nd Circ. Remands DHL's Price-Fixing Suit
UNITEK GLOBAL: Moody's Affirms 'Caa2' CFR; Outlook Stable
UNIVERSAL HEALTH: May 1 Hearing on Sole Director Appointment
VERMONT LAW SCHOOL: Moody's Lowers $10.3MM Bonds to 'Ba1'

WEST CORP: Enters Into Agreement to Acquire SchoolMessenger
WILLBROS GROUP: S&P Revises Outlook to Positive & Affirms 'B-' CCR
XTREME POWER: Younicos Completes Strategic Acquisition of Assets
XTREME POWER: Horizon Technology Successfully Exits Investment
ZUERCHER TRUST: Hearing on Plan Outline Scheduled for May 8

ZUERCHER TRUST: Case Conversion Hearing Continued Until Sept. 25
ZUERCHER TRUST: Drops Bid to Terminate Chapter 11 Trustee

* Selling 'Out of Trust' Makes Debt Nondischargeable
* Recording Foreclosure Deed Not Required to Divest Ownership

* BofA, Ex-CEO Lewis Settle Crisis-Era Suits
* BofA Wins Recommendation for U.S. Mortgage Suit Dismissal
* Falcone Accused of Using Company Assets in Cash Crunch
* Haynes And Boone Ducks High Court Appeal Over $1.3M Fee
* High Court Won't Hear BofA's Ch. 7 Junior Lien Appeal

* SAC Urges Approval of U.S. Insider Trading Pact
* PBOC Official Blogs Skepticism About Bitcoin
* Solons Call on Automakers to Share More Info on Fatal Accidents

* Gavin/Solmonese's Weitz Among T&W People to Watch List for 2014


                             *********


ABERDEEN LAND: Exclusive Solicitation Period Extended to June 26
---------------------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida has extended, at the behest of Aberdeen Land
II, LLC, the exclusive period during which the Debtor may solicit
acceptances of the Chapter 11 Plan of Reorganization for an
additional 90 days, through and including June 26, 2014, from
March 28, 2014.

The Debtor anticipates that, with the requested extension of the
Solicitation Period, it will be able to finalize the documents to
implement the terms of the Settlement Term Sheet and move forward
towards the successful confirmation of the Plan as amended.

                      About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.

No creditors' committee was appointed in the case.


ABERDEEN LAND: Fletcher & Fischer Okayed as Special Counsel
-----------------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida has granted Aberdeen Land II, LLC, permission
to employ Leigh Kellett Fletcher and the law firm of Fletcher &
Fischer, P.L., as special counsel, nunc pro tunc to Jan. 1, 2014.

As reported by the Troubled Company Reporter on April 11, 2014,
Fletcher & Fischer will assist the Debtor in dealing with all
aspects of the Community Development District governing the
Aberdeen Development, as well as any and all issues related to the
special assessments levied on the Debtor's property by the CDD and
those certain bonds issued by the CDD to various bondholders.

                      About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.

No creditors' committee was appointed in the case.


AFA FOODS: Seeks $84M in Slew of Clawback Suits
-----------------------------------------------
Law360 reported that the estate of bankrupt AFA Foods Inc., the
meat processor driven into Chapter 11 amid controversy over its
"pink slime" filler, launched a host of avoidance actions in
Delaware bankruptcy court, seeking to claw back about $84 million
for the benefit of its creditors.

According to the report, AFA's estate filed a total of 125 suits
in Delaware bankruptcy court, aimed at recovering allegedly
preferential payments made to vendors and other parties during the
run-up to company's April 2012 bankruptcy.

                           About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Laura Davis Jones,
Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias
S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B.
Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia, represent the Debtors.  FTI Consulting Inc. serves as the
Debtors' financial advisors and Imperial Capital LLC serves as
marketing consultants.  Kurtzman Carson Consultants LLC serves as
noticing and claims agent.

As of Feb. 29, 2012, the Debtors' books and records on a
consolidated basis, reflected approximately $219 million in assets
and $197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Debtors' cases.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon
LLP serves as co-counsel.  The Committee also obtained approval to
retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July 2012.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


ALLIED IRISH: Issues EUR500MM of 5-year Senior Unsecured Funding
----------------------------------------------------------------
Allied Irish Banks, p.l.c., successfully completed the issue of a
EUR500 million fixed rate senior unsecured debt with a maturity of
five years and coupon of 2.75 percent.

The transaction was arranged by Bank of America Merrill Lynch,
Deutsche Bank, Goldman Sachs International, Morgan Stanley and
Nomura and attracted EUR2 billion of total demand from a diverse
range of international investors.  Final pricing was at 180bps
over mid swaps and the final order book at these pricing levels
was in excess of four times over-subscribed.

The deal attracted a very high quality mix of over 170 investors
and a total of 96 percent of the final allocations were made to
international investors.

Today's issuance reflects continued progress at AIB and
demonstrates its improving funding position, pricing and access to
capital markets.  The bank has successfully issued a range of
funding transactions since November 2012 including four covered
bond issuances, two senior unsecured issuances and a credit card
securitisation, totalling EUR3.5 billion, in line with its
strategy to engage with the markets in a measured and balanced
way.

                     About Allied Irish Banks

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

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

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

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

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

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

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


ASBURY AUTOMOTIVE: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Duluth, Georgia-based automotive retailer Asbury
Automotive Group Inc. to positive from stable.  At the same time,
S&P affirmed its ratings on the company, including the 'BB'
corporate credit rating.  The '6' recovery rating remains
unchanged, reflecting S&P's expectation for negligible recovery
(0%-10%) in the event of a payment default.

The rating on Asbury reflects S&P's "fair" business risk profile
and "significant" financial risk assessments on the company.
S&P's rating modifiers had no impact on the rating, based on its
criteria.  The "fair" business risk profile assessment reflects
S&P's view that Ashbury's resilient business model, with its
diverse revenue stream and variable cost structure, will support
continued good profitability during the next two years.  The high
gross profit margin revenue that its parts and service (P&S)
operations generate is relatively stable, compared with vehicle
sales which have volatile revenue and lower margins.  Therefore,
the P&S business should provide some revenue and margin stability
for Asbury if the U.S. economy weakens.

"The positive rating outlook on Asbury indicates a one-third or
better chance that we could raise the corporate credit rating in
the year ahead," said Standard & Poor's credit analyst Nancy
Messer.

To raise the rating, S&P would need to view Asbury's business
profile as "satisfactory," including the company's ability to
sustain profitability.  Specifically, S&P would need to believe
that the company can sustain EBITDA margins of 4.0% or better and
earn a return on invested capital of 12.5% or higher.  S&P would
also need to believe that the company will employ a "moderate"
financial policy that balances shareholder expectations for
revenue growth (and cash for share repurchases) with credit
quality that is consistent with a higher rating.

A revision of the company's business profile assessment to
"satisfactory" from "fair" could support an upgrade to a 'BB+'
corporate credit rating, even if S&P continues to view the
company's financial profile as "significant."  The company's
credit measures have been improving since 2009, and gross margin
has been stable.  For a 'BB+' corporate credit rating, Asbury
would need to maintain debt leverage of 4x or less and FFO to debt
of 20% or better.

S&P could revise the outlook to stable if it believes Asbury's
profitability will slip from the current level, reflecting an
unexpected negative trend in its business operations.  This could
occur if the U.S. economy falls into another recession, which
would decrease rather than expand (as we project) demand for
vehicles and service maintenance.  This could reduce Asbury's
gross margin to below S&P's expectation for 16% or better and
cause debt leverage to rise.

S&P could also lower the rating if it believes higher-than-
expected capital spending on dealer upgrades will hinder free cash
flow, if Asbury uses a significant amount of cash to fund a
dividend payout to shareholders or to repurchase its common
shares, or if the company adopts an aggressive acquisition policy.


ASHLEY STEWART: Holdings Files Schedules of Assets and Debts
------------------------------------------------------------
Ashley Stewart Holdings Inc. filed with the Bankruptcy Court for
the Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                   $20
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $33,659,505
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                            $20      $33,659,505

A copy of Holdings' Schedules of Assets and Liabilities is
available free at:

       http://bankrupt.com/misc/ASHLEYSTEWART_169_sal.pdf

                      About Ashley Stewart

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

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

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


ASHLEY STEWART: NAS Files Schedules of Assets and Liabilities
-------------------------------------------------------------
New Ashley Stewart, Inc., filed with the Bankruptcy Court for the
Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $44,186,218
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $33,659,505
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $13,266,994
                                 -----------      -----------
        TOTAL                    $44,186,218      $46,926,499

A copy of New Ashley Stewart, Inc.'s Schedules of Assets and
Liabilities is available free at:

      http://bankrupt.com/misc/ASHLEYSTEWART_170_sal.pdf

                      About Ashley Stewart

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

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

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


AXION INTERNATIONAL: Revenues Grew to $6.6 Million in 2013
----------------------------------------------------------
AXION International Holdings, Inc., reported financial results for
12 months ended Dec. 31, 2013.

Full-Year Highlights:

  * 2013 revenues increased 24 percent to $6.6 million, over the
    prior year period

  * Sold engineered products to 58 customers during the year,
    representing 40 new customers and 18 existing customers

  * Approximately $30 million in current sales opportunities for
    ECOTRAXTM and STRUXURETM, consisting of 57 active
    opportunities and 51 customers with the potential to close by
    the end of 2014

  * Executed bringing manufacturing in house, signed multi-year
    lease and now operating Waco, TX facility.  More than doubled
    manufacturing capacity through investments of approximately $2
    million in manufacturing equipment; strengthened internal
    operations through vertical integration and enabling reduction
    in supply chain costs

  * STRUXURE(R) Heavy Construction Mats have been installed at
    customers in Canada and the Northeastern U.S.

  * Announced first purchase order for ECOTRAXTM in Russia and
    received re-orders from many domestic transit lines and
    international customers

  * Reduced reliance on largest customer to 46 percent of total
    revenues in 2013 from 59 percent in 2012

Fourth Quarter Highlights:

  * Acquired assets of Ohio-based Y City Recycling. Launched
    subsidiary, AXION Recycled Plastics (ARPI)

  * ARPI signed a multi-million dollar, three-year contract to
    provide recycled materials to a major thermoplastics company

  * Received order for ECOTRAX(R) rail ties from major Australian
    rail line

  * Reduced reliance on largest customer to 48 percent of total
    revenues in the fourth quarter of 2013

  * Commissioned an extrusion line in Zanesville, OH to increase
    manufacturing capacity, bringing a total of 5 extrusion lines
    across 2 facilities

Steve Silverman, president and CEO of AXION said, "Overall 2013
was a period of change and progress.  We executed our plan to
bring manufacturing in house, while increasing our manufacturing
capacity.  We also made huge strides to become a vertically
integrated and diversified manufacturer with the acquisition of
assets of a re-processor of recycled plastic products.  This
transformation has enabled us to control quality, stabilize costs,
improve margins and increase revenues."

Silverman further commented, "Sales exceeded our expectations in
2013 and our margins increased due to a more normalized revenue
mix and less concentration of sales with our largest Class I rail
customer.  The launch of our heavy construction mat is on schedule
and we saw sales pick up in the 4th quarter with increased sales
activity as we head into the spring months.  Our existing
customers are acknowledging our infrastructure products' wide
ranging advantages and are recognizing our consistent quality and
seeing AXION as a world class manufacturer.  Our pipeline and
large international business development projects continue to grow
and are on schedule.  Strategically, we have taken a step to
become a vertically integrated supplier with a diversified
business that reduces overall supply chain costs in bringing our
recycled engineered products to market.  We have a high degree of
confidence that 2014 will provide even greater returns for our
shareholders," Silverman added.

                      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.


AXION INTERNATIONAL: Allen Kronstadt Hikes Equity Stake to 47%
--------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Allen Kronstadt disclosed that as of April 8,
2014, he beneficially owned 27,651,963 shares of common stock of
Axion International Holdings, Inc., representing 47 percent of the
shares outstanding.  Mr. Kronstadt previously reported beneficial
ownership of 15,839,389 common shares at Jan. 28, 2013.  A copy of
the regulatory filing is available for free at http://is.gd/0SjeT5

                      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.


BAY AREA FINANCIAL: Hires Lombardo & Safford as Special Counsel
---------------------------------------------------------------
Bay Area Financial Corporation seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Lombardo & Safford LLP as special counsel, nunc pro tunc to
Dec. 9, 2013.

The Debtor requires Lombardo & Safford to provide legal services
with respect to the collection of delinquent loans, any loan
transactions, foreclosures, and corporate documentation.  Lombardo
& Safford will provide those legal services reasonably required to
represent the Debtor's interests with respect to the foregoing
legal matters.  Counsel will also take reasonable steps to keep
the Debtor informed of the progress of the matter and to respond
to the Debtor's inquiries in a timely fashion.

Vincent J. Lombardo, Esq., a partner of Lombardo & Safford, who
will lead the engagement, bills $385 per hour.

Lombardo & Safford will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Lombardo & Safford has incurred $31,080 and costs of $0 post-
petition.  Lombardo & Safford requested that the application be
granted, nunc pro tunc, from Dec. 9, 2013 so that counsel can seek
approval of the fees and costs.

Mr. Lombardo 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.

Mr. Lombardo, in his individual capacity and not as a member of
Lombardo & Safford, is a creditor of the Debtor, holding a general
unsecured claim in the amount of $73,452.88 as a commercial
account note holder.

Lombardo & Safford can be reached at:

       Vincent J. Lombardo, Esq.
       LOMBARDO & SAFFORD LLP
       12400 Wilshire Blvd., Ste.350
       Los Angeles, CA 90025
       Tel: (310) 820-5966

                   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 FINANCIAL: Taps Hendricks Berkadia as Agent
----------------------------------------------------
Bay Area Financial Corporation asks for permission from the Hon.
Thomas B. Donovan of the U.S. Bankruptcy Court for the Central
District of California to employ Steffan Braunlich of Hendricks
Berkadia as agent.

Mr. Braunlich will list and sell the Debtor's property located at
625 West 8th Street, San Pedro, CA 90731.

The professional services to be rendered by Hendricks Berkadia
shall include, but not limited to:

   (a) ordering, analyzing and preparing the documentation
       necessary to place the subject Property in proper position
       to be listed and advertised for sale;

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

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

   (d) causing 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.

Hendricks Berkadia will be employed on a commission basis, with
commission noto to exceed 6% of the gross selling price of the
Property.  The period of employment is for six months.

Mr. Braunlich 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.

Hendricks Berkadia can be reached at:

       Steffan Braunlich
       HENDRICKS BERKADIA
       2321 Rosecrans Ave., Ste. 3235
       El Segundo, CA 90245
       Tel: (424) 239-5900
       Fax: (424) 239-5901

                   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.


BIOMET INC: S&P Retains 'B+' CCR on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Biomet
Inc., including the 'B+' corporate credit rating, remain on
CreditWatch with positive implications following the company's
S-1/A filing, which does not include sufficient information to
make a rating determination at this time.

"The ratings on the medical products manufacturer Biomet Inc.
reflect its "satisfactory" business risk profile and "highly
leveraged" financial risk profile.  Biomet's satisfactory business
risk profile reflects the relatively stable nature of its
industry, Biomet's relatively full orthopedic product offerings,
and favorable long-term volume trends," said credit analyst Cheryl
Richer.  "Currently, the company's highly leveraged financial risk
profile reflects stable debt leverage averaging 5.5x and funds
from operations (FFO) to debt between 8% and 9% over the past
several years."

S&P will resolve the CreditWatch listing when the IPO is executed
and it can quantifies the amount of proceeds being applied to debt
reduction.  S&P could raise the ratings one to two notches
depending on the degree of deleveraging and financial improvement.
If the company reduces debt such that debt to EBITDA is at the
upper range of S&P's "aggressive" financial risk profile, or
closer to 5x, an upgrade would likely be limited to one notch.  A
higher amount of debt reduction, such that leverage was lower
around 4.5x, S&P could consider a two notch upgrade.


BROOKSTONE HOLDINGS: Blucora Plans All-Cash Offer
-------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
the owner of the Spencer's retail chain may be facing some
competition in its bid for consumer electronics retailer
Brookstone Inc.

The Journal, citing people familiar with the matter, said the
company that owns e-commerce retailer Monoprice is preparing an
all-cash bid for Brookstone that would challenge Spencer Sprit
Holdings Inc.'s offer, which includes $120 million in cash and the
assumption of Brookstone debt, among other things.  Spencer
earlier offered to serve as the lead bidder at an auction for
Brookstone, which is preparing to file for bankruptcy protection
in the coming days.

According to the report, Monoprice's owner, Blucora Inc., would
merge the two retailers if its bid is successful, the people said.
Blucora bought Monoprice, an Internet seller of electronics
accessories, in 2013.

Brookstone has been in touch with possible buyers for weeks as it
battles disappointing sales, weak liquidity and a roughly $140
million debt load, the Journal said, citing people familiar with
the matter.  Spencer is expected to complete the paperwork to
serve as the so-called stalking horse bidder at Brookstone's
bankruptcy auction ahead of the Chapter 11 filing, a Brookstone
spokeswoman said.

As previously reported by The Troubled Company Reporter, any
potential bidder must submit a qualified bid prior to May 28,
2014.  Any competing bid must exceed the aggregate consideration
offered by SPB by at least $4.45 million.  If one or more
qualified bids have been submitted, the Debtors will conduct an
auction on June 2, at 10:00 a.m. (ET), at the offices of their
counsel, K&L Gates LLP, in Boston, Massachusetts.

                    About Brookstone Holdings

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

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

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

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

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

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

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


C&K MARKET: Can Employ Evans Elder as Real Estate Broker
--------------------------------------------------------
C&K Market, Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Oregon to employ Evans, Elder
& Brown, Inc. as real estate broker.

The Debtor desires to employ Broker to assist in selling the
Debtor's real property located at Map 21-35-16-31, tax lots 01700,
02000, and 03100, Lane County, Oregon, commonly known as 48083
Highway 58, Oakridge, OR 97463 (the "Property").

The Debtor seeks to compensate the Broker at a commission rate of
5% of the gross sale price of the Property, with the commission to
be paid directly out of the proceeds from the sale of the Property
without the need for a fee application.

Alan Evans, partner of Evans Elder, 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 C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


C&K MARKET: Trucker Huss Okayed as Employee Benefits Counsel
------------------------------------------------------------
C & K Market, Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Oregon to employ Trucker Huss
APC as special purpose counsel, nunc pro tunc to Nov. 19, 2013.

The Debtor desires to employ Trucker Huss as special purpose
counsel in this Chapter 11 case, pursuant to Section 327(e) of the
Code, to provide retirement plan, health and welfare plan, and
other employee benefits advice and consulting to the Debtor,
consistent with Trucker Huss' representation of the Debtor prior
to the filing of Debtor's Chapter 11 petition.

Trucker Huss served as the Debtor's health and welfare plan and
employee benefits counsel prepetition, and the Debtor desires that
Trucker Huss continue to provide such services post-petition.

Trucker Huss will be paid at these hourly rates:

       R. Bradford Huss           $675
       Nicholas J. White          $600
       Callan G. Carter           $575
       Jennifer D. Brooks         $525

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

From the Petition Date through Feb. 28, 2014, Trucker Huss
incurred post-petition fees for services performed for the Debtor
in the amount of $15,500.50.  The Debtor has not paid Trucker Huss
for any of these services.

R. Bradford Huss, director of Trucker Huss, 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 C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


CALDERA PHARMACEUTICALS: Timothy Tyson Named Non-Exec. Chairman
---------------------------------------------------------------
The Board of Directors of Caldera Pharmaceuticals, Inc., has
appointed Timothy Tyson to serve as the Company's independent,
non-executive Chairman.

Mr. Tyson has served on the Company's Board of Directors since
October 2013, and will continue to serve on the Compensation and
Nominations Committees.  For his services as independent, non-
executive Chairman of the Board, Mr. Tyson was issued options
exercisable for 132,000 shares of the Company's common stock and
will receive monthly compensation of $10,000.

                           About Caldera

Based in Cambridge, Massachusetts, Caldera Pharmaceuticals, Inc.,
is a drug discovery and pharmaceutical services company that is
based on a proprietary x-ray fluorescence technology, called
XRpro(R).

The Company's balance sheet at Sept. 30, 2013, showed
$2.14 million in total assets, $3.1 million in total liabilities,
and a stockholders' deficit of $1.09 million.

"[T]he Company incurred a net loss of $2,350,606 and $413,539
during the nine months ended September 30, 2013 and 2012,
respectively. As of September 30, 2013, the Company had an
accumulated deficit of $11,357,932. The Company had a working
capital deficiency of $1,500,503, including a non-cash derivative
liability of $1,475,975 as of September 30, 2013.  These operating
losses and working capital deficiency create an uncertainty about
the Company?s ability to continue as a going concern.  Although no
assurances can be given, management of the Company believes that
potential additional issuances of equity or other potential
financing will provide the necessary funding for the Company to
continue as a going concern.  The unaudited consolidated financial
statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.  The
Company is economically dependent upon future capital
contributions or financing to fund ongoing operations," the
Company said in its quarterly report for the period ended
Sept. 30, 2013.


CASH STORE: CCAA Court Hears DIP Financing Request
--------------------------------------------------
The Ontario Superior Court of Justice determined that Cash Store
Financial's request for approval of debtor-in-possession financing
will be considered at a hearing April 15 to afford the Court time
to consider competing DIP Financing Proposals.

The decision to commence CCAA proceedings was made after
extensively exploring alternatives following thorough consultation
with its legal and financial advisors.  The Company sought
protection to address near term liquidity issues, which were
caused in part by certain regulatory actions taken in Ontario that
impacted on the Company's primary product offering in that
jurisdiction.  In light of these and other matters, Cash Store
Financial's board of directors determined that a CCAA proceeding
is the most prudent and effective way to carry on business and
maximize value for the Company's stakeholders.

Cash Store is committed to completing the restructuring process
quickly and efficiently.  The Company remains open for business,
its branches continue to operate and daily lending is continuing.

Protection under the CCAA and the financing available under the
DIP financing agreement will provide Cash Store Financial with the
time and stability to attempt to restructure its affairs under the
CCAA.  The CCAA protections and the DIP financing agreement are
subject to approval by the Ontario Superior Court of Justice.

                    About Cash Store Financial

Headquartered in Edmonton, Alberta, The Cash Store Financial is
the only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF).  Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS).  Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans".  Cash Store Financial also operates
25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

Cash Store Financial employs approximately 1,900 associates.

Cash Store reported a net loss and comprehensive loss of C$35.53
million for the year ended Sept. 30, 2013, as compared with a net
loss and comprehensive loss of C$43.52 million for the year ended
Sept. 30, 2012.  As of Sept. 30, 2013, the Company had C$164.58
million in total assets, C$165.90 million in total liabilities and
a C$1.32 million shareholders' deficit.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believes that the registrar's
proposal could lead to similar actions in other territories.

As reported by the TCR on Feb. 21, 2014, Moody's Investors Service
downgraded the Corporate Family of Cash Store Financial Services
Inc to Ca from Caa2.  The downgrade reflects the increased
pressure on Cash Store's near-term liquidity position after the
company was forced to cease offering its Line of Credit product in
Ontario by its regulator, the Ministry of Consumer Services.


CHINA NATURAL: Wants Plan Extension, Reports 4 Potential Buyers
---------------------------------------------------------------
China Natural Gas Inc. filed with the U.S. Bankruptcy Court a
third motion to extend the exclusive period during which it can
file a plan and solicit acceptances thereof through and including
June 9, 2014 and August 9 2014, respectively.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that China Natural Gas, the operator of a pipeline in
China, said it has identified four potential investors or buyers.

According to the report, the statement was made in papers filed
seeking a third extension of its exclusive right to propose a
Chapter 11 plan.  In the prior request for longer exclusivity in
February, the company said there were three interested buyers.

All four signed confidentiality agreements, allowing them to
receive detailed financial information, the company said in its
court filing, the report related.

If the bankruptcy judge in New York agrees, the deadline for
filing a plan will be extended by two months to June 9, the report
further related.

                         About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.

The last regulatory filing listed assets as of June 30 of
$29.5 million and liabilities totaling $82.5 million.


COGECO CABLE: Fitch Affirms 'BB+' Sr. Unsecured Notes Rating
------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Cogeco Cable Inc. The
Rating Outlook is Stable. Fitch affirms the following:

Cogeco

-- Issuer Default Rating at 'BB+';
-- Senior secured notes at 'BBB-';
-- Senior unsecured notes at 'BB+'.

Key Rating Drivers

Fitch believes Cogeco's stable operating profile and the strength
of the Canadian cable segment that generates the majority of the
company's revenue and cash flow materially, benefits its credit
profile.  Cogeco's competitive position is anchored by its high-
speed internet and triple-play offering.  The cable systems are
clustered in less concentrated and generally less competitive
suburban regions as compared to large urban areas.

Cogeco's goal of diversifying its revenue base through its past
acquisitions is a result of maturing Canadian cable services,
Canadian consolidation that is essentially complete, and the
competitive intensity that has lowered growth prospects.  Canadian
cable growth slowed to approximately 2% for the past 12 months.
Consequently, Cogeco now generates 35% of its revenues and
approximately 30% of its EBITDA through its faster growing
Enterprise Services and American Cable segments.  Cogeco's
enterprise services segment will require higher capital intensity
rates and additional working capital to support ongoing operations
and expansion for the next several years.

Competition in Canada will continue to increase over time due to
wireless substitution and additional IPTV footprint expansion of
fiber-to-the-node overbuilds in a growing portion of Cogeco's
regions.  This has pressured primary service unit additions which
have been decreasing due to factors mentioned above along with
economic uncertainty and the past tightening of credit controls.
Cogeco is in the process of upgrading technology to support an
evolved video distribution platform to improve its competitive
offering compared to the enhanced capabilities demonstrated by the
telco's IPTV video service.  However, the testing and expected
deployment of this new IP evolved video distribution platform is
taking much longer than initially anticipated due to the technical
challenges of implementing new technologies.  Thus, Cogeco remains
at a slight disadvantage competitively with its video offering.

Cogeco expects to mitigate at least a portion of its consumer
Canadian cable revenue pressure through rate increases and SMB
primary service unit additions by offering high-speed internet and
telephony services, which could become an increasingly important
offset.  Cogeco Data Services targeting medium to large businesses
in the enterprise services segment provides a growing diversified
revenue stream with good growth prospects and margins.  Cogeco has
accelerated capital spending associated with its Barrie data
center due to higher than anticipated demand thus delaying the
break-even point between EBITDA and capital spending until fiscal
year 2015.

The PEER 1 Network Enterprises Inc. (PEER 1) business generates a
substantial portion of its revenues outside of Canada thus
providing additional diversification as Cogeco pursues investment
opportunities outside of their traditional cable footprint.
Execution risk is reducing as PEER 1's core business sustains
double-digit growth focusing on complex, higher-priced managed
services and web hosting solutions that require a greater level of
service and support.  As such, these higher priced services
targeting small and medium sized businesses differentiates the
company from the highly competitive areas within the U.S data
center segment that have experienced greater pricing pressure.
Cogeco has indicated pricing is generally stable to increasing for
the majority of its more than 13,000 customers.

Credit Metrics Improving

Cogeco's credit metrics are improving following the acquisitions
as total leverage (total debt to operating EBITDA) was 3.4x at the
end of the second quarter of fiscal 2014 or 3.3x excluding
Atlantic Broadband's operations.  Fitch expects Cogeco should
achieve its target of reducing leverage to 3x before the end of
fiscal year 2015.

Liquidity Appropriate

Cogeco's main sources of liquidity are through its credit
facilities, cash position and free cash flow (FCF).  As of Feb.
28, 2014, Cogeco and ABB had approximately CAD229 million and
USD80 million available under their bank credit facilities of
CAD800 million and USD100 million, respectively.  The bank credit
facilities mature in January 2019 and November 2017 respectively.
Cash was CAD55 million on a consolidated basis.  Fitch expects
Cogeco will increase available liquidity and reduce leverage by
using FCF to pay down bank credit facilities through fiscal year
2015. Cogeco's FCF guidance for FY2014, after dividend payments,
is approximately CAD180 million.  Cogeco increased its dividend by
15% for fiscal year 2014 to CAD1.20 per share. Going forward,
Fitch anticipates Cogeco could increase its dividend at similar
rates absent a leveraging transaction or a change in earnings
growth expectations.  Cogeco's next significant maturity of US190
million is not due until October 2015.

Rating Sensitivities

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

-- A large transaction that increases consolidated leverage to in
    excess of 3.5x range for an extended period of time;

-- Greater than expected IPTV competition in Cogeco Cable
    territory that adversely affects operating trends and cash
    flow growth;

-- A change in financial policy resulting in higher leverage due
    to increased dividends or aggressive share repurchases;

-- Negative operating trends in the Atlantic Broadband operations
    that requires Cogeco Cable to infuse additional funding;

-- Reduced consolidated free cash flow prospects as a result of
    competitive factors.

Positive: At this time Fitch does not anticipate a positive rating
action. Future developments that may, individually or
collectively, lead to positive rating include:

  -- A change in financial policy and long-term commitment to
     maintain leverage at mid 2x range or below;

  -- Stable and/or growing operating trends across its three
     business segments;

  -- Increased operational diversification;

  -- Pre-dividend FCF to sales of greater than 10%.


COLONIAL BANCGROUP: PwC Escapes Securities Fraud Claim
------------------------------------------------------
Law360 reported that an Alabama federal judge threw out a putative
class of Colonial BancGroup Inc. shareholders' securities fraud
claim against PricewaterhouseCoopers LLP alleging the professional
services firm played a role in the massive fraud that brought down
Colonial Bank and drove its holding company parent to bankruptcy.

According to the report, U.S. District Judge R. David Proctor
wrote that the investors hadn?t adequately alleged that PwC had
caused any economic losses, had any knowledge of wrongdoing or
made any material misstatements in connection with audit reports
it issued.

The case is In re COLONIAL BANCGROUP, INC. SECURITIES LITIGATION,
Case No. 2:09-cv-00104 (M.D. Ala.).

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A., its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


CUE & LOPEZ: Wants Court to Deny Oriental Bank's Bid for Examiner
-----------------------------------------------------------------
Construction Inc. and Cue & Lopez Contractors Inc. ask the U.S.
Bankruptcy Court for the District of Puerto Rico to deny Oriental
Bank's motion for the appointment of an examiner to investigate
the Debtors regarding: (a) transactions with insiders; (b)
postpetition payments to suppliers that hold prepetition claims;
and (c) amounts held by third parties for work completed.

The Debtors claim in their March 19, 2014 court filing that "the
jurisdictional basis motion is ill founded as there is no such
thing as 28 U.S.C. Section 1104, and neither 11 U.S.C. Section
105, or Bankruptcy Rules 9013 and 9014 go to this Court's
jurisdiction."  According to the Debtors, their fixed, liquidated,
unsecured debts, other than debts for goods, services, or
unsecured taxes, or owing to insiders amount to $2,792,643.47 as
of the filing date, thus, the appointment of an examiner in the
instant case doesn't fall within the scope of Section 1104(c)(2).

The Debtors state in their filing that an examiner entails
additional expenses, which can be burdensome to the estate, as the
appointment warrants compensation, as will any professionals that
the examiner is authorized to retain and can cause potential delay
in the Chapter 11 process.  The Debtors claim that Oriental Bank
has not alleged the existence of a fundamental reason in support
of its request, that the protection afforded by the appointment is
needed, that the cost and expense thereof would not be
disproportionately higher than the value of the protection and
that the appointment of an examiner would be beneficial to the
various constituencies.

The Debtors add that mere allegations of fraud, among other
things, specially without any evidence whatsoever as the case of
Oriental Bank's motion, are insufficient to justify the
appointment of an examiner under Section 1104(c).

                         About Cue & Lopez

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

Cue & Lopez Contractors, Inc., filed a separate Chapter 11
petition (Case No. 13-08299) on the same date.

The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.

Cue & Lopez Construction scheduled $13,334,151 in total assets and
$17,520,089 in total liabilities.  The Chapter 11 petitions were
signed by Frank F. Cue Garcia, president.


D & L ENERGY: Files Additional Info to Support RLB Hiring
---------------------------------------------------------
D & L Energy, Inc. filed documents to supplement its request for
authority to employ Roderick Linton Belfance, LLP as general
counsel.

The information disclosed in the original application to employ
Roderick Linton Belfance, LLP is accurate with the inclusion of
the following additional information: prior to the date of the
filing of the application, attorney Christopher Esker of Roderick
Linton Belfance, LLP represented Dr. Oscar Sterle, a current
creditor of the Debtor.  The scope of attorney Esker's past and
potential future representation of Dr. Sterle was and is in no
relation to the D&L bankruptcy matter now currently pending.

D&L Energy and Dr. Sterle have jointly executed a waiver of
potential conflict of interest whereby they have both acknowledge
that there are certain oil and gas leases entered into by and
between D&L Energy, Inc. and Dr. Sterle which is the subject of
litigation.

Dr. Sterle is the named plaintiff and D&L is/was named a defendant
in the Trumbull County Litigation.  Dr. Sterle is and has been
separately represented in the Trumbull County Litigation by
separate counsel not affiliated with Roderick Linton Belfance, LLP
and has not been represented by any Roderick Linton Belfanc, LLP
attorney/professional in the Trumbull County Litigation.

                         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.


DETROIT, MI: Has Until July 2 to Decide on Police Station Leases
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, extended through and including July 2, 2014,
the City of Detroit's time to elect to assume or reject real
property leases for the City's police stations and offices for the
City's Water and Sewer Department and Department of Elections.

The City said that prior to making the decision to assume or
reject the leases it must carefully analyze, among other things,
(a) the availability of potential new locations for the relevant
City operations, (b) the logistics and costs of relocation, and
(c) the possible "move-out" dates for the affected City
departments.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Post-Ch. 9 City Will Still Be Under Watchful Eyes
--------------------------------------------------------------
Tom Walsh, writing for The Detroit Free Press, reported that
slogging through the biggest Chapter 9 municipal bankruptcy in
U.S. history is bad enough, but what Detroit really wants to avoid
is becoming what some wags cheekily call a Chapter 18 -- a double-
dipper, a repeat offender, emerging from Chapter 9 only to
collapse back into insolvency a few years later.

According to the report, preventing this outcome will be a major
priority of Judge Steven Rhodes and emergency manager Kevyn Orr as
they push Detroit's bankruptcy toward conclusion this summer.
Whatever they propose about Detroit's future governance -- how
much control to return to elected leaders, and how quickly -- will
surely spark contentious debate, the report said.

Mayor Mike Duggan and Detroit City Council members will want
authority, right away, to do what they were elected to do, the
report said.  Bankers and municipal bond issuers, though, will
want strong outside oversight in place to prevent a return to bad
habits and another fiscal debacle. Ditto for the governor and
state Legislature, presumably.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DIAMOND WATERFALLS: Files Supporting Docs for LNBY Hiring
---------------------------------------------------------
Coastline Investments LLC and Diamond Waterfalls LLC filed a
supplemental application to employ Levene, Neale, Bender, Yoo &
Brill LLP as general bankruptcy counsel.

Due to lack of funds, the Debtors were unable to fund LNBYB's
retainer.  Subsequently, ACE Management Services Corporation
agreed to fund such retainer.  Ace was the management company of
the Debtors.

Prior to the bankruptcy filing, Ace funded $50,000 of the retainer
amount, plus filing fee.  The funding of the retainer by Ace is
not subject to repayment by any of the Debtors and is deemed a
gift to the Debtors.

The U.S. Trustee inquired as to the connection between Ace and the
Debtors.  As disclosed in the Debtors' statement of financial
affairs, Shih-Chung Liu is the 100% member of each of the Debtors,
having acquired such interest from Lucy Gao in 2013.  Ace in turn
is owed by Helena Cosman.

Ms. Cosman is not an officer, director or member of any of the
Debtors.  Shih-Chung Liu is an owner, officer or director of Ace.
There are no financial agreements or arrangements for repayment of
the retainer as between the Debtors, on one hand, and Ms. Cosman
or Ace, on the other hand.

Coastline Investments, doing business as Hilltop Suites Hotel, and
Diamond Waterfalls LLC, doing business as Diamond Bar Inn &
Suites, filed bare-bones Chapter 11 bankruptcy petitions (Bankr.
C.D. Cal. Case No. 14-13028 and 14-13030) in Los Angeles on
Feb. 18.  The Pomona, California-based Debtors each estimated at
least $10 million in assets and $1 million to $10 million in
liabilities.  Shih-Chung Liu, who has a 100 percent membership in
the companies, signed the bankruptcy petitions.  The Debtors are
represented by attorneys at Levene Neale Bender Rankin & Brill
LLP, in Los Angeles.  The Hon. Richard M Neiter oversees the case.


DOTS LLC: Otterbourg Approved as Creditors Committee's Counsel
--------------------------------------------------------------
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 to retain Otterbourg P.C. as its
counsel effective Feb. 6, 2014.

As reported in the Troubled Company Reporter on April 8, 2014,
Otterbourg will, among other things:

   (a) assist and advise the Committee in its consultation with
       the Debtors relative to the administration of these cases;

   (b) attend meetings and negotiate with the representatives of
       the Debtors and other parties in interest; and

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs.

Otterbourg will be paid at these hourly rates:

       Partner/Counsel             $595 - $940
       Associate                   $275 - $645
       Paralegal                   $250 - $260

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

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

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  Otterbourg said it intends to make a reasonable
effort to comply with the United States Trustee's requests for
information and additional disclosures as set forth in the New UST
Guidelines both in connection with this application and the
interim and final fee applications to be filed by Otterbourg in
the Chapter 11 Cases.  Otterbourg also intends to work
cooperatively with the United States Trustee Program to address
the concerns that prompted the adoption of the New UST Guidelines.

                         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: Taps Pearson Simon to Handle Visa/MasterCard Litigation
-----------------------------------------------------------------
Dots, LLC, et al., ask the U.S. Bankruptcy Court for the District
of New Jersey to employ Pearson, Simon & Warshaw, LLP as special
litigation counsel effective as of March 13, 2014.

PSW will represent the Debtors in connection with the Visa/
MasterCard Litigation pending in the District Court for the
Eastern District of New York.

The Debtors relate that they have potential antitrust claims
against credit card companies including, but not limited to, VISA
USA, Inc., MasterCard Incorporated, and their affiliates in In
Re Payment Card Interchange Fee and Merchant Discount Antitrust
Litigation, Master File No. 1720 (the Visa/MasterCard Litigation).
The Debtors opted out of the class in the Visa/
MasterCard Litigation in May 2013.

PSW will be compensated on a 20% contingency fee of any recovery
and costs and expenses capped at $20,000.

To the best of the Debtors' knowledge, PSW does not represent or
hold any interest adverse to the Debtors or their estates with
respect to the matters on which PSW is to be employed.

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  PSW said it intends to make a reasonable effort to
comply with the United States Trustee's requests for information
and additional disclosures as set forth in the New UST Guidelines
both in connection with this application and the interim and final
fee applications to be filed by PSW in the Chapter 11 cases.  PSW
also intends to work cooperatively with the United States Trustee
Program to address the concerns that prompted the adoption of the
New UST Guidelines.

                         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.

Kenneth A. Rosen, Esq., at 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: PricewaterhouseCoopers Approved as Tax Advisor
--------------------------------------------------------
Judge Donald H. Steckroth has issued a second amended order
authorizing Dots, LLC, et al., to employ PricewaterhouseCoopers
LLP as tax advisor, in addition to financial advisor and
investment banker effective as of Feb. 24, 2014.

The Court on Feb. 4 first entered an order granting the Debtors'
application to employ PwC.  On Feb. 20, the Court issued a first
amended order authorizing PwC's employment.

PwC is expected to provide tax advisory services, including the
preparation of the Debtors' 2013 tax returns and provision of tax
compliance, planning, and consulting services for fiscal year
2014.

Perry Mandarino, a partner with PwC, told the Court that fees for
the 2013 Tax Compliance Services are $18,500.  Fees pertaining to
2014 Tax Compliance Services and Recurring Tax Consulting Services
will be billed by PwC on an hourly basis, with individual hourly
rates varying according to the experience and skill required.

The Debtors will also reimburse PwC for reasonable out-of-pocket
expenses it incurs in connection with its services under the
Supplemental PwC Agreement, including travel related costs.

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

The Court also ordered that all other provisions of the amended
order will remain in effect.

In a separate order, the Court authorized the Debtors to reject an
employment and noncompete agreement with Liza Rhodes, nunc pro
tunc to Feb. 7, 2014.

                         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.


EASTMAN KODAK: Baker Hughes Turns Ch. 11 Into $25,000 Test Case
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Baker Hughes Inc., the oilfield services provider, is
using a $25,000 dispute with Eastman Kodak Co. to establish a
precedent that bankruptcy judges are barred by the U.S.
Constitution from handling preference and fraudulent-transfer
cases, the most common types of lawsuits used to collect
additional assets for creditors.

According to the report, Houston-based Baker Hughes was sued by
the creditors' representative for about $25,000, representing
payments received from Kodak within 90 days of bankruptcy. The
creditors contended the payments were both preferences and so-
called constructive fraudulent transfers.

In papers filed in court, Baker Hughes relied on a loophole in
bankruptcy law created when the U.S. Supreme Court decided Stern
v. Marshall in 2011, ruling that bankruptcy courts don't have the
constitutional power to make final rulings in fraudulent-transfer
suits against a creditor who didn't file a claim in bankruptcy,
the report related.

In the Baker Hughes case, Kodak said the payments were recoverable
preferences because they were in satisfaction of overdue debt, the
report further related. Kodak also said the payments were
fraudulent transfers because Baker Hughes gave no new value in
return.

Baker Hughes said that because it filed no claims against Kodak,
it didn't consent to being sued in bankruptcy court, the report
added.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


FAIRMONT GENERAL: Ombudsman Can Tap Bowles Rice as Local Counsel
----------------------------------------------------------------
Suzanne Koenig, the patient care ombudsman appointed in the
Chapter 11 cases of Fairmont General Hospital, Inc., et al.,
sought and obtained permission from the Bankruptcy Court to employ
the law firm of Bowles Rice LLP, as its local, West Virginia
counsel, nunc pro tunc as of Dec. 2, 2013.

Bowles Rice will render services to the ombudsman, including:

   a) to the extent that an appearance of local counsel is
      required, representing the ombudsman in any proceeding
      or hearing in the Bankruptcy Court, and in any action in
      other courts where the rights of the patients may be
      litigated or affected as a result of the cases;

   b) advising the ombudsman and her lead counsel, Greenberg
      Traurig, concerning local practice and procedure in the
      Bankruptcy Court and in any action in other courts where
      the rights of the patients may be litigated or affected
      as a result of the cases; and

   c) advising the ombudsman and her lead counsel, Greenberg
      Traurig, concerning the requirements of the Office of the
      Assistant United States Trustee for West Virginia relating
      to the discharge of her duties under Section 333 of the
      Bankruptcy Code.

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

Bowles Rice has advised the ombudsman that the primary
professionals who will likely provide services to the ombudsman
and Greenberg Traurig throughout the course of the cases, and
their respective usual and customary hourly rates are:

     Professional                           Rate Per Hour
     ------------                           -------------
Richard M. Francis, partner                     $350
Julia A. Chincheck, partner                     $350
Daniel J. Cohn, associate                       $175
Annette W. Jones, legal assistant                $95

Bowles Rice has agreed to discount all of its professional fees in
thee cases by 15 percent, yielding the following hourly rates to
be used to calculate professional fees in the cases; (i) Mr.
Francis -- $297; (ii) Ms. Chincheck -- $297; (iii) Mr. Cohn --
$148; and (iv) Ms. Jones -- $80.

             About Fairmont General Hospital Inc.

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

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

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

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

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

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

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


FILENE'S BASEMENT: Seeks Nod to Sell NJ Lease For $30M
------------------------------------------------------
Law360 reported that former clothing retailer Syms Corp.,
reorganized in Chapter 11 as a real estate holding company, asked
a Delaware bankruptcy judge to bless a $30.2 million deal for the
lease of a New Jersey property, a sale opposed by the property's
landlord.

According to the report, now known as Trinity Place Holdings Inc.,
Syms seeks approval to sell the unexpired lease at its former
Secaucus location to ASG Equities Secaucus LLC, but the property's
landlord -- Hartz Mountain Industries Inc. and 99 Hudson TIC II
LLC -- said the court shouldn't approve the sale.

                     About Filene's Basement

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

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

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

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

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

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

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

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

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

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

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

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


FREEDOM INDUSTRIES: Chief Drops Pay, Insurance Requests
-------------------------------------------------------
Jonathan Matisse, writing for Insurance Journal, reported that the
president of Freedom Industries "bears no fault" for a West
Virginia chemical spill that spurred a water-use ban for up to 10
days for 300,000 people, his lawyer said in a court filing.

According to the Insurance Journal, Freedom President Gary
Southern withdrew his application to get paid for work he already
did during the company's bankruptcy proceedings. He also wanted
Freedom and its insurance to cover his legal fees related to the
Jan. 9 spill.

While withdrawing the motions, Southern's attorney Steven Thomas
wrote that the executive still didn't think either request was
improper, the Insurance Journal said.

"Mr. Southern is withdrawing the Application to try to end the
unfounded allegations and ceaseless vilification of him for an
incident that occurred a mere 6 working days after he became the
President of the Debtor, for which he bears no fault," Thomas
wrote, the Insurance Journal related.

Peg Brickley, writing for Daily Bankruptcy Review, reported that
creditors of Freedom Industries say they don't want to pay its
president or his lawyers while the disaster is under
investigation.  Those seeking payment from Freedom Industries, the
defunct supplier of industrial chemicals whose tank farm leaked
into the state's water supply, say in bankruptcy-court papers that
they don't know whether President Gary Southern has been looking
out for the company or protecting himself in the weeks since the
Jan. 9 spill, the report related.


                    About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014.  The case is assigned to Judge Ronald G. Pearson.  The
petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, the Bankruptcy Court approved the hiring of Mark
Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


GARLOCK SEALING: Ruling Rocked the Asbestos World, Judge Told
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer for Legal Newsline, a publication of the
U.S. Chamber of Commerce, told the bankruptcy judge at a hearing
that his opinion in the bankruptcy of Garlock Sealing Technologies
LLC "rocked the world of asbestos litigation."

According to the report, U.S. Bankruptcy Judge George R. Hodges
from Charlotte, North Carolina ruled in January that the
"impropriety of some law firms" representing asbestos personal-
injury plaintiffs led to "unfairly inflating recoveries against"
Garlock, a unit of EnPro Industries Inc.

The bottom line in Judge Hodges's opinion was a conclusion that
$125 million was the "reasonable and reliable" estimate of present
and future liability for mesothelioma claims, the report related.
The asbestos claimants sought almost $1.3 billion.

The January ruling prompted Legal Newsline to file papers asking
Judge Hodges to unseal evidence and parts of the trial transcript
that were sealed, the report further related.  In court on March
27, Legal Newsline's lawyer Steven F. Pflaum said it's important
for the public to see the evidence underlying the ruling because
Judge Hodges decided that "Garlock was victimized by a startling
pattern of misrepresentations and by the suppression of evidence."

Volkswagen Group of America Inc.'s lawyer Alice S. Johnston told
Judge Hodges that his opinion "made clear the possibility that
there was fraud not only against Garlock in the past, but against
our client Volkswagen," the report added.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GARLOCK SEALING: Judge Gives Aetna Access to Asbestos Claim Files
-----------------------------------------------------------------
Daniel Fisher, writing for Forbes, reported that Aetna won a
judicial ruling giving it access to filings made by asbestos
claimants in the bankruptcy of gasket maker Garlock Sealing
Technologies, opening a new front in the battle between plaintiff
lawyers and companies that accuse them of double-dipping and
fraud.

According to the report, in a hearing on March 27, U.S. Bankruptcy
Judge George R. Hodges granted the motion of Aetna to examine so-
called Rule 2019 statements lawyers have filed in the Garlock
bankruptcy. The statements, named after a provision of the federal
bankruptcy code, require lawyers to identify clients with claims
against the bankrupt company as well as the nature of those
claims. Aetna is one of several insurers seeking asbestos claims
information to try and recover medical expenses from customers who
have been paid for the same costs through litigation.

Judge Hodges denied similar requests from Ford, Volkswagen, and
other companies that are seeking access to other sealed documents
from a trial over Garlock's asbestos liabilities, the report said.
The judge deferred that request, saying it is already being
considered by a federal court weighing an appeal by Legal
Newsline, a publication funded by the U.S. Chamber Institute for
Legal Reform.

"Get all of these things done at once," Judge Hodges said, Forbes
cited a report in Legal NewsLine. "I don't know about y'all, but I
would find that helpful."

The companies want access to Rule 2019 filings and evidence from
the estimation proceedings to bolster their own defenses against
asbestos claims, Forbes said.  Garlock has sued several law firms
for fraud, accusing them of deliberately withholding evidence that
their clients had been exposed to other sources of asbestos in
order to win larger settlements from Garlock.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GARLOCK SEALING: Ford Can Ask District Court to Unseal Docs
-----------------------------------------------------------
Law360 reported that a North Carolina bankruptcy judge said that
Ford Motor Co. can ask a federal district court to decide whether
to grant its bid to access sealed evidence that allowed Garlock
Sealing Technologies LLC to expose dubious tactics by plaintiffs'
attorneys that inflated past asbestos injury settlements.

According to the report, U.S. Bankruptcy Judge George Hodges, who
in January relied on that evidence to slash Garlock's estimated
liability from $1.25 billion to $125 million, said at a hearing
that Ford can ask a federal district court to decide on its
request.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GENERAL MOTORS: Reopened Bankruptcy Could Land in Uncharted Waters
------------------------------------------------------------------
Law360, citing experts, reported that the federal investigation
and class actions surrounding the question of whether General
Motors hid a critical product defect during its Chapter 11
proceedings could lead to new precedent involving concealed claims
in bankruptcies if the matter winds up back in bankruptcy court.

According to the report, the possibility of GM returning to
bankruptcy court has been bounced around lately as a way for the
company to handle the class actions that have been popping up in
response to an ignition switch defect that led to 13 deaths.

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GENERAL MOTORS: Panel Chair Questions Delay
-------------------------------------------
Michael A. Fletcher, writing for The Washington Post, reported
that the chairman of the House Energy and Commerce Committee
questioned whether General Motors failed to follow federal law
when it delayed informing regulators about an auto ignition switch
that has been blamed for at least a dozen deaths.

According to the report, Rep. Fred Upton (R-Mich.), whose panel is
investigating GM's belated recall of 1.6 million Chevrolet Cobalts
and other small cars, said an auto-safety law passed in 2000
required the automaker to inform regulators about the problem
within five business days or face as much as $35 million in civil
penalties.

The law, called the TREAD Act, also makes it a crime to
intentionally mislead the National Highway Transportation Safety
Administration about defects that lead to serious accidents, the
report related.  The Justice Department recently hit Toyota with a
$1.2 billion fine for violating the law.

"What troubles me the most is that the TREAD Act was pretty
specific: five days. You got a problem, it's five days," Upton,
the law's chief author, said in an interview, the report cited.
"It's not five years; it is not 10 years."

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GENERAL MOTORS: U.S. Firm Considered Opening Defect Probe in 2007
-----------------------------------------------------------------
Jeff Plungis, writing for Bloomberg News, reported that General
Motors Co., after months of studying ignition-switch failures in
the Chevrolet Cobalt, canceled a proposed fix in 2005, when a
project engineering manager cited high tooling costs and piece
prices, according to documents obtained by U.S. congressional
investigators.

According to the report, a separate opportunity to address the
defect was passed over by the National Highway Traffic Safety
Administration in 2007, when it opted not to open a formal defect
investigation even after an agency official had said a probe was
justified, according to an interview between current NHTSA
officials and staff members of the House Energy and Commerce
Committee.

Those decisions and this year's recall of 2.6 million small cars
for faulty ignition switches are the main focus of congressional
hearings, the report said.  GM Chief Executive Officer Mary Barra
and acting NHTSA Administrator David Friedman are being asked to
explain the handling of years of complaints about stalling cars
and disabled air bags that have now been linked to the switches
and tied to 13 deaths.

"Lives are at stake, and we will follow the facts where they take
us as we work to pinpoint where the system failed," Representative
Fred Upton, the chairman of the House Energy and Commerce
Committee, said in a statement on March 30, the report related.

GM opened an engineering inquiry about the Cobalt ignition switch
in November 2004, after customers complained the engine "can be
keyed off with knee while driving," according to a problem-
tracking system document obtained by House investigators, the
report further related.  Four months later, the Cobalt project
engineering manager rejected a key slot change, citing cost and
long lead times.

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GENERAL MOTORS: Chief Can't Shake Recall Furor
----------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. Chief Executive Mary Barra sought to shift the
focus to the auto maker's coming new vehicles and away from
investigations of a troubled ignition-switch recall, but struggled
amid a barrage of questions about its responses to the probes.

According to the report, in New York ahead of an auto show, Ms.
Barra deflected questions about a potential U.S. criminal probe,
saying she wasn't aware if the Department of Justice has sought
documents from the company, and declined to say when GM expected
to answer all questions posed by auto-safety regulator National
Highway Traffic Safety Administration.

"We are working on those every day," the Journal cited Ms. Barra
as saying of the NHTSA inquiry while surrounded by a media crowd
peppering her with questions. GM Global Product Chief Mark Reuss
was recruited to help provide crowd control after her speech.

GM said it is forming a product integrity organization under Mr.
Reuss that will include a newly named vehicle safety czar, the
report related.  GM named engineering veteran Jeff Boyer as vice
president of global vehicle safety and charged him with handling
all safety-related issues including recalls. His group will be
moved into the new organization. Mr. Reuss declined to provide
more details on how the group will work but did say he will make
additions to the team in the coming days.

"We have pulled the wagon a long way, and we are not about to give
up right now," Ms. Reuss said, the report cited.  "We have to
power through this and we will. As far as the integrity team, this
is a long time coming, but the market has changed and we have to
change."

                    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.


GENON ENERGY: Moody's Lowers Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded GenOn Energy Inc. (GEN)'s
Corporate Family Rating (CFR) and senior unsecured rating to B3
from B2. Additionally, the Probability of Default Rating (PDR) was
downgraded to B3-PD from B2-PD. Among its subsidiaries, GenOn
Americas Generation, LLC (GAG)'s senior unsecured rating was
downgraded to Caa1 from B3 and GenOn Mid-Atlantic's (GMA) senior
secured rating was downgraded to Ba3, from Ba2. GenOn REMA LLC's
(REMA) senior secured rating was confirmed at B2. GEN's
speculative-grade (SGL) liquidity rating was raised to SGL-3 from
SGL-4. The outlook for GEN and each of the GEN rated subsidiaries
is now stable. The rating action concludes our review of GEN's
ratings for possible downgrade which initiated on January 24,
2014. GEN's parent company NRG Energy Inc. (NRG Ba3 Stable) was
not included in the review for downgrade and the action has no
effect on NRG's ratings.

"Our decision to downgrade GenOn is mainly driven by its
deteriorating long-term fundamentals, exacerbated by dividend
restrictions at its REMA and GenOn Mid-Atlantic subsidiaries" said
Toby Shea, VP -- Senior Analyst. "The recent price spikes driven
by the cold weather have alleviated GenOn's near-term liquidity
concerns and Moody's have upgraded GEN's liquidity rating
accordingly. However, the cold winter was a transient event and is
insufficient to change our view regarding GenOn's long-term credit
profile."

Ratings Rationale

GEN's B3 rating largely reflects its high debt burden and poor
plant economics. In round numbers, GEN has about $4 billion of
debt and lease obligations outstanding at the end of 2013 and
Moody's estimate that GEN generated about an average of $400
million of open EBITDA for the past three years (2011-2013). GEN's
default risk is exacerbated by dividend restrictions from its GMA
and REMA subsidiaries. GMA and REMA, combined, generated about
$200 million of the $400 million of the open EBITDA but only hold
about $1 billion of the $4 billion of debt and lease obligation
among GEN entities.

With the dividend restrictions at GMA and REMA, GEN and GAG will
rely heavily on its internal cash balance to satisfy debt
obligations. At year end 2013, GEN reported a cash balance of $566
million, excluding GMA and REMA's cash holdings of $194 million.
GEN also has access to a $500 million of revolving credit facility
provided by NRG. The credit facility has no cash draws but a large
portion of it (about $350 million at the year end 2013) is used
for posting letters of credit to support business transactions.
The amount of internal liquidity at GEN is a material factor in
Moody's decision to change the speculative grade liquidity rating
to SGL-3 from SGL-4, as Moody's now project that, without any
parent support, GEN will have enough liquidity for the next 12-18
months and would likely exhaust its liquidity in late 2016 to 2017
time frame. If the current forecast holds, Moody's believe GEN
will have difficulty meeting a $725 million bond maturity due
2017.

Moody's rating for GEN factors in NRG's approach in managing its
GEN subsidiaries. NRG treats GEN much like a non-recourse project-
finance subsidiary. NRG retains the upside if GEN performs well
but limits its downside by exercising its non-recourse rights
should financial failure prevail at GEN. Similar to project
financing entities, GEN has limited growth prospects. NRG may sell
GEN's assets or investment in improvements time to time to
maximize value or generate liquidity at GEN but is not developing
or allocating capital for new project to GEN. NRG also charges GEN
approximately $200 million for a corporate shared services fee.
Moody's believe that NRG would forgo or defer a portion of the
shared services fee if it is critical to keep GEN viable, thus
preserving its value to NRG. However, NRG will only inject capital
if the return justifies the incremental investment.

Moody's have assigned different ratings to the various GEN
entities mainly based on the prospect for recovery. GMA, rated Ba3
on a senior secured basis, has the highest rating among GEN
entities, because the superior location of its assets and because
GMA has the least amount of leverage among the GEN entities. GAG,
which is rated Caa1 on a senior unsecured basis, has the lowest
rating among the GEN entities because it is the most leveraged
with about $50 million a year of open EBITDA relative to $850
million of debt. Moody's confirmation of REMA's senior secured
rating at B2 incorporates its declining debt balance (due to debt
amortization) and rising cash balance (due to dividend
restrictions.)

Outlook Stable

The stable outlook reflects GEN's adequate liquidity cushion and
the company's ability to meet its liquidity needs in the next 12
to 18 months.

What Can Change The Rating -- UP

In light of the rating action, limited prospects exist for the
rating to be upgraded over the intermediate term. It will take a
sizeable and sustainable improvement in market fundamentals to
justify an upgrade at GEN.

What Can Change the Rating -- DOWN

Moody's would likely downgrade GEN's CFR and PDR rating to the Caa
category if Moody's believe that it could exhaust its liquidity
within eighteen months.

Rating list:

Outlook: All GenOn entities were revised to Stable from Under
Review for Downgrade

Ratings Downgraded:

Issuer: GenOn Energy, Inc.

  Corporate Family Rating: to B3, from B2

  Probability of Default Rating: B3-PD, from B2-PD

  Senior Unsecured: to B3 LGD4 58%, from B2, LGD4 58%

Issuer: GenOn Americas Generation, LLC

  Senior Unsecured: Caa1, LGD4 60%, from B3, LGD4 58%

Issuer: GenOn Mid-Atlantic, LLC

  Senior Secured: Ba3, LGD1 6%, from Ba2, LGD1 4%

Ratings Confirmed:

Issuer: GenOn REMA, LLC

  Senior Secured: B2, LGD3 38% from LGD3 44%

Ratings upgraded:

Issuer: GenOn Energy, Inc.

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


GFL ENVIRONMENTAL: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Toronto-based environmental services company GFL Environmental
Inc. to negative from stable.  At the same time, Standard & Poor's
affirmed its 'B+' long-term corporate credit and issue-level
ratings on the company's C$275 million senior unsecured notes,
including a proposed C$75 million notes add-on.  The '4' recovery
rating on the notes is unchanged, and indicates average (30%-50%)
recovery in S&P's default scenario.

"The outlook revision reflects our assessment of GFL's weaker
leverage and cash flow metrics in the past 12 months, primarily
because of debt-funded acquisitions and negative free cash flow,"
said Standard & Poor's credit analyst Jarrett Bilous.  In Standard
& Poor's view, the company will most likely continue to
aggressively pursue growth from acquisitions financed largely with
incremental debt.  As a result, there is an increased likelihood
that adjusted debt-to-EBITDA will remain above 4.5x (S&P's
threshold for a negative rating action) or that liquidity could
weaken.

The ratings on GFL reflect Standard & Poor's view of the company's
"fair" business risk profile and "highly leveraged" financial risk
profile, which result in an anchor score of 'b'.  S&P then applied
the comparable rating analysis (CRA) modifier, which had a
positive one-notch impact on the anchor, as S&P believes GFL's
financial profile is stronger than what its highly leveraged
financial risk profile suggests.

GFL is a regional waste services company that conducts business
primarily in Canada.  The company generates revenues predominantly
in Ontario, with diversity characteristics and market positions
weaker than those of the much larger national leaders.  In
addition, S&P considers GFL's solid waste business, which accounts
for the majority of sales and earnings, mature and very
competitive; a few large players dominate this segment, while the
remaining market is highly fragmented.

The negative outlook on GFL reflects S&P's assessment of the
heightened risk that the company's credit ratios or liquidity
position could weaken over the next 12 months due primarily to its
debt-financed acquisition strategy.

S&P could lower the ratings if GFL's financial measures
deteriorate from its current expectations, specifically adjusted
debt to EBITDA of more than 5x, or if funds from operations (FFO)-
to-debt declines below 12%.  This could occur if the company
increases leverage through debt-financed acquisitions in tandem
with lower-than-expected cash flow generation.  At this point, S&P
could remove the one-notch upward adjustment for the CRA due to
the weakening financial risk profile.

S&P could revise the outlook to stable should GFL strengthen and
keep its credit metrics, including adjusted debt-to-EBITDA below
4.5x and FFO-to-adjusted debt above 15%, while maintaining
adequate liquidity.


GLOBAL GEOPHYSICAL: Alvarez & Marsal as Restructuring Advisor
-------------------------------------------------------------
Global Geophysical Services Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Alvarez & Marsal North America LLC as
restructuring advisor, nunc pro tunc to Mar. 25, 2014 petition
date.

The Debtors require Alvarez & Marsal to:

   (a) assist in the review/development and management of a 13-
       week cash flow forecast;

   (b) assist in identification of cost reduction and operations
       improvement opportunities;

   (c) assist in evaluation of the Debtors' current business plan
       and in preparation of a revised operating plan and cash
       flow forecast and presentation of such plan and forecast
       to the Debtors' Board of Directors (the "Board") and its
       creditors;

   (d) assist in financing issues including assistance in
       preparation of reports and liaison with creditors;

   (e) assist with technical accounting and financial reporting
       matters;

   (f) report to the Board as desired or directed by the
       Responsible Officers;

   (g) assist the overall financial reporting division in
       managing the administrative requirements of the Bankruptcy
       Code, including post-petition reporting requirements and
       claim reconciliation efforts; and

   (h) other activities as are approved by the Responsible
       Officers or the Board and agreed to by Alvarez & Marsal
       that are consistent with the role of a financial advisor
       and not duplicative of services provided by other
       professionals in this proceeding.

Alvarez & Marsal will be paid at these hourly rates:

       Managing Directors          $700-$925
       Directors                   $500-$725
       Analysts/Associates         $325-$525

Alvarez & Marsal will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Upon execution of the Engagement Letter, the Debtors remitted a
retainer to Alvarez & Marsal in the amount of $250,000 (the
"Retainer").  Not including the Prior Engagements, according to
the books and records of Alvarez & Marsal, from the commencement
of services under the Engagement Letter to the commencement of
these chapter 11 cases, Alvarez & Marsal received approximately
$1,001,271 for professional services performed and expenses
incurred and the Retainer.

Upon the reconciliation of its prepetition fees and expenses,
Alvarez & Marsal will apply the unapplied portion of the Retainer,
currently estimated at $140,000, toward any prepetition invoices
and, thereafter, the unapplied residual retainer will not be
segregated by Alvarez & Marsal in a separate account and will be
held until the end of these chapter 11 cases and applied to
Alvarez & Marsal's finally approved fees in these chapter 11
cases.

Jonathan Goulding, managing director of Alvarez & Marsal, 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.

The Court for the Southern District of Texas will hold a hearing
on the application on April 25, 2014, at 9:00 a.m.

Alvarez & Marsal can be reached at:

       Jonathan Goulding
       ALVAREZ & MARSAL NORTH AMERICA LLC
       700 Louisiana Street, Ste. 900
       Houston, TX 77002
       Tel: +1 (713) 571-2400
       Fax: +1 (713) 547-3697

             About Global Geophysical, Autoseis et al.

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

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

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

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


GLOBAL GEOPHYSICAL: Hires Rothschild Inc as Financial Advisor
-------------------------------------------------------------
Global Geophysical Services Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Rothschild Inc. as financial advisor
and investment banker, nunc pro tunc to April 1, 2014.

The Debtors require Rothschild Inc to:

   (a) identify and initiate potential Transactions;

   (b) review and analyze the operating and financial strategies
       of the Debtors;

   (c) review and analyze the business plans and financial
       projections prepared by the Debtors including, but not
       limited to, testing assumptions and comparing those
       assumptions to historical Debtors and industry trends;

   (d) evaluate the Debtors' debt capacity in light of projected
       cash flows and assist in the determination of an
       appropriate capital structure for the Debtors;

   (e) assist the Debtors and their other professionals in
       reviewing the terms of any proposed Transaction, in
       responding thereto and, if directed, in evaluating
       alternative proposals for a Transaction, whether in
       connection with a Plan or otherwise;

   (f) determine a range of values for the Debtors and any
       securities that the Debtors offer or propose to offer in
       connection with a Transaction;

   (g) advise the Debtors on the risks and benefits of
       considering a Transaction with respect to the Debtors'
       intermediate and long-term business prospects and
       strategic alternatives to maximize the business enterprise
       value of the Debtors, whether pursuant to a Plan or
       otherwise;

   (h) review and analyze any proposals the Debtors receive from
       third parties in connection with a Transaction, including,
       without limitation, any proposals for debtor-in-possession
       financing, as appropriate;

   (i) assist or participate in negotiations with the parties in
       interest, including, without limitation, any current or
       prospective creditors of, holders of equity in, or
       claimants against the Debtors and their respective
       representatives in connection with a Transaction;

   (j) advise the Debtors with respect to, and attend, meetings
       of the Debtors' board of directors, creditor groups,
       official constituencies and other interested parties, as
       necessary;

   (k) if requested by the Debtors, participate in hearings
       before the Bankruptcy Court and provide relevant testimony
       with respect to the matters described herein and issues
       arising in connection with any proposed Plan; and

   (l) render other financial advisory and investment banking
       services as may be agreed upon by Rothschild and the
       Debtors.

The Debtors have agreed to pay Rothschild the proposed
compensation and expense reimbursements in the Engagement
Letter (the "Fee and Expense Structure"), which may be summarized
as follows:

   -- "Monthly Fee": $250,000 per month for the first three
      months, then $150,000 per month.

   -- "Completion Fee": $3,000,000, payable once, upon
      confirmation and effectiveness of a Plan or closing of a
      Transaction.

   -- "New Capital Fee": Payable upon the closing of each
      commitment of new capital (i) 1.0% of the face amount of
      senior secured debt raised other than debtor-in-possession
      financing; (ii) 2.0% of the face amount of junior secured
      debt raised other than debtor-in-possession financing;
      (iii) 4.0% of unsecured debt raised; and (iv) 6.0% of
      equity capital, capital convertible into equity or hybrid
      capital raised.  provided, that to the extent any New
      Capital Raise consists of any new capital raised from
      existing creditors or equity holders of the Company
      ("Existing Stakeholder New Capital"), the New Capital Fee
      with respect to such Existing Stakeholder New Capital shall
      not exceed $500,000 (it being understood that the full New
      Capital Fee shall remain payable with respect to any other
      new capital raised as part of any such New Capital Raise).

   -- Monthly Fee Credit: Half of Monthly Fees paid in excess of
      $750,000 will be credited once against any Completion or
      New Capital Fee, up to the amount of such fee.

   -- New Capital Fee Credit: Half of any portion of a New
      Capital Fee paid (other than any New Capital Fee paid with
      respect to Existing Stakeholder New Capital) will be
      credited once against any Completion Fee, up to the amount
      of such fee.

   -- Expenses: The Debtors shall reimburse Rothschild for its
      reasonable expenses, including, without limitation, the
      reasonable fees, disbursements and other charges of
      Rothschild's counsel (without the requirement that the
      retention of such counsel be approved by the Bankruptcy
      Court).  The Debtors have agreed that Rothschild's
      reimbursable counsel fees may include, without limitation,
      fees incurred in representing Rothschild's interests during
      the pendency and following the conclusion of these chapter
      11 cases, such as may be incurred in connection with
      Rothschild's retention and payment.

Neil A. Augustine, executive vice chairman of North American GFA
and Co-Chair of the North American Debt Advisory and Restructuring
Group for the investment banking firm Rothschild Inc., 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.

Rothschild can be reached at:

       Neil A. Augustine
       ROTHSCHILD INC.
       1251 Avenue of the Americas
       New York, NY 10020
       Tel: (212) 403-5411
       E-mail: neil.augustine@rothschild.com

             About Global Geophysical, Autoseis et al.

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

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

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

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


GLOBALSTAR INC: Common Stock to be Listed on NYSE
-------------------------------------------------
The New York Stock Exchange has approved Globalstar, Inc.'s
common shares for trading, which will commence on Monday,
April 21, 2014.  The Company will be listed on the NYSE MKT under
the ticker "GSAT" and will concurrently withdraw its shares from
the OTCQB.  The NYSE has invited Globalstar's leadership team to
ring the NYSE Opening Bell at 9:30am EDT on the first day of
trading.

"Trading on the New York Stock Exchange represents yet another
important milestone in Globalstar's resurgence and has been made
possible by our many important accomplishments over the past
twelve months," said Jay Monroe, Chairman and CEO of Globalstar.
"Listing on the NYSE will enhance the Company's trading liquidity
as well as its visibility, all to the benefit of our loyal
stockholders who have stuck with us over the past many years. Do
not think for a moment that we are finished or that we plan to
rest.  Quite frankly, we are just getting started and look forward
to continuing our resurgence."

NYSE MKT is a fully integrated trading venue within the NYSE
Euronext community and leverages the NYSE's advanced and
innovative market model to offer a premier venue for listing and
trading the stocks of small companies.  The venue utilizes the
trading, connectivity and routing technologies of the NYSE
platform and offers superior price discovery, superior liquidity
and reduced trading volatility.  Listed companies benefit from
issuer-selected Designated Market Makers (DMM) that utilize world-
class NYSE trading systems to discover and improve prices, dampen
volatility, add liquidity and enhance value.  In addition, NYSE
MKT-listed companies gain access to the brand visibility and are
eligible for the issuer services enjoyed by the NYSE Euronext
community.

"We welcome Globalstar to the NYSE community and look forward to a
strong partnership with the Company and its stockholders," said
Scott Cutler, executive vice president and Head of Global Listings
at NYSE Euronext.  "Globalstar will join other high technology
companies that benefit from NYSE's trusted and reliable platform."

                           About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar incurred a net loss of $591.11 million on $82.71
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $112.19 million on $76.31 million of
total revenue in 2012.  The Company incurred a net loss of $54.92
million in 2011.

As of Dec. 31, 2013, the Company had $1.37 billion in total
assets, $1.25 billion in total liabilities and $116.75 million in
total stockholders' equity.

Crowe Horwath LLP, in Oak Brook, Illinois, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors
previously expressed substantial doubt about the Company's ability
to continue as a going concern in their report on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that Globalstar had suffered recurring
losses from operations and was not in compliance with certain
financial and nonfinancial covenants under certain long-term debt
agreements.


GREGORY WOOD: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------
The Hon. Laura T. Beyer of the U.S. Bankruptcy Court for the
Western District of North Carolina dismissed the Chapter 11 case
of Gregory Wood Products, Inc.

As reported in the Troubled Company Reporter on April 10, 2014,
the Office of the Bankruptcy Administrator requested for the
dismissal of the Debtor's case.  The Debtor consented to dismissal
and believed that it is in the best interest of creditors and the
estate.

David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in
Charlotte, North Carolina, told the Court that all of the Debtor's
assets were sold at foreclosure by Carolina Farm Credit, ACA, its
senior prepetition secured lender.

In a September 2013 monthly status report, Gregory Wood stated
that Carolina Farm Credit has obtained relief from automatic stay
and had scheduled the foreclosure sale on November 1, 2013.
Gregory Wood had not submitted monthly status reports since then.

                About Gregory Wood Products

Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total
assets of $15.1 million and liabilities of $10.9 million.

The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt.  The Debtor valued its machinery and equipment
at $11.3 million.  David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to
the Debtor.  Judge Laura T. Beyer presides over the case.


HEDWIN CORPORATION: Has Interim Authority to Tap DIP Loans
----------------------------------------------------------
Judge Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland, Baltimore Division, gave Hedwin Corporation
interim authority to obtain postpetition loans from Bank of
America, N.A., in an amount not to exceed $430,000, and use cash
collateral securing its prepetition indebtedness.

The Debtor has secured indebtedness to BofA, as successor to
LaSalle Business Credit, LLC, (a) principal in an amount not less
than $4.98 million under prepetition revolving loans; and (b)
principal in the amount of $600,000 under a prepetition term loan.
The Debtor also has a subordinate debt obligation owed to ACP-I,
L.P. in the amount of $3.20 million, exclusive of attorneys' fees,
accrued interest or other fees.

A final hearing is scheduled for April 22, 2014, at 2:00 p.m.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor has tapped Tydings and Rosenberg, in Baltimore,
Maryland, as counsel, and Shared Management Resources, Ltd.'s
Charles S. Deutchman as chief restructuring officer.

The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for May
7, 2014, 10:00 a.m. at 341 meeting room 2650 at 101 W. Lombard
St., Baltimore.

The Debtor is required to submit its formal schedules of assets
and liabilities and statement of financial affairs by April 16,
2014.

According to the docket, the deadline for filing proofs of claims
is on Aug. 5, 2014.  The deadline for filing governmental proofs
of claims is on Sept. 29, 2014.  The exclusive period to propose a
plan expires July 31, 2014.


HEDWIN CORPORATION: Seeks to Sell Assets to Fujimori for $6.5MM
---------------------------------------------------------------
Hedwin Corporation seeks authority from the U.S. Bankruptcy Court
for the District of Maryland, Baltimore Division, to sell all or
substantially all of its assets to Fujimori Kogyo Co., Ltd.,
subject to higher and better offers.

Under the stalking horse asset purchase agreement, the Debtor will
sell all of its assets, excluding cash and cash equivalents and
avoidance claims arising under Chapter 5 of the Bankruptcy Code,
for $16,500,000, plus the assumption of certain liabilities.  The
Debtor propose to sell the assets free and clear of liens, claims,
encumbrances and other interests.

To maximize the value of the Debtor's estate, the Debtor asks the
Court to schedule an auction on a date no later than May 8, 2014,
to afford potential bidders sufficient opportunity to bid on the
one hand, and tailor the process to the needs of the Debtor on the
other.  The Debtor also asks that the hearing to consider approval
of the sale be scheduled on May 9.

If the Debtor closes an alternative transaction, the Debtor
proposes to pay to the Stalking Horse Purchaser a break-up fee in
an amount equal to $600,000 and an expense reimbursement in an
amount not to exceed $250,000 for the Stalking Horse Bidder's
reasonable and documented out-of-pocket expenses incurred in
connection with the transaction.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq. -- sgoldberg@tydingslaw.com -- and Catherine K.
Hopkin, Esq., at Tydings & Rosenberg, LLP, in Baltimore, Maryland.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor has tapped Tydings and Rosenberg, in Baltimore,
Maryland, as counsel, and Shared Management Resources, Ltd.'s
Charles S. Deutchman as chief restructuring officer.

The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for May
7, 2014, 10:00 a.m. at 341 meeting room 2650 at 101 W. Lombard
St., Baltimore.

The Debtor is required to submit its formal schedules of assets
and liabilities and statement of financial affairs by April 16,
2014.

According to the docket, the deadline for filing proofs of claims
is on Aug. 5, 2014.  The deadline for filing governmental proofs
of claims is on Sept. 29, 2014.  The exclusive period to propose a
plan expires July 31, 2014.


HEDWIN CORPORATION: Lists $18.2MM in Assets, $22.6MM in Debts
-------------------------------------------------------------
Hedwin Corporation filed with the U.S. Bankruptcy Court for the
District of Maryland, Baltimore Division, its schedules disclosing
$18,236,469 in total assets and $22,695,950 in total liabilities.

The Debtor said its assets are comprised of:

   Cash on hand                                       $5,000
   Accounts receivable                             4,801,772
   Fire insurance claim                            4,000,000
   Automobiles & other vehicle accessories           408,992
   Office equipment                                2,050,751
   Machinery & supplies used in business           2,050,751
   Inventory                                       4,919,203

The secured claims against the Debtor total $8,833,453, comprising
of a $3,276,333 secured claim by ACP-I, LP, of Delaware, and two
secured claims by Bank of America, one amounting to $575,000, and
the other one amounting to $4,982,120.  Unsecured priority claims
total $346,265, while unsecured non-priority claims total
$13,516,231.

Full-text copies of the Schedules are available for free
at http://bankrupt.com/misc/HEDWINsal0407.pdf

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor has tapped Tydings and Rosenberg, in Baltimore,
Maryland, as counsel, and Shared Management Resources, Ltd.'s
Charles S. Deutchman as chief restructuring officer.

The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for May
7, 2014, 10:00 a.m. at 341 meeting room 2650 at 101 W. Lombard
St., Baltimore.

The Debtor is required to submit its formal schedules of assets
and liabilities and statement of financial affairs by April 16,
2014.

According to the docket, the deadline for filing proofs of claims
is on Aug. 5, 2014.  The deadline for filing governmental proofs
of claims is on Sept. 29, 2014.  The exclusive period to propose a
plan expires July 31, 2014.


HEDWIN CORPORATION: Seeks to Employ Tydings & Rosenberg as Counsel
------------------------------------------------------------------
Hedwin Corporation seeks authority from the U.S. Bankruptcy Court
for the District of Maryland, Baltimore Division, to employ
Tydings & Rosenberg LLP as bankruptcy attorney to, among other
things, assist in the sale of substantially all of the Debtor's
assets, to assume and assign certain executory contracts, and to
file a plan of reorganization or liquidation.

T&R was retained for general workout services in November of 2013,
and, at that time, received the sum of $10,000 as a retainer to be
applied towards future services rendered and expenses to be
incurred.  Subsequently, T&R received the sum of $200,000 as an
additional retainer.  After applying its bills for work performed
between November 2013 and March 2014, T&R is holding a net
retainer in the amount of $30,163, plus the filing fee in escrow
subject to further Order of the Court.

T&R will charge the Debtor on an hourly basis for time expended
and on an actual dollar amount for expenses incurred plus
reimbursement for ordinary out-of pocket expenses.  Currently,
hourly rates for partners in the T&R bankruptcy department range
from $450 to $525 per hour, other attorneys' rates range from $230
to $350 per hour, and the hourly rates charged for T&R's paralegal
is $145 per hour.

The firm assures the Court that it 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 Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor has tapped Tydings and Rosenberg, in Baltimore,
Maryland, as counsel, and Shared Management Resources, Ltd.'s
Charles S. Deutchman as chief restructuring officer.

The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for May
7, 2014, 10:00 a.m. at 341 meeting room 2650 at 101 W. Lombard
St., Baltimore.

The Debtor is required to submit its formal schedules of assets
and liabilities and statement of financial affairs by April 16,
2014.

According to the docket, the deadline for filing proofs of claims
is on Aug. 5, 2014.  The deadline for filing governmental proofs
of claims is on Sept. 29, 2014.  The exclusive period to propose a
plan expires July 31, 2014.


HOFFMASTER GROUP: S&P Assigns 'B' Rating to $265MM 1st Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating to Oshkosh, Wis.-based Hoffmaster Group Inc.'s
proposed $265 million first-lien term loan and $35 million
revolver due 2020 and 2019, respectively.  The recovery rating on
the proposed first-lien term loan and revolver is '3', indicating
S&P's expectation of meaningful (50% to 70%) recovery in the event
of payment default.

S&P also assigned its 'CCC+' issue-level rating (two notches below
the corporate credit rating) on the proposed $104 million second-
lien term loan.  The recovery rating on the proposed second-lien
term loan is '6', indicating S&P's expectation of negligible (0%
to 10%) recovery in the event of a payment default.

Hoffmaster will use the proceeds to refinance the existing $248
million first-lien term loan due 2018, $91 million second-lien
term loan due 2019, repay revolver borrowings under the existing
$35 million revolver due 2017 and apply the remainder to
transaction fees and expenses.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on Hoffmaster and revised its outlook to stable from
negative.  The outlook revision is contingent on the successful
completion of the proposed transaction and with particular
emphasis on the absence of maintenance financial covenants and a
springing financial covenant with cushion levels of more than 30%
if tested in the next few quarters.

"The ratings affirmation reflects our assessment that the proposed
refinancing transaction will have a minimal impact on Hoffmaster's
credit measures while improving the company's liquidity," said
Standard & Poor's credit analyst Henry Fukuchi.

"We based our assessment of Hoffmaster's business risk profile as
"weak" on our view that the company is a niche player in
disposable tableware products with limited product and geographic
diversity and moderate customer concentration.  Our "highly
leveraged" assessment of Hoffmaster's financial risk profile
reflects our view of the risks associated with its financial
sponsor-owned status and high debt leverage.  However, the
proposed refinancing transaction will not have significant impact
on credit measures because we expect the debt levels to increase
only slightly. We assess Hoffmaster's liquidity as "adequate"
under our criteria," S&P said.

The stable outlook reflects S&P's expectation of fairly
predictable business conditions and stable cash flow generation
over the next few years.  S&P's base-case scenario incorporates
its expectation that Hoffmaster will be able to maintain FFO to
total adjusted debt in the 10% to 12% range after the proposed
transaction.  Also, the proposed transaction will improve the
company's liquidity and minimal risk of financial covenant
violation.

S&P could raise the ratings if EBITDA margins improve by 300 basis
points and volumes increase by 10% or more from current levels.
At this level, S&P expects FFO to adjusted debt will increase to
about 15%.  S&P currently expects FFO to adjusted debt to improve
to about 10% in 2014 and remain within 10% to 12% over the next
few years.

S&P could lower the ratings if EBITDA margins weaken by 300 basis
points or more resulting in FFO adjusted debt to decrease to
toward 5%.  S&P could also lower the ratings if unexpected cash
outlays related to capital expansion or shareholder rewards
deplete Hoffmaster's liquidity, such that its cash balances and
revolver availability decline significantly.


HOWREY LLP: Perkins Coie Latest Target of Trustee
-------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Howrey LLP's bankruptcy trustee has turned his attention to yet
another law firm that hired Howrey partners around the time of the
firm's 2011 dissolution in an attempt to strum up money for
creditors.

According to the report, in a lawsuit filed against Perkins Coie
LLP, trustee Allan Diamond seeks a cut of the profits that he says
Perkins earned thanks to nine ex-Howrey partners who joined the
firm in California and Washington, D.C. both before and after
Howrey disbanded.

Mr. Diamond says Howrey's creditors are entitled to a share of the
profits from the so-called unfinished business that lawyers took
with them as Howrey faltered, the report related.

Of the nine partners mentioned in the suit, court papers show five
have filed proofs of claim in Howrey's bankruptcy seeking payment
of between $117,000 and $625,000 each, the report further related.

Mr. Diamond has sued at least 20 of the 70 firms that hired Howrey
partners and has entered into settlement discussions with many
others, the report noted.  So far, Mr. Diamond has struck deals to
collect millions of dollars under unfinished business settlements
with other firms.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


HURLEY MEDICAL: Moody's Affirms 'Ba1' Rating; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service has affirmed Hurley Medical Center's Ba1
rating. This action affects approximately $104 million of rated
revenue bonds issued through the City of Flint Hospital Building
Authority. The outlook has been revised to negative from stable,
reflecting Hurley's suppressed liquidity position in recent years.

Summary Rating Rationale: The affirmation of the Ba1 rating
reflects Hurley's position as providing a differentiation of
essential services in a broad service area and history of
generating positive cash flow adequate to cover debt service. The
negative outlook factors Hurley's suppressed liquidity position in
recent years and thinner debt coverage ratios. Failure to rebuild
cash reserves materially in the near term likely will result in a
downgrade.

Strengths

-- Hurley's adjusted debt ratios are adequate for a Ba rated
    credit. Based on FY 2013 results, Hurley's adjusted debt-to-
    cash flow measured 5.7 times (below Baa median is 7.0 times),
    maximum annual debt service (MADS) coverage measured 2.2
    times (below Baa median is 1.7 times), and debt-to-total
    operating revenue measured 29% (below Baa median is 31%).

-- Hurley provides a differentiation of essential high-end
    tertiary services (e.g., burn unit, Level I trauma, and
    NICU), which contributes to Hurley's draw of patients beyond
    the City of Flint and Genesee County. Management reports that
    more than 40% of Hurley's business is derived from patients
    outside the City of Flint.

-- Hurley's capital spending plans are manageable in the coming
    years ($44 million planned between FY 2014 and FY 2016,
    compared to a budgeted depreciation expense of $17 million in
    FY 2014). Hurley's average age of plant measured 11.4 years
    at fiscal year end (FYE) 2013 (below Baa median is 13.1
    years). Hurley does not have new money debt plans in the
    coming years.

Challenges

-- Hurley's absolute and relatively cash positions have
    decreased significantly in recent years. Total unrestricted
    cash decreased from a high of $94 million at FYE 2010 to $60
    million at FYE 2013 and $51 million at December 31, 2013. At
    unaudited December 31, 2013, cash on hand measured a thin 51
    days (below Baa median is 80 days).

-- Hurley's service area is characterized by weak demographic
    characteristics, including low median income levels. Medicaid
    represented a high 40% of Hurley's gross revenues in FY 2013.

-- Hurley relies significantly on special funding sources from
    the state such as Medicaid disproportionate share (DSH),
    which accounts for a sizeable share of cash flow
    (approximately $52 million in FY 2013, according to
    management). While this funding demonstrates significant
    public policy support from the state, Moody's view these
    revenues as "at risk" and any contraction of these funds will
    require commensurate cost reductions.

-- Hurley faces competition in the service area, with the
    presence of two hospitals in the area that are part of larger
    systems.

-- Hurley debt ratios are stressed by pension and operating
    lease obligations; Hurley's cash-to-comprehensive debt
    measured a thin 23% at FYE 2013 (below Baa median is 31%).

-- Hurley has a heavily unionized workforce as Hurley employees
    are represented by nine different labor bargaining units.

Outlook

The outlook revision to negative reflects Hurley's weaker
liquidity position in recent years and thinner debt coverage
ratios. Failure to rebuild cash reserves materially in the near
term likely will result in a downgrade.

What Could Change The Rating UP

Given the negative outlook, an upgrade is not likely in the near
term. In the longer-term, an upgrade may be warranted if Hurley
demonstrated materially improved operating margins for a sustained
period and improved its A/Rs leading to significantly stronger
liquidity ratios and better debt coverage ratios.

What Could Change The Rating DOWN

A downgrade will be considered if Hurley fails to improve its A/Rs
and liquidity position materially by FYE 2014 or fails to show
further improvement in interim FY 2015, or if operating margins do
not rebound.


INDRA HOLDING: Moody's Assigns 'B2' CFR & Rates $245MM Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and B2-PD
Probability of Default Ratings to Indra Holding Corp. ("Totes")
following the announcement of its leveraged buyout. Moody's also
assigned a B2 rating to the company's proposed $245 million first
lien term loan. The outlook is stable.

Proceeds from the proposed $245 million first lien term loan, the
proposed $80 million second lien term loan and minor revolver
borrowings, along with sponsor equity from Freeman Spogli & Co.
and Investcorp will be used to fund the $525 million (including
fees and expenses) acquisition of Totes from MidOcean Partners.
The ratings of predecessor company Totes Isotoner Corporation,
including the B3 Corporate Family Rating and the ratings of the
existing senior secured credit facilities, will be withdrawn upon
closing of the transaction and repayment of existing debt.

While the buyout will add approximately $60 million of debt,
raising leverage to the low 6 times (Moody's-adjusted), the
company will benefit from a covenant-lite debt structure, an
increased ABL revolver line cap to $100 million from $85 million,
and improved interest coverage in the low 2 times EBITA/interest
expense. In Moody's view, the ability to operate with a covenant-
lite structure in particular will reduce default probability from
potential weather-driven short-term earnings volatility. Moreover,
Totes has demonstrated the ability to generate steady EBITDA
despite recent challenging retail traffic and weather trends by
expanding distribution and product breadth. In addition, the
company's exit from its retail operations in 2013 has strengthened
its profitability profile. Nonetheless, the rating has limited
cushion for additional debt incurrence, as Moody's views the
company's post-LBO leverage as high for the rating category.

Ratings assignments:

Borrower: Indra Holdings Corp.

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$245 million first lien senior secured term loan due 2021 at B2
(LGD3, 48%)

Stable outlook

The ratings are subject to the completion of the transaction and
Moody's review of final documentation.

The following ratings of Totes Isotoner Corporation will be
withdrawn upon consummation of the LBO:

  Corporate Family Rating of B3

  Probability of Default Rating of B3-PD

  $172 million senior secured fist lien term loan at B3
  (LGD3, 44%)

  $100 million senior secured second lien term loan at Caa2
  (LGD5, 79%)

  Stable outlook

Ratings Rationale

The B2 corporate family rating reflects the company's high
leverage, risks associated with private equity ownership, modest
scale, and the commoditized nature of its products. In addition,
Totes' make-or-break seasonality not only means that adverse
weather patterns or consumer spending habits during its peak
season could significantly impact its operations, but it also
makes the company heavily reliant on its revolver for seasonal
working capital uses. Nevertheless, the rating is supported by the
company's low fashion risk, well-recognized brands (albeit in
niche product categories), established presence across diversified
distribution channels, geographic diversification and good
interest coverage relative to the rating category. The rating also
reflects Totes' good liquidity, including consistent positive free
cash flow generation, a covenant-lite structure, and good revolver
availability, despite significant seasonal revolver borrowings.

The stable outlook reflects Moody's expectations for modest
organic growth and good liquidity. Given significant seasonality,
Moody's expects lease-adjusted debt/EBITDA to swing between 6 and
7 times over the next 12-18 months depending on revolver
borrowings.

The ratings could be downgraded if operating performance or
liquidity meaningfully deteriorates, including a sustained decline
in free cash generation or reduced revolver availability.
Quantitatively, the ratings could be downgraded if leverage is
sustained above 6.5 times Moody's-adjusted debt/EBITDA.

An upgrade is unlikely in the near term given the company's modest
scale, weather dependence and the risk associated with private
equity ownership. The ratings could be upgraded if Totes
demonstrates a financial policy aimed at reducing debt, while
sustaining revenue and earnings growth, and good liquidity.
Quantitatively, the ratings could be upgraded if debt/EBITDA
(Moody's-adjusted) is sustained below 5.0 times.

Based in Cincinnati, Ohio, Indra Holding Corp. ("Totes") is an
international designer, marketer and distributor of cold and wet
weather accessories, slippers, sandals, headwear, and sunglasses
with net revenues approaching $400 million. The company
distributes umbrellas and related products primarily under the
"totes" and "Raines" brands, cold-weather products (gloves and
hats) including under the "Isotoner", "Dockers", "Manzella",
"Grandoe" and C9 brands, and slippers and sandals, under the
"Isotoner" and "Acorn" brands as well as private labels. The
company will be owned by Freeman Spogli & Co. and Investcorp
following its acquisition from previous private equity sponsor
MidOcean Partners. Totes' fiscal year ends on July 31.


INDYMAC BANCORP: 9th Circ. Cancels Oral Argument In D&O Saga
------------------------------------------------------------
Law360 reported that reversing course, the Ninth Circuit agreed to
pull the plug on an oral argument planned for a settled $80
million directors and officers coverage fight involving IndyMac
Bancorp Inc.'s bankruptcy trustee, the Federal Deposit Insurance
Corp. and former IndyMac executives.

According to the report, the appeals court took the April 7 oral
argument off its calendar and ordered the parties to report back
by May 30 on their progress in finalizing the statement. The Ninth
Circuit turned heads by initially refusing to cancel the argument
despite the announcement of a settlement with insurers, the report
related.  Though the insurers have worked out a definitive
settlement agreement with some parties, a bankruptcy court still
has to clear the way for other settlements to be finalized, the
Ninth Circuit previously noted.

The case is XL Specialty Insurance Co, et al v. Alfred Siegel, et
al., Case No. 12-56275 (9th Cir.).

                      About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection (Bankr.
C.D. Cal. Case No. 08-21752) on July 31, 2008.  Representing
the Debtor are Dean G. Rallis, Jr., Esq., and John C. Weitnauer,
Esq.  Bloomberg noted that Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


INSTITUTIONAL SHAREHOLDER: Moody's Assigns B3 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned new ratings to Institutional
Shareholder Services ("ISS"), including B3 Corporate Family and
Senior Secured Ratings, and a B3-PD Probability of Default Rating.
Proceeds from new first and second lien loans, along with an
equity contribution from Vestar Capital Partners, will be used to
fund Vestar's $377 million acquisition (including $13 million of
transaction expenses) of ISS (representing roughly 9.0 times ISS's
adjusted EBITDA). The ratings outlook is stable.

Ratings Rationale

At approximately 6.2 times, pro-forma at closing, ISS's debt-to-
EBITDA (including Moody's standard adjustments) is high, but in
line with other companies rated at the B3 level. Moody's believes
that, given ISS's strong, low- to mid-30% EBITDA margins, the high
leverage is sustainable, even given the company's small,
approximately $125 million revenue base. However, Moody's also
believe top-line growth will be limited (at about 2 or 3%
annually) because price increases, planned for after the spinoff,
have been untested while ISS has been a captive MSCI business
unit, and because virtually all revenue growth over the past
couple of years has come solely from corporate-executive-
compensation consulting services that have been driven by the
passage, in 2011, of Dodd-Frank "say for pay" mandates. With
minimal required debt amortization and minimal expected growth in
EBITDA at ISS, Moody's believes leverage will remain high over the
intermediate term, although good cash flows and low capex
requirements will allow for substantial cash buildup. ISS's
diverse institutional and corporate client base, and its
subscription-driven model, which accounts for more than 90% of
revenues, allow for a predictable revenue stream.

Moody's stable outlook derives from a handful of factors that it
believes will continue to support ISS's model: expanding, dynamic
regulatory and compliance requirements; corporate clients
increasingly viewing governance as an "asset" that can attract
investor interest; more investor and regulatory focus on executive
compensation; and increasing shareholder activism.

Given ISS's relatively small scale, narrow product focus, and
weakly growing (albeit stable) top line, a rating upgrade would
require materially stronger operating and credit metrics.
Meaningful revenue growth, stemming from international expansion,
incremental-product bundling, greater market penetration, and the
successful passage of price increases, could lead to higher
absolute levels of earnings and cash flows, which in turn can
bring down leverage. Moody's would consider an upgrade if revenues
can grow in the mid- to upper-single-digit percentages and
leverage, consequently, falls to under 5.0 times. The B3 rating
allows for some leeway in leverage, but Moody's would consider a
downgrade if a substantial revenue falloff, while unexpected, were
to materialize.

  Senior secured first lien credit facilities due 2020 and 2021,
  B2; LGD3, 34%

  Senior secured second lien credit facility due 2022, Caa2;
  LGD5, 87%

Based in Rockville, MD, ISS is a leading, global provider of
corporate governance services (such as facilitating the voting of
proxies) for institutional investors, and for public corporate
clients looking to improve their governance practices. Moody's
estimates ISS's 2014 revenues at $125 million.


INTERFAITH MEDICAL: Amends DIP Order to Increase Loan Amount
------------------------------------------------------------
Interfaith Medical Center, Inc., and the Dormitory Authority of
the State of New York, entered into a court-approved third
stipulation modifying the Final DIP Order to further increase the
Initial Loan Commitment from $27,350,000 to $37,350,000.  The
parties also agreed that the date first written in the Definition
of ?Loan Maturity Date? is modified from January 31, 2014 to April
14, 2014, and the Challenge Deadline for the Official Committee of
Unsecured Creditors is extended to May 1, 2014.

                About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


JEWISH COMMUNITY CENTER: Estate Fully Administered, Case Closed
---------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey on March 12, 2014, entered a final decree
closing the Chapter 11 case of Jewish Community Center of Greater
Monmouth County.

The Court said in its order that the estate of the Debtor has been
fully administered, and Catherine E. Youngman is discharged as
trustee of the estate, and the bond is canceled.

The Court confirmed the Debtor's Chapter 11 Plan on Aug. 28, 2013.

As reported in the Troubled Company Reporter on July 30, 2012, the
Debtor filed the Plan and Disclosure Statement on June 22,
2012.  The salient terms are:

    * TD Bank, N.A., holder of a secured claim of $6.71 million,
      will receive monthly interest payments on the total amount
      of the undisputed claim at the variable interest rate of
      30-day LIBOR plus 2% commencing on the Effective Date.
      Beginning at the end of the 13 month following the Effective
      Date, Debtor will in addition to the interest payment make a
      monthly principal payment based upon a 30 amortization
      schedule with a balloon payment at the end of the 72 months.

    * Holders of general unsecured claims estimated to total
      $1.66 million will be paid 25% of their claims unless the
      holder of any allowed unsecured claim elects to receive 100%
      of its claims with payments commencing one year after the
      Effective Date for 60 months thereafter, secured by a third
      mortgage against the Property.

    * Member interests will be extinguished as of the Effective
      Date.  All existing or pending rights to signage or
      dedications relating to the building will be extinguished.

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

     http://bankrupt.com/misc/Jewish_Comm_DS_062212.pdf

                  About Jewish Community Center

Headquartered in Deal Park, New Jersey, Jewish Community Center of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


LAFAYETTE YARD: Court Okays Waterford Settlement
------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey has approved the agreement Lafayette Yard
Community Development Corp. made with Waterford Hotel Group Inc.,
which calls for the turnover of funds held by the company.

As reported by the Troubled Company Reporter on March 3, 2014,
Waterford Hotel has been holding funds belonging to Lafayette in
the amount of $79,554 since the termination of their 2008
contract, under which Waterford managed the hotel owned by the
company in Trenton.  Under the settlement, Waterford will retain
$15,704 while the rest of the funds will be turned over to
Lafayette.  The companies also agreed to mutually release each
other from any claims, whether known or unknown.

The Court directed Wells Fargo Bank, N.A., to unfreeze the bank
account in the name of "Lafayette Yard Community Development Corp
dba The Trenton Marriott at Lafayette Yard" ending in ****2388 and
transfer the monies in those accounts to the attorney trust
account maintained by Wong Fleming.

The Official Committee of Unsecured Creditors objected to the
settlement on Feb. 27, 2014, stating that "while the settlement
motion makes blanket statements that LYCDC and Waterford reviewed
an accounting of monies held by Waterford before entering into the
settlement agreement, it is completely devoid of any information
to support the broad releases being provided to Waterford.  Given
that the proposed settlement was negotiated and executed prior to
the Petition Date, it is important to know who conducted the
analysis and investigation of potential claims against Waterford
on behalf of LYCDC before the Court approves the settlement."

                      About Lafayette Yard

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23,
2013.  The hotel went into bankruptcy when the city of Trenton and
the state declined to continue covering losses.

The 197-room hotel opened in 2002 and needs renovation, according
to court papers. Situated on 3.7 acres, it's owned by not-for-
profit Lafayette Yard Community Development Corp.  There is $29.9
million in long-term debt, including $14.4 million in tax-exempt
bonds.

The Debtor is represented by Gregory G. Johnson, Esq., at
Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.

Lafayette Yard Development Corporation $432,633 in assets and
$33,583,834 in liabilities as of the Chapter 11 filing.

The U.S. Trustee has selected three creditors to serve on the
Official Committee of Unsecured Creditors.


LARSEN ROAD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Larsen Road Green Bay
        A Wisconsin Limited Partnership
        300 N. Main St., Suite 300
        Oshkosh, WI 54901

Case No.: 14-24324

Chapter 11 Petition Date: April 14, 2014

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Mark L. Metz, Esq.
                  LEVERSON & METZ, S.C.
                  225 E. Mason St., Suite 100
                  Milwaukee, WI 53202
                  Tel: 414-271-8502
                  Fax: 414-271-8504
                  Email: mlm@levmetz.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Peter Jungbacker, president of general
manager.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ashwaubenon Water                  Trade Debt            $20,808

Blindauer Sheet Metal & Roof       Trade Debt             $1,000

CliftonLarsonAllen                 Services rendered      $1,500

Darkside Ventures II, d/b/a        Security Deposit         $500
Halloween Express

GG Green Bay Fitness               Trade debt            $21,960

Great Lakes Roofing                Trade Debt             $1,234

Green Valley Landscape             Trade Debt               $400
Management LLC

Healthy Home Inspections LLC       Trade Debt               $100

Hobbytown USA                      Security Deposit       $6,375

Keller                             Trade Debt            $19,023

Lighthouse Christian Books         Security Deposit       $8,910

Ragatz LLP                         Promissory Note      $225,334
2334 Lake Mendota Drive
Madison, WI 53705
262-364-5534

Reader Plumbing & Septic Inc.      Trade Debt               $119

Square One Restoration, Inc.       Trade Debt            $19,012

Steinhilber, Swanson & Mares       Services rendered      $3,000

TLC Sign                           Trade Debt               $267

Veterans Mechanical Service        Trade Debt               $267

WILC/Ashwaubenon LP                Promissory Note    $2,002,977
13400 Bishop's Lane, Suite 100
Brookfield, WI 53005
262-364-5534

Wisconsin Investment LLC           Promissory Note      $225,334
13400 Bishop's Lane, Suite 100
Brookfield, WI 53005
262-364-5534

WPS                                Utility service       $3,809


LEO MOTORS: Asher Enterprises Reports 9.9% Equity Stake
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Asher Enterprises, Inc., reported that as of
April 9, 2014, it beneficially owned 8,030,327 shares of common
stock of Leo Motors, Inc., representing 9.9 percent (based on the
total of 80,383,662 outstanding shares of Common Stock).  A copy
of the regulatory filing is available at http://is.gd/PLKD6d

                           About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

The Company reported a net loss of $1.9 million on $25,605 of
revenues in 2012, compared with a net loss of $5.4 million on
$920,587 of revenues in 2011.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, John Scrudato CPA, in Califon, New
Jersey, expressed substantial doubt about Leo Motors' ability to
continue as a going concern, citing the Company's significant
losses since inception of $16.2 million and working capital
deficit of $632,161.

The Company's balance sheet at Sept. 30, 2013, showed $1.58
million in total assets, $2.10 million in total liabilities and a
$511,693 total deficit.


LIGHTSQUARED INC: Lenders Protest Exclusion From Conference
-----------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that the judge
in LightSquared Inc.'s bankruptcy has been excluding some parties
from closed-door conferences, possibly hindering a resolution of
the case, two companies underwriting the wireless broadband
provider's reorganization said.

According to the report, the lenders, Melody Business Finance LLC
and Centaurus Capital LP, wrote a letter to U.S. Bankruptcy Judge
Shelley Chapman in Manhattan on March 26 to address what they
called their "exclusion" by the court from an off-the-record
conference in her chambers on March 25.

Philip Falcone's LightSquared is seeking approval of a bankruptcy
exit plan that would put Dish Network Corp. Chairman Charles Ergen
at the back of the line to be repaid and close a two-year battle
for control of the company's airwaves, the report related.
Hearings are under way to determine the status of Ergen's $1
billion claim and get approval of the reorganization.

Melody and Centaurus are both underwriting part of a loan
LightSquared plans to use to exit bankruptcy, and both said they
already agreed to confidentiality provisions in the case, the
report further related.  Their exclusion is "counterproductive to
fostering the very consensus that the court is trying to achieve,"
the lenders wrote in the letter obtained by Bloomberg News.

LightSquared's plan would value the company at $7.7 billion, and
parties including the lenders would supply $1.65 billion in
debtor-in-possession financing plus $1 billion in exit financing,
the report said.

                     About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Falcone Touts Confidence In Firm's Post-Ch. 11
----------------------------------------------------------------
Law360 reported that the man behind LightSquared Inc.'s majority
shareholder, Harbinger Capital Partners LLC, said that he still
firmly believes the bankrupt company will receive federal
regulatory approval to use certain wireless spectrum and
subsequently boost its value for shareholders.

According to the report, Phil Falcone, appearing as a witness in a
trial over LightSquared's proposed bankruptcy exit plan, has long
held that LightSquared will win approval from the Federal
Communications Commission to license spectrum that complements the
spectrum it already controls.

                     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.


LIME ENERGY: John O'Rourke Quits as Director
--------------------------------------------
John O'Rourke resigned from the board of directors of Lime Energy
Co., effective April 9, 2014.  Mr. O'Rourke had no disagreements
with the Company known to any executive officer of the Company.

                          About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy disclosed in regulatory filings in July 2013 it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.

As of Sept. 30, 2013, the Company had $33.15 million in total
assets, $26.70 million in total liabilities and $6.45 million in
total stockholders' equity.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $12.58 million.  The Company incurred a net loss of
$31.81 million in 2012 as compared with a net loss of $18.93
million in 2011.

BDO USA, LLP, 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 and negative cash flow from operations
that raise substantial doubt about its ability to continue as a
going concern.


M/A-COM TECHNOLOGY: Moody's Assigns 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to the debt of the M/A-
COM Technology Solutions Holdings Inc ("M/A-Com")-- Corporate
Family Rating (CFR) of Ba3 and Probability of Default Rating (PDR)
of Ba3-PD, and a Ba3 (LGD3-48%) rating to the $450 million Senior
Secured Credit Facilities. The rating outlook is stable.

Ratings Rationale

The Ba3 CFR reflects M/A-Com's small scale as a niche player in
the analog semiconductor market, which is characterized by long
product life cycles and stable revenues compared to the overall
semiconductor market. Moreover, M/A-Com's fab-lite operating model
tends to result in fairly stable free cash flow (FCF) due to a
large portion of outsourced production and thus limited required
capital expenditures. The rating also reflects the starting
leverage of nearly 5x debt to EBITDA (LTM December 31, 2013,
Moody's adjusted) pro forma for the Mindspeed acquisition, which
is high for the Ba category given M/A-Com's small revenue base,
though Moody's expect rapid deleveraging over the near term as
M/A-Com reduces Mindspeed's cost structure and uses Free Cash Flow
("FCF") to reduce debt.

The Ba3 rating of the Senior Secured debt, which equals the Ba3
CFR, reflects the single class of debt, the absence of financial
maintenance covenants, and the limited cushion of subordinated
liabilities in the capital structure. The Speculative Grade
Liquidity rating of SGL-2 reflects M/A-Com's good liquidity, which
is supported by consistent FCF due to the fab-lite manufacturing
model and the long product life cycles, the large cash balance,
and $100 million secured revolver, which Moody's expect will
remain undrawn.

The stable outlook reflects Moody's expectation that Mindspeed
will be integrated into M/A-Com without any significant
operational disruption and that the combined company will generate
revenue growth in the upper-single digits over the next 12 months.
Moody's expect that M/A-Com will generate annual cash from
operations (Moody's adjusted) of at least $75 million, which will
comfortably cover capital expenditures of less than $25 million.

Although a ratings upgrade is unlikely over the next year due to
the high leverage and the small revenue base. Over the
intermediate term the ratings could be upgraded if M/A-Com builds
scale and generates organic revenue growth at levels suggesting
significant market share expansion. Moody's would expect the
EBITDA margin (Moody's-adjusted) to be sustained above the upper
twenties percent level. Moody's would also expect progress on
reducing leverage through both debt repayment and improved
profitability. Moody's would expect that leverage would be
consistently modest, with debt to EBITDA (Moody's adjusted)
maintained below 3.0x.

The ratings could be lowered if the integration of Mindspeed does
not raise M/A-Com's EBITDA margin (Moody's adjusted) into the mid-
twenty percent level or if M/A-Com's revenue growth trails that of
its key competitors, indicating a loss of market share. The rating
could also be lowered if M/A-Com does not make steady progress
towards reducing leverage to below 3.5x EBITDA (Moody's adjusted)
over the next year.

M/A-Com, based in Lowell, Massachusetts, is a fab-lite
semiconductor firm that produces high performance analog
communication semiconductor products across the radiofrequency
spectrum, including integrated circuits, diodes, power amplifiers
and transistors, that are used in various end-market applications,
including cellular telephony backhaul, military and commercial
RADAR, car navigation systems, and cable TV set-top boxes.

Assignments:

Issuer: M/A-COM Technology Solutions Holdings, Inc.

  Probability of Default Rating, Assigned Ba3-PD

  Speculative Grade Liquidity Rating, Assigned SGL-2

  Corporate Family Rating, Assigned Ba3

  Senior Secured Bank Credit Facility, Assigned Ba3

  Senior Secured Bank Credit Facility, Assigned Ba3

  Senior Secured Bank Credit Facility, Assigned a range of LGD3,
  48 %

  Senior Secured Bank Credit Facility, Assigned a range of LGD3,
  48 %

Outlook Actions:

Issuer: M/A-COM Technology Solutions Holdings, Inc.

Outlook, Stable


M/A-COM TECHNOLOGY: S&P Assigns Prelim. 'B+' CCR; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a preliminary
'B+' corporate credit rating to Lowell, Mass.-based M/A-COM
Technology Solutions Holdings Inc.  The outlook is stable.

S&P also assigned its preliminary 'BB-' issue level rating and
preliminary '2' recovery rating to the company's proposed $100
million revolving credit facility due 2019 and proposed $350
million term loan due 2021.  The preliminary '2' recovery rating
indicates S&P's expectation of substantial (70%-90%) recovery in
the event of payment default.

"The ratings on M/A-COM reflect the company's 'weak' business risk
profile (as defined by our criteria), incorporating the company's
limited scale, short track record operating at the current revenue
level, narrow focus on a subsector of the analog semiconductor
industry, and end-market concentration," said Standard & Poor's
credit analyst James Thomas.

S&P considers M/A-COM's financial risk profile to be "aggressive"
reflecting its expectation for leverage greater than 3x over the
next two years, potential for volatility in revenue and cash
flows, and that an acquisitive growth strategy may lead to
increased leverage.  S&P views the industry risk as "moderately
high," the country risk as "low," and the company's management and
governance as "fair."

The outlook is stable, reflecting S&P's expectation that M/A-COM
will be able to successfully integrate MindSpeed, leading to
improved margins and lower leverage to the mid-to-low 3x area over
the next fiscal year.

S&P could lower the rating if business performance deteriorated
due to failure to secure critical design wins, leading to a
significant EBITDA decline or an additional large debt-financed
acquisition resulted in leverage above 4x.

Given the company's limited scale when compared to industry peers
in the "BB" category, an upgrade is unlikely over the next year,
although S&P could consider an upgrade over the longer term if the
firm is able to successfully execute its growth plans and achieve
and sustain below 3x.


MACH GEN: Milbank Tweed Approved as Bankruptcy Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on April 10
authorized MACH Gen, LLC, et al., to employ Milbank, Tweed, Hadley
and McCloy LLP as counsel.

Milbank's services to the Debtors include:

   1. advising the Debtor with respect to their rights, powers
      and duties in the continued operation of their businesses
      and management of their properties;

   2. attending meetings and negotiating with representatives
      of creditors and other parties-in-interest, including
      governmental authorities, as necessary; and

   3. advising the Debtor in connection with any potential asset
      disposition.

Tyson M. Momazow, Esq., a partner at Milbank, assures the Court
that Milbank is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                         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: Richards Layton Approved as Bankruptcy Co-Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court on April 10 authorized MACH Gen, LLC et
al., to employ Richards, Layton & Finger, P.A. as their bankruptcy
co-counsel.

James K. Teringo, Jr., Esq., attested 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:

       Position                  Range of Hourly Rates
       --------                  ---------------------
       Directors                 $560 to $800 an hour
       Counsel                   $490 an hour
       Associates                $250 to $465 an hour
       Paraprofessionals         $225 an hour

Prior to the Petition Date, MACH Gen paid RL&F a total retainer of
$100,000, which was periodically drawn from and replenished, in
connection with and in contemplation of the Chapter 11 Cases.
MACH Gen requests that the retainer monies paid to RL&F and not
expended for prepetition services and disbursements be treated as
an evergreen retainer to be held by RL&F as security throughout
the Chapter 11 Cases until RL&F's fees and expenses are awarded by
final order and payable to RL&F.

                         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.


METRO FUEL: Global Settlement OK'd; May 6 Case Conversion Hearing
-----------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York has approved Metro Fuel Oil Corp., et
al.'s global settlement agreement with the Official Committee of
Unsecured Creditors, Paul J. Pullo Jr. and Gene V. Pullo, New York
Commercial Bank, Valley National Bank, Rochester Fund Municipals
and Limited Term New York Municipal Fund, U.S. Bank, N.A., Trufund
Financial Services, Inc., Hess Corporation, Global Companies LLC,
and Phillips 66 Company.

As reported by the Troubled Company Reporter on April 7, 2014,
Hess supported the approval of the Global Settlement, while
William K. Harrington, U.S. Trustee for Region 2, objected to the
settlement's approval.  The U.S. Trustee claimed that, among other
things, the Global Settlement divests the Debtors' principals of
possession and control of the estates and places the control of
the Chapter 11 cases in the hands of an estate representative who
takes direction from a steering committee of creditors.

The Debtors and the Committee stated in a court filing dated
April 3, 2014, that the Global Settlement brings a far greater
recovery into the estate than would be available under any other
alternative scenario, especially conversion of the Chapter 11
cases to cases under Chapter 7.  The Global Settlement provides
that the Debtors' estates will receive an approximate distribution
of $3.7 million, which is derived from two sources: (1) the
$17.5 million Pullo settlement payment, and (2) the Debtors'
escrowed sale proceeds and cash on hand.  According to the Debtors
and the Committee, administrative creditors could expect to
receive a recovery of approximately 47% of their claims.  Bayside
Fuel Oil Depot Corp. is expected to recover at least $1,028,138
pursuant to the terms of the Global Settlement Agreement, an
amount that represents 47% of the $2,187,527.88 Section 503(b)(9)
claims Bayside asserted against the Debtors' estates.

As reported by the Troubled Company Reporter on March 31, 2014,
Stuart I. Gordon, Esq., at Rivkin Radler LLP, the attorney for
Bayside, claimed that, among other things, (i) the March 2013
auction sale conducted by the Debtors resulted in general
unsecured creditors receiving nothing; and (ii) the cases are
administratively insolvent and the Debtors are no longer
operating, having sold substantially all of their operating assets
to United Metro Energy Corp.  The TCR reported on June 26, 2013,
that NYCB also claimed that the Debtors' estates have been
administratively insolvent, with no viable method of exit other
than conversion to Chapter 7.

A hearing to consider the conversion motions, along with the
motions to extend or modify exclusive periods, is scheduled for
May 6, 2014, at 10:30 a.m. (Prevailing Eastern Time).

NIC Holding is represented by:

      Brian R. Zurich, Esq.
      Pepper Hamilton LLP
      Suite 400
      301 Carnegie Center
      Princeton, NJ 08543-5276
      Tel: (609) 452-0808
      Fax: (609) 452-1147

               and

      Henry J. Jaffe, Esq. (admitted pro hac vice)
      John H. Schanne, II, Esq. (admitted pro hac vice)
      Hercules Plaza, Suite 5100
      1313 Market Street
      P.O. Box 1709
      Wilmington, DE 19899-1709
      Tel: (302) 777-6500
      Fax: (302) 421-8390

NYCB is represented by:

      Loeb & Loeb LLP
      William M. Hawkins, Esq.
      Daniel B. Besikof, Esq.
      345 Park Avenue
      New York, New York 10154-0037
      Tel: (212) 407-4000
      Fax: (212) 407-4990

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and David
Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed a seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for the base purchase price of
$27,000,000, subject to adjustments.


MF GLOBAL: Parent Sues PricewaterhouseCoopers for $1 Billion
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MF Global Holdings Ltd. sued PricewaterhouseCoopers
LLP for "egregious professional malpractice" for the manner in
which it allowed the now-defunct broker to account for
transactions in European sovereign debt that led to the company's
demise.

According to the complaint filed under the MF Global parent's
confirmed Chapter 11 plan, the accounting firm gave "flatly
erroneous accounting advice" when it allowed the brokerage to
treat so-called repo-to-maturity transactions as sales rather than
as secured transactions, the report related.

The off-balance sheet accounting allowed by PricewaterhouseCoopers
allowed MF Global to amass large positions in sovereign debt that
drained the broker's capital when the securities fell in value,
the report further related.  The complaint doesn't implicate the
accountants in MF Global's mishandling of $1.6 billion in customer
deposits.

According to the report, the accountants said in an e-mailed
statement that there have been several investigations and none has
found the accounting treatment to be wrong. "PwC is disappointed
that this meritless claim has been brought," the firm said.

MF Global treated the European debt transactions as sales, booking
revenue 21 months before the revenue was received, according to
the complaint seeking more than $1 billion in damages, the report
added.

The lawsuit is MF Global Holdings Ltd. v. PricewaterhouseCoopers
LLP, 14-cv-02197, U.S. District Court, Southern District of New
York (Manhattan).

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MF GLOBAL: Plan Head Raps PwC With $1B Malpractice Suit
-------------------------------------------------------
Law360 reported that MF Global Holdings Ltd.'s bankruptcy plan
administrator hit longtime outside auditor PricewaterhouseCoopers
LLP with a suit in New York federal court, alleging the accounting
expert's malpractice and negligence caused more than $1 billion in
damages in connection with European sovereign debt instruments.

According to the report, accusing PwC of extraordinary and
egregious professional malpractice and negligence, the suit says
the financial services firm had relied on PwC's "flatly erroneous"
accounting advice when it made billions of dollars in foreign
investments by using "repurchase to maturity" financing
transactions.

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MINI MASTER: Can Hire Jose Andino as Debt Collection Counsel
------------------------------------------------------------
Mini Master Concrete Services, Inc. sought and obtained permission
from the U.S. Bankruptcy Court for the District of Puerto Rico to
employ Jose E. Andino Delgado, Esq. as counsel for debt collection
services.

The Debtor seeks to employ the services of Mr. Andino to continue
providing the services as its special counsel under 11 U.S.C.
Section 327 (e).

The Debtor wishes to employ Mr. Andino, subject to Court approval,
on the basis of a 15% contingency fee for extrajudicial debt
collections, 20% contingency fee for cases that require the filing
of a collection claim, 20% contingency fee for collections
relative to closed accounts and returned checks for insufficient
funds, plus expenses.

The compensation to Mr. Andino shall be from funds as may be
available to the Debtor and to which the Debtor may be legally
entitled.

Mr. Andino 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.

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, in San Juan, serves as counsel.  The
Debtor disclosed $11,125,939 in assets and $10,148,437 in
liabilities.

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles A
Cuprill, PSC Law Office, also serves as counsel to Mini Master
Concrete.  The petition was signed by Carmen Betancourt,
president.


MINI MASTER: May Hire Jesus Nieves as Auditor
---------------------------------------------
Mini Master Concrete Services, Inc. sought and obtained permission
from the U.S. Bankruptcy Court for the District of Puerto Rico to
employ Jesus Mora Nieves, CPA as its auditor, to audit the
Debtor's balance sheet as of Mar. 31, 2014, and the related
statements of income, retained earnings, and cash flows for the
year then ended.

Mr. Nieves' compensation consists of a fee ranging from $9,000 to
$10,000 for the monitoring and audit of the year ending Mar. 31,
2014, to be payable upon presentation.

Mr. Nieves 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.

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, in San Juan, serves as counsel.  The
Debtor disclosed $11,125,939 in assets and $10,148,437 in
liabilities.

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles A
Cuprill, PSC Law Office, also serves as counsel to Mini Master
Concrete.  The petition was signed by Carmen Betancourt,
president.


MINI MASTER: Can Hire Alice Net Carlo as Special Counsel
--------------------------------------------------------
Mini Master Concrete Services, Inc. sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Puerto Rico to employ Alice Net Carlo, Esq. ("Ms. Net") as the
Debtor's special counsel, to conclude the process of collection
cases filed by her before the courts of the Commonwealth of Puerto
Rico.

The Debtor wishes to retain Ms. Net on the basis of a 25%
contingency fee, plus expenses, to be compensated upon application
and the approval of the Court, rates which are
considered to be reasonable and fair, in line with services
comparable to those performed on behalf of other clients.

The compensation to Ms. Net shall be from such funds as may be
available to the Debtor and to which the Debtor may be legally
entitled.

Ms. Net 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.

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, in San Juan, serves as counsel.  The
Debtor disclosed $11,125,939 in assets and $10,148,437 in
liabilities.

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles A
Cuprill, PSC Law Office, also serves as counsel to Mini Master
Concrete.  The petition was signed by Carmen Betancourt,
president.


MOMENTIVE PERFORMANCE: RSA Requires Plan Order in 4 Months
----------------------------------------------------------
Momentive Performance Materials Inc., the silicones and quartz
products manufacturer owned by Leon Black's Apollo Global
Management LLC., sought bankruptcy protection after signing a deal
with noteholders of a balance sheet restructuring that will
eliminate $3 billion in debt.

Pursuant to a Restructuring Support Agreement, holders of 85% of
the outstanding second lien notes have agreed to support a chapter
11 plan to be proposed by the Debtors that provides for payment in
full payment in full in cash to the Debtors' general unsecured
creditors and over $1.3 billion in claims owing under their first
lien credit facilities, and conversion of $1.34 billion of second
lien notes into the new equity of the reorganized Debtors.

The Debtors have secured a commitment for postpetition debtor-in-
possession credit facilities totaling $570 million that, if
approved by the Court, will fund the Debtors' operations during
these chapter 11 cases.  The same lenders have also committed,
subject to certain conditions, to provide exit financing to the
Debtors in connection with the consummation of a chapter 11 plan,
consisting of a $270 million exit asset-based revolving credit
facility and a $1 billion exit term loan.

                   Prepetition Capital Structure

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The
Company's projected 2014 annualized cash interest expense on its
fixed-rate obligations, absent these cases, would be $288 million.
The components of the Debtors' outstanding indebtedness are:

   -- A revolving credit facility with maximum aggregate
availability of $270 million (the "ABL Facility") with lenders,
and JPMorgan Chase Bank, N.A., as Administrative Agent.  As of the
Petition Date, the borrowing base reflecting various reserves was
determined to be $270 million, and the Company had $71 million of
issued and outstanding letters of credit and $166 million of
revolver borrowings under the ABL Facility.

   -- A revolving credit facility with maximum aggregate
availability of $75 million with General Electric Capital
Corporation as designated lender, and JPMorgan Chase Bank, N.A.,
as administrative agent and collateral agent. As of the Petition
Date, $20.7 million was currently outstanding under the Cash Flow
facility.

   -- $1.1 billion of 8.875% First-Priority Senior Secured
Notes due 2020 ("First Lien Notes") issued by MPM pursuant to an
Indenture dated as of October 25, 2012, with The Bank of New York
Mellon Trust Company, N.A., as indenture trustee.

   -- $250 million of 10% Senior Secured Notes due 2020 ("1.5 Lien
Notes") issued by MPM pursuant to an Indenture dated as of May 25,
2012, with The Bank of New York Mellon Trust Company, N.A., as
indenture trustee.

   -- Approximately $1.161 billion of 9% Second-Priority Springing
Lien Notes due 2021 and EUR133 million 9.5% Second-Priority
Springing Lien Notes due 2021 issued by MPM pursuant to an
Indenture dated as of November 5, 2010, with The Bank of New York
Mellon Trust Company, N.A., as indenture trustee.

   -- $382 million in aggregate principal amount of unsecured
11.5% Senior Subordinated Notes due 2016 issued by MPM pursuant to
an Indenture dated as of December 4, 2006, with Wells Fargo Bank,
National Association, as indenture trustee.

   -- pay-in-kind unsecured 11% Senior Discount Note, due June 4,
2017, with an original principal amount of $400 million issued by
MPM Holdings in connection with the purchase of the Debtors from
GE in December 2006.  As of Dec. 31, 2013, the aggregate principal
amount outstanding on the Holdings PIK Note was $854 million.

Apollo owns 90.4% of the outstanding common equity interests in
Holdings LLC, the ultimate parent of the Debtors.  GE Capital
Equity Investments, Inc. holds approximately 6.3% of the
outstanding common equity interests in Holdings LLC, with the
remainder held by certain institutional investors, as well as
certain current or former employees, officers or directors of the
Company, Holdings LLC or MSC.

                   Restructuring Support Agreement

The Debtors, Apollo and Second Lien Noteholders entered into a
Restructuring Support Agreement, which provides that the
Noteholders will support, and vote in favor of, a chapter 11 plan
that provides for:

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

  (b) conversion of the Second Lien Notes into the new equity of
the reorganized Debtors (subject to dilution by a management
incentive plan and the new equity to be issued by the rights
offering),

  (c) subscription rights to holders of Second Lien Notes in a
$600 million rights offering, giving such holders the opportunity
to purchase a percentage of the new equity of the reorganized
Debtors at a price per share determined by using the pro forma
capital structure and an enterprise value of $2.2 billion and
applying a 15% discount to the equity value thereto,

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

   (e) no recovery to the holders of Subordinated Notes on account
of the subordination provisions set forth in the indenture .

The Second Lien Noteholders have agreed, subject to definitive
documentation, to backstop the $600 million rights offering in
exchange for a fee, payable in new equity, of an additional 5% of
the Rights Offering Amount.  This fee is payable in kind at the
closing of the rights offering, or in cash, if the Debtors
terminate the backstop commitment.

The Plan also provides that the reorganized Debtors will hire a
new chief executive officer, chief financial officer, and general
counsel which will not be shared with MSC under the Shared
Services Agreement, and that the Agreement will be amended to
provide for certain transition services in the event of a
termination.

The Debtors anticipate that they will file the Plan and an
accompanying disclosure statement in the near term, and will
promptly seek this Court's approval of a backstop commitment
agreement, the Restructuring Support Agreement, and subsequently,
the disclosure statement and confirmation of the Plan.

                           Milestones

Noteholders can terminate the RSA if the Debtors fail to:

   -- obtain an interim order approving the DIP facility within
three calendar days after the date of the commencement of the
Chapter 11 cases;

   -- execute and file with the Bankruptcy Court the backstop
commitment agreement on or before 11:59 p.m. (prevailing New York
City time) on April 28, 2014;

   -- obtain final approval of the DIP facility within 60 calendar
days after the Petition Date;

   -- obtain approval of the RSA, and the Backstop Commitment
Agreement within 60 calendar days after the Petition Date;

   -- obtain approval of the Disclosure Statement within 75
calendar days after the Petition Date;

   -- amend the SSA within 75 calendar days after the Petition
Date;

   -- obtain an order approving the Plan within 120 calendar days
after the Petition Date; and

   -- consummate the Plan and rights offering within 180 calendar
days from the Petition Date.


                         Road to Bankruptcy

According to William H. Carter, CFO, Executive Vice President and
Director, since 2011, the Company has experienced significant
deterioration in its financial performance, primarily attributable
to a fundamental shift in industry dynamics, including industry-
wide overcapacity, causing severe price pressure for the Company's
basic products, and the commoditization of lower-end specialty
products, which have collectively given rise to decreased profit
margins industry-wide.

Since 2011, the Company has cumulatively paid $739 million in cash
interest payments on its funded indebtedness, which gave rise to
$437 million in negative free cash flow over such time period.

The Debtors have substantial indebtedness, leading them to be
levered at approximately 16 times their 2013 EBITDA.  The nearly
$300 million in annual interest that the Debtors must pay on these
obligations has meant that the Debtors were free cash flow
negative in 2013 by over $200 million, rapidly draining the cash
available to the Company.  Ultimately, due to a lack of available
funds, the Debtors were unable to make interest payments totaling
$62 million due April 14, 2014 on the First Lien Notes and 1.5
Lien Notes, absent the additional liquidity available from debtor-
in-possession financing.  Further, one additional potential source
of liquidity, the Cash Flow Facility, matures at the end of
2014.

With an impending liquidity crisis at the Company, the Debtors
retained Moelis & Company as investment banker in November 2013,
and Willkie Farr & Gallagher LLP as restructuring counsel in
December 2013.

The Company's lack of liquidity and unsustainable capital
structure ultimately gave rise to the Debtors' decision to
commence the chapter 11 cases.

                       First Day Motions

To enable the Debtors to operate effectively postpetition and to
avoid adverse effects with respect to the chapter 11 cases, the
Debtors have requested various types of relief in "first day"
applications and motions filed with the Court, including a motion
seeking to have the Debtors' chapter 11 cases consolidated for
procedural purposes and jointly administered.

The Debtors are asking, among other things, for an extension by 46
days through and including June 12, 2014, of the deadline to file
schedules of assets and liabilities and statements of financial
affairs.

To aid in the administration of the Debtors' bankruptcy cases and
to further their reorganization efforts, the Debtors seek entry of
an order confirming the application of two key protections
provided by the Bankruptcy Code: the automatic stay provisions of
Section 362, and the anti-discrimination provisions of section
525.  The global nature of the Debtors' businesses, the fact that
numerous non-Debtor Global Affiliates are not part of this
reorganization process, and the Debtors' extensive dealings with
non-U.S. creditors who are unfamiliar with the protections
afforded chapter 11 debtors under the Bankruptcy Code require, out
of an abundance of caution, that an order implementing these
protections be entered by this Court.

The Debtors are seeking approval to pay $15.5 million for
prepetition claims of critical vendors and $2.3 million for claims
of foreign vendors, plus $13.3 million for vendors with claims
entitled to priority under Sections 503(b)(9) and 507(a)(2) of the
Bankruptcy Code.  The Debtors propose to condition the payment of
trade claims on the agreement of individual trade claimants to
supply goods and services to the debtors on the most favorable
trade terms that such trade claimant offered to the debtors prior
to the Petition Date.

A copy of the RSA filed together with the affidavit in support of
the first-day motions is available for free at:

   http://bankrupt.com/misc/Momentive_1st_Day_Affidavit_RSA.pdf

                   About Momentive Performance

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

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

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

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

Consenting Noteholders are represented by:

         Milbank, Tweed, Hadley & McCloy LLP
         1 Chase Manhattan Plaza
         New York, New York 10005
         Attn: Dennis F. Dunne, Esq.
               Samuel A. Khalil, Esq.
               Eric K. Stodola, Esq.
         Telecopy: (212) 822-5770
         E-mail: ddunne@milbank.com
                 skhalil@milbank.com
                 estodola@milbank.com

Apollo is represented by:

         Akin Gump Strauss Hauer & Feld LLP
         One Bryant Park
         New York, New York 10005
         Attn: Ira S. Dizengoff, Esq.
               Philip C. Dublin, Esq.
         Telecopy: (212) 872-1002
         E-mail: idizengoff@akingump.com
                 pdublin@akingump.com


MOMENTIVE PERFORMANCE: Gets Court OK to Access $430-Mil. Financing
------------------------------------------------------------------
Momentive Performance Materials Inc. on April 14 disclosed that
the U.S. Bankruptcy Court for the Southern District of New York
has issued a variety of "first-day" orders requested by the
Company.  The First Day Orders will help MPM continue operating
its business in normal course as MPM executes its balance sheet
restructuring.

Among other things, the Court has provided interim authorization
for MPM to access up to $430 million of its $570 million in
debtor-in-possession financing led by J.P. Morgan Securities LLC
as lead arranger.  The new financing, combined with cash generated
by the Company's ongoing operations, will be available to MPM to
meet its operational and restructuring needs; and on a pro forma
basis for [Mon]day's approvals, MPM will have over $300 million in
available liquidity.  The Court also approved MPM's requests to
continue paying employee wages and benefits and honoring customer
programs.

"The Court's approval of our first-day motions is a positive step
forward in our efforts to strengthen MPM's financial condition,"
said Craig O. Morrison, Chairman, President and CEO of MPM.  "With
these approvals, MPM can continue operating and funding its
business operations in the normal course.  We deeply appreciate
the ongoing partnership of our valued customers and are fully-
committed to continuing to provide them with the high-quality
products and services they expect from MPM throughout this
important process."

On April 13, 2014, MPM reached an agreement with certain of its
key stakeholders regarding the terms of a balance sheet
restructuring plan that will strengthen its financial position by
eliminating more than $3 billion of debt from MPM's balance sheet
and enhancing liquidity.  To implement this "pre-negotiated" plan,
MPM and its U.S. subsidiaries voluntarily filed to reorganize
under Chapter 11 of the U.S. Bankruptcy Code.  MPM's operations
outside the U.S. are not included in the Chapter 11 proceedings.
The restructuring relates solely to MPM and not to Momentive
Specialty Chemicals Inc. (MSC), which has a fully independent debt
capital structure and a separate and strong balance sheet.

                   About Momentive Performance

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

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

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

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


MOMENTIVE PERFORMANCE: Meeting to Form Creditors' Panel April 22
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 22, 2014, at 10:30 a.m. in
the bankruptcy case of MPM Silicones, LLC, et al.  The meeting
will be held at:

         80 Broad Street
         4th Floor
         New York, NY 10014
         212-510-0500

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                   About Momentive Performance

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

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

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

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


MONARCH COMMUNITY: Files Articles Supplement
--------------------------------------------
The State Department of Assessments and Taxation of Maryland
accepted the Articles Supplementary filed by Monarch Community
Bancorp, Inc., Redesignating and Reclassifying the authorized
shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series
A.  The Articles Supplementary eliminate the class of Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, and return these
shares to the status of "Preferred Stock."

A copy of the Articles Supplementary is available for free at;

                         http://is.gd/VFG4bn

                        About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

In their audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Grand
Rapids, Michigan, expressed substantial doubt about Monarch
Community's ability to continue as a going concern, noting that
the Corporation has suffered recurring losses from operations and
as of Dec. 31, 2012, did not meet the minimum capital requirements
as established by its regulators.

The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.

The Company's balance sheet at Dec. 31, 2013, showed
$171.05 million in total assets, $151.33 million in total
liabilities, and $19.72 million in stockholders' equity.


MT. GOX: Japanese Bank Denies Aiding Alleged Fraud
--------------------------------------------------
Law360 reported that Japan-based Mizuho Bank Ltd. denied that it
ignored an alleged fraud taking place under its nose at Mt. Gox,
telling an Illinois federal judge that it should be dismissed from
a class action against the bankrupt bitcoin exchange and its chief
executive officer.

According to the report, Mizuho was recently added as a defendant
in the suit, which accuses Mt. Gox CEO Mark Karpeles of defrauding
his customers. The bank, which held accounts for Mt. Gox and
processed wire transfers from its customers, allegedly turned a
blind eye to the fraudulent acts, the report said.

The case is Greene v. MtGox Inc. et al., Case No. 1:14-cv-01437
(N.D. Ill.) before Judge Honorable Gary Feinerman.

                       About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


NEPHROS INC: Joseph Jacobs, et al., Hold 67% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Joseph M. Jacobs and his affiliates disclosed
that as of March 14, 2014, they beneficially owned 26,739,985
shares of common stock Nephros, Inc., representing 67.07 percent
of the shares outstanding.  The reporting persons previously owned
18,443,052 common shares at Nov. 12, 2013.  A copy of the
regulatory filing is available at http://is.gd/Zaa5sd

                          About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Nephros reported a net loss of $3.26 million in 2012, a net loss
of $2.36 million in 2011, and a net loss of $1.9 million in 2010.
The Company's balance sheet at Sept. 30, 2013, showed $2.55
million in total assets, $2.12 million in total liabilities
and $430,000 in total stockholders' equity.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros' ability to continue as a going concern,
following its audit of the Company's financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has incurred negative cash flow from operations and net
losses since inception.


NEW CENTURY TRS: Augustin Claim Disallowed and Expunged
-------------------------------------------------------
In the Chapter 11 cases of New Century TRS Holdings, Inc.,
Bankruptcy Judge Kevin J. Carey sustained the Eighteenth Omnibus
Objection as it relates to proof of claim no. 3759 filed by Pierre
Augustin, and disallowed and expunged the Augustin claim in its
entirety.  A copy of the Court's April 10, 2014 memorandum is
available at http://is.gd/AxKWhVfrom Leagle.com.

                       About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NTG CLARITY: Refiles 2012 MD&A & Q2 2013 Interim Report
-------------------------------------------------------
NTG Clarity Networks Inc. on April 14 disclosed that following a
review by staff of the Ontario Securities Commission in connection
with the filing of the Company's annual consolidated financial
statements, notes and related Management's Discussion and Analysis
for the year ended December 31, 2012 and the interim consolidated
financial statements, notes and related Management's Discussion
and Analysis, the OSC has determined that Company is in default of
its continuous disclosure requirements under the Securities Act
(Ontario).  These filings amend those made on April 2, 2014.

1. For NTG's 2012 Annual Filings, the following have been
corrected:

-Expand/enhance the Company's revenue recognition policy

-Correct the label in Trade and Other Receivables, Note 12, now
on page 62 to read "Trade receivables after impairment" instead of
Related Party.

-Update Financial Risk Management Objectives and Policies, Note
21, under Liquidity Risk, now on page 68 to remove reference to
"operating losses in the current year" and ". . . to reach
profitable levels of operation".

-Update the MD&A to enhance analysis and comparisons and other
requirements of 51-102F1.

These changes have no effect on figures previously reported in the
2012 financial statements (the Audited Consolidated Statement of
Financial Position, the Audited Consolidated Statements of Changes
in Shareholders' Equity, the Audited Statement of Comprehensive
Income, or the Audited Consolidated Statement of Cash Flows).

2. For NTG's Q2 2013 Interim Filings, the following have been
corrected:

-revenue recognition policy found in Note 3 on page 31 should be
consistent with that of the revised 2012 Annual Filings (above)

-Condensed Consolidated Interim Statement of Cash Flow on page
28, remove long term debt from Operation Activities and correct
decrease in long term debt under Financing for three and six
months. Correct the accounts payable and accrued liabilities
number. Changes to MD&A section on Liquidity to reflect the
adjusted numbers.

-Under Operating Segments, Note 6 on page 50, for the Six Months
ended June 30, 2013, replaced the table with the correct 6 month
figures. Three months was mistakenly duplicated.

-Under Related Party Disclosures, Note 19, Key Management
Compensation, on page 66, corrected June 30, 2013 and June30, 2012
figures that were mistakenly reversed.

-Update the MD&A to enhance analysis and comparisons and other
requirements of 51-102F1.

-On Statement of Financial Position on page 25, correct typo for
June 30, 2013 Total non-current assets number to $3,081,461.

-On Statement of Comprehensive Income on page 26, Other Expenses,
add Write Down of investment of $2,489 for Six Month 2012
comparative. This was mistakenly left out. Adding of section
components remains the same.

These changes have no effect on figures previously reported in the
Interim Q2 2013 (the Condensed Consolidated Interim Statement of
Financial Position, the Condensed Consolidated Interim Statement
of Comprehensive Income, or the Condensed Consolidated Interim
Statement of Changes in Shareholders' Equity).

For Cash Flow:

-Increase in accounts payable and accrued liabilities changes to
$878,544 from $635,715 (for 3 months) and $878,227 from $635,398
(for 6 months)

Headquartered in Markham, Ontario, NTG Clarity Networks Inc. --
http://www.ntgclarity.com-- is a provider of telecommunications
engineering, networking and related software solutions. NTG is
engaged in developing niche software products directed at the
telecom service providers market.  NTG works in partnership with
its clients to provide a source of design, documentation and
implementation on an outsourcing or consulting basis.  The Company
provides network, telecom, information technology (IT) and
infrastructure solutions to medium and large network service
providers.  The Company's operations are located in North America
and internationally.  The Company offers professional telecom
services in North American market, professional services and
software development services.  Its products include mobile
applications, BUSINTEL, NTS utility billing, knowledge management,
SMART2GO and smart compounds.


NUVEEN INVESTMENTS: Moody's Puts 'B3' CFR on Review for Upgrade
---------------------------------------------------------------
Moody's has placed Nuveen Investments, Inc.'s B3 corporate family
rating on review for upgrade. The agency has also placed on review
for upgrade the company's B2 first lien senior secured term loan
rating, Caa1 second lien senior secured term loan rating, and Caa2
senior unsecured debt rating.

The rating actions follow the announcement by TIAA-CREF (Aaa, on
review for downgrade) on April 14 that it will acquire Nuveen,
which is currently owned by private equity sponsor, Madison
Dearborn Partners. The transaction is expected to close by year-
end.

Moody's does not expect an impact as a result of the planned
acquisition on the ratings of any of the closed-end funds managed
by Nuveen.

Ratings Rationale

Following successful completion of the transaction, a reduction in
Nuveen's outstanding debt is contemplated. In addition, Nuveen's
corporate family and debt ratings should benefit from implied
financial support from TIAA-CREF, given its very strong credit
profile and strategic commitment to the asset management business.

The magnitude of the impact on Nuveen's standalone corporate
family and debt ratings will be highly dependent on the level of
debt pay down following the transaction. If the debt pay down is
significant, Moody's are likely to view the resulting improvement
in Nuveen's financial flexibility as material enough to result in
an investment grade rating for Nuveen's corporate family rating.
The transaction should also provide benefit to Nuveen's market
position and business diversification through greater access to
TIAA-CREF's leading 403(b) retirement platform and strong
institutional relationships. However such revenue synergies would
likely accrue over a longer period of time.

Nuveen's B3 Corporate Family Rating is primarily driven by the
company's weak financial flexibility, characterized by high
financial leverage, weak profitability and elevated refinancing
risk. Nuveen's solid market position, strong distribution
capabilities and adequate liquidity profile, which are generally
consistent with higher rated asset managers, are also incorporated
into the rating. The company's refinancing and deleveraging
strategy is also reflected in the B3 rating.

The list of Nuveen's ratings following the rating action is as
follows:

  Corporate family rating: B3; Under review for upgrade

  First lien senior secured term loan: B2; Under review for
  upgrade

  Second lien senior secured term loan: Caa1; Under review for
  upgrade

  Senior unsecured: Caa2; Under review for upgrade

The last rating action on Nuveen was on February 28, 2014, when
all ratings were affirmed.

The principal methodology used in this rating was Asset Managers:
Traditional and Alternative, published in February 2014.

Nuveen is headquartered in Chicago, and managed approximately $221
billion as of December 31, 2013.


NUVEEN INVESTMENTS: S&P Puts 'B-' ICR on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B-' issuer
credit rating on Nuveen Investments Inc. on CreditWatch with
positive implications.  S&P also placed its 'B' issue rating on
Nuveen's senior secured first-lien term loan and revolver and its
'CCC' issue rating on its senior unsecured notes and senior
secured second-lien term loan on CreditWatch positive.

The CreditWatch action follows Teachers Insurance and Annuity
Association - College Retirement Equities Fund's (TIAA-CREF)
announcement that it is planning to acquire Nuveen from its
current owner, private equity firm Madison Dearborn Partners.  The
acquisition price is $6.25 billion, inclusive of Nuveen's
outstanding debt. TIAA-CREF has indicated that Nuveen will operate
as a stand-alone unit within TIAA-CREF's Asset Management,
retaining its current multiboutique business model.  The companies
expect to complete the transaction by year-end 2014, subject to
customary closing conditions.

"In our view, this transaction could improve Nuveen's business and
financial profiles by creating new growth opportunities, reducing
the company's outstanding debt, and supporting cash flow
generation by lowering interest expenses," said Standard & Poor's
credit analyst Olga Roman.  "Additionally, our ratings on Nuveen
likely will benefit from implicit support from TIAA-CREF,
according to our group rating methodology."

Nuveen is one of the leading U.S. asset managers, with
$220.5 billion of assets under management as of Dec. 31, 2013.
The company operates seven independently branded investment
managers.  Each affiliate has a relatively high degree of autonomy
and primary investment product focus.  In S&P's view, Nuveen's
well-respected brand name in mutual funds, strong competitive
position in closed-end funds, and good third-party distribution
support its relatively strong business profile.

S&P's current ratings on Nuveen reflect the company's very weak
financial profile, including high leverage, weak profitability,
and negative tangible equity.  As of Dec. 31, 2013, Nuveen had
approximately $4.5 billion of outstanding debt--the extremely high
debt burden that the company incurred following its buyout in
November 2007. EBITDA interest coverage and debt to EBITDA were
1.4x and 10.7x, respectively, as of Dec. 31, 2013.

During the CreditWatch period, S&P will gather additional
information on the transaction, including the financing structure
and the companies' integration plan, as well as determine S&P's
view of Nuveen's strategic importance to TIAA.  S&P will resolve
the CreditWatch status upon the completion of the merger, which is
expected by year-end 2014.  Alternatively, S&P may resolve the
CreditWatch sooner in the event acquisition plans are called off.
In this case, S&P would reevaluate Nuveen's creditworthiness as a
stand-alone entity.


PACIFIC STEEL: Creditors' Panel Hires Sheppard Mullin as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pacific Steel
Casting Company and Berkeley Properties, LLC seeks authorization
from the U.S. Bankruptcy Court for the Northern District of
California to employ Sheppard, Mullin, Richter & Hampton LLP as
counsel to the Committee, effective Mar. 25, 2014.

The Committee requires Sheppard Mullin to:

   (a) advise regarding bankruptcy law;

   (b) advise with respect to the Committee's powers and duties
       in the Debtors' bankruptcy cases;

   (c) attend Committee meetings;

   (d) review financial information furnished by the Debtors to
       the Committee and investigating various potential claims;

   (e) assist in the investigation of the acts, conduct, assets,
       liabilities and financial condition of the Debtors;

   (f) provide aid and assistance in monitoring the progress of
       the Debtors' and administration of these chapter 11 cases;

   (g) provide representation in all negotiations and proceedings
       involving the Debtors, the Committee, and other parties-
       in-interest;

   (h) represent the Committee in any proceedings or hearings
       before this Court and in any action in any other court
       where the Debtors' rights under the Bankruptcy Code may be
       litigated or affected;

   (i) conduct examinations of witnesses, claimants, or adverse
       parties and preparing and assisting in the preparation of
       reports, accounts, and pleadings related to these
       bankruptcy cases;

   (j) advise the Committee concerning the requirements of the
       Bankruptcy Code and applicable rules as they may affect
       the Committee in these bankruptcy cases and any related
       adversary proceeding;

   (k) assist the Committee and working with the Debtors with
       regard to the restructuring or liquidation of the Debtors
       or auction or sale of the Debtors' assets;

   (l) advise the Committee and working with the Debtors with
       regard to the formulation, negotiation, confirmation, and
       implementation of any chapter 11 plan;

   (m) advise and assist the Committee with respect to any
       matters involving the U.S. Trustee and the Debtors;

   (n) making court appearances on behalf of the Committee; and

   (o) represent the Committee in all other legal aspects of
       these chapter 11 cases and taking any other action and
       performing any other services as the Committee may require
       of Sheppard Mullin in connection with these chapter 11
       cases.

Sheppard Mullin will be paid at these hourly rates:

       Ori Katz, Partner             $695
       Michael Lauter, Associate     $570

For purposes of these cases only, Sheppard Mullin has agreed to
discount its hourly rates as follows: Ori Katz discounted to $595,
and Michael Lauter discounted to $425.

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

Ori Kat, partner of Sheppard Mullin, 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.

Sheppard Mullin can be reached at:

       Ori Katz, Esq.
       SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
       Four Embarcadero Center, 17th Floor
       San Francisco, CA 94111-4109
       Tel: (415) 434-9100
       Fax: (415) 434-3947
       E-mail: okatz@sheppardmullin.com

              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: Creditors' Panel Hires Arch & Beam as Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pacific Steel
Casting Company and Berkeley Properties, LLC seeks authorization
from the U.S. Bankruptcy Court for the Northern District of
California to employ Arch & Beam Global, LLC as financial advisors
to the Committee, effective Mar. 31, 2014.

The Committee requires Arch & Beam to:

   (a) analyze the Debtors' financial statements and condition;

   (b) analyze and challenge the budgets and projects developed
       by the Debtors' management in these cases;

   (c) analyze the proposed DIP loan and any other sources of
       financing for the Debtors in these cases;

   (d) advise the Committee on the foregoing issues, and
       Develop appropriate strategies in conjunction with the
       Committee and its legal counsel; and

   (e) analyze and advise the Committee regarding bidding
       procedures, proposed buyers, proposed terms of a sale, and
       other issues in respect to the process of selling the
       Debtors' assets.

Arch & Beam will be paid at these hourly rates:

       Howard Bailey, Managing Director      $395
       Matthew English, Managing Director    $395

Arch & Beam will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Howard Bailey, managing director of Arch & Beam, 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.

Arch & Beam can be reached at:

       Howard Bailey
       ARCH & BEAM GLOBAL, LLC
       2500 Camino Diablo, Suite 108
       Walnut Creek, CA 94597
       Tel: (415) 252-2900
       Fax: (415) 358-4486

              About Pacific Steel Casting Company

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.


PALM DRIVE HEALTH: California Hospital Files for Chapter 9
----------------------------------------------------------
Palm Drive Health Care District, owner and operator of the Palm
Drive Hospital, in Sebastopol, California, filed a petition under
Chapter 9 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
14-10510) last week amid a "sustained reduction in patient volme
and revenue."

In its Chapter 9 petition filed April 7, 2014 in Santa Rosa,
California, the Debtor estimated $10 million to $50 million in
assets and liabilities.

According to the Web site http://www.palmdrivehospital.com/,
Palm Drive, founded in 1941 as a 15-bed acute-care hospital, is an
independent, non-profit facility that is licensed for 37 beds,
five of which are intensive care beds and the remainder medical-
surgical beds.  The hospital provides a full range of primary
acute care services including respiratory care, emergency care,
intensive care and outpatient ambulatory care services.

According to the docket, incomplete filings are due by April 21,
2014.

The Debtor has tapped Fox Rothschild in San Francisco, California,
as attorneys.

Palm Drive explained in court filings that despite efforts over
the past several years of PDH management and board to take
significant steps to reduce expenses, uncontrollable inflationary
increases combined with volume and reimbursement declines has
created an operating gap and cash flow deficit.

In 2010, the District borrowed $11 million to be used to cover
debts dealt with by the plan of adjustment of debts approved in
its Chapter 11 bankruptcy case filed in 2007 and operational
deficits from 2010 forward.  However, the funds from that source
have since been depleted.

Faced with a position of insolvency and projected continued
declines in volume and revenue, management recommended the
termination of inpatient acute care services and the closure of
the hospital's emergency department.

The District has now determined that at the current rate of
operating losses, it will be unable to meet cash obligations not
later than May 30, 2014.

The board of directors of PDH determined that the financial state
of the District jeopardizes the health, safety, or well-being of
the residents in the service area absent the protections of
Chapter 9 of the Bankruptcy Code.


PARSLEY ENERGY: $150MM Add-on Notes No Impact Moody's Caa1 CFR
--------------------------------------------------------------
Moody's Investors Service ratings for Parsley Energy, LLC are
unaffected by the proposed $150 million add-on of senior unsecured
notes, co-issued by Parsley Finance Corp. The Caa1 Corporate
Family Rating (CFR), Caa2 senior note rating, and positive outlook
remain unchanged. The notes are an add-on to the company's
existing 7.5% senior notes due 2022 -- the two issuances will be
treated as a single class of securities under the indenture. The
add-on proceeds will be initially used to reduce revolving credit
borrowings, but ultimately used for general corporate purposes
including drilling and the acquisition of properties in the
Permian Basin.

"The add-on offering will ultimately be used to finance a portion
of an acquisition in the Midland Basin in the company's core
operating area," said Stuart Miller, Vice President and Senior
Credit Officer. "The acquisition along with the projected $400
million out-spend of cash flow through the end of 2015 will leave
the company highly reliant on future borrowing base increases from
its senior secured lenders to maintain adequate liquidity, unless
it is successful in its initial public offering of common stock
later this year."

Ratings Rationale

Parsley's Caa1 CFR reflects the company's modest and concentrated
scale, early-stage upstream operations, and high leverage. Since
our initial rating in January 2014, the company has grown reserves
and production significantly and is on track to be considered for
an upgrade later this year, hence the positive outlook. Parsley
has about 100,000 highly prospective acres in the Permian Basin
and is in the early stages of proving that it has the operational
expertise to develop its acreage at a reasonable cost. Production
in March 2014 exceeded 11,000 Boe/d and the after tax present
value of its total proved reserves more than doubled over the
course of 2013 -- at year end 2013, the reported present value was
$721 million. However, leverage remains elevated at nearly $50,000
per average daily Boe of production.

The Caa2 rating on the company's senior notes reflects both the
Caa1-PD Probability of Default and an estimated loss given default
of LGD 5 (71%). The senior notes are subordinated to the company's
$750 million senior secured revolving credit facility. In
connection with the April 2014 borrowing base redetermination, the
lenders agreed to a borrowing base of $365 million, subject to a
reduction to $327.5 million after the issuance of the proposed
$150 million add-on. The revolver's first-lien claim extends to
cover all of Parsley's assets. The magnitude of this priority
claim pushes the unsecured note rating to Caa2, one notch below
Parsley's Caa1 CFR using Moody's Loss Given Default Methodology.

An upgrade will be considered when production reaches 10,000 Boe/d
and debt to average daily production falls below $45,000 per Boe.
To the contrary, if debt to average daily production rises above
$60,000 per Boe on a sustained basis, or if liquidity
deteriorates, the ratings could be downgraded.


PARSLEY ENERGY: $150MM Add-on Notes No Impact Moody's Caa1 CFR
--------------------------------------------------------------
Moody's Investors Service ratings for Parsley Energy, LLC are
unaffected by the proposed $150 million add-on of senior unsecured
notes, co-issued by Parsley Finance Corp. The Caa1 Corporate
Family Rating (CFR), Caa2 senior note rating, and positive outlook
remain unchanged. The notes are an add-on to the company's
existing 7.5% senior notes due 2022 -- the two issuances will be
treated as a single class of securities under the indenture. The
add-on proceeds will be initially used to reduce revolving credit
borrowings, but ultimately used for general corporate purposes
including drilling and the acquisition of properties in the
Permian Basin.

"The add-on offering will ultimately be used to finance a portion
of an acquisition in the Midland Basin in the company's core
operating area," said Stuart Miller, Vice President and Senior
Credit Officer. "The acquisition along with the projected $400
million out-spend of cash flow through the end of 2015 will leave
the company highly reliant on future borrowing base increases from
its senior secured lenders to maintain adequate liquidity, unless
it is successful in its initial public offering of common stock
later this year."

Ratings Rationale

Parsley's Caa1 CFR reflects the company's modest and concentrated
scale, early-stage upstream operations, and high leverage. Since
our initial rating in January 2014, the company has grown reserves
and production significantly and is on track to be considered for
an upgrade later this year, hence the positive outlook. Parsley
has about 100,000 highly prospective acres in the Permian Basin
and is in the early stages of proving that it has the operational
expertise to develop its acreage at a reasonable cost. Production
in March 2014 exceeded 11,000 Boe/d and the after tax present
value of its total proved reserves more than doubled over the
course of 2013 -- at year end 2013, the reported present value was
$721 million. However, leverage remains elevated at nearly $50,000
per average daily Boe of production.

The Caa2 rating on the company's senior notes reflects both the
Caa1-PD Probability of Default and an estimated loss given default
of LGD 5 (71%). The senior notes are subordinated to the company's
$750 million senior secured revolving credit facility. In
connection with the April 2014 borrowing base redetermination, the
lenders agreed to a borrowing base of $365 million, subject to a
reduction to $327.5 million after the issuance of the proposed
$150 million add-on. The revolver's first-lien claim extends to
cover all of Parsley's assets. The magnitude of this priority
claim pushes the unsecured note rating to Caa2, one notch below
Parsley's Caa1 CFR using Moody's Loss Given Default Methodology.

An upgrade will be considered when production reaches 10,000 Boe/d
and debt to average daily production falls below $45,000 per Boe.
To the contrary, if debt to average daily production rises above
$60,000 per Boe on a sustained basis, or if liquidity
deteriorates, the ratings could be downgraded.


PARSLEY ENERGY: S&P Lowers Sr. Unsecured Notes Rating to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue
rating on Midland-based exploration and production (E&P) company
Parsley Energy LLC's senior unsecured notes to 'CCC' from 'CCC+'
and revised its recovery rating on the notes to '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default, from '5'.

The rating action follows the announcement that Parsley will
increase the outstanding amount of its 7.5% senior unsecured notes
to $550 million, reflecting a $150 million add-on issuance.

S&P expects proceeds from the add-on offering to be used for debt
repayment and general purposes, including acquisition funding.

"The positive outlook reflects the potential for an upgrade within
the next 12 months if Parsley can successfully execute its
drilling program and increase production in line with our
forecast, while maintaining debt leverage below 5x and adequate
liquidity," said Standard & Poor's credit analyst Paul Harvey.

S&P could stabilize the rating if Parsley's drilling program
failed to meet its current expectation or if S&P expected debt
leverage to exceed 5x for an extended period.  S&P could also
stabilize the rating if liquidity were to fall to "less than
adequate."


POLY PLANT PROJECT: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Poly Plant Project
           fka PPP Equipment Corporation
        3099 North Lima Street
        Burbank, CA 91504-2013

Case No.: 14-17109

Type of Business: Provides the photovoltaic and semiconductor
                  industries with advanced, world-class
                  polysilicon production solutions.

Chapter 11 Petition Date: April 14, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Thomas B. Donovan

Debtor's Counsel: Mark T Young, Esq.
                  DONAHOE & YOUNG LLP
                  25152 Springfield Ct Ste 345
                  Valencia, CA 91355-1096
                  Tel: 661-259-9000
                  Fax: 661-554-7088
                  Email: myoung@donahoeyoung.com

Total Assets: $16.75 million

Total Debts: $22.29 million

The petition was signed by Tetsunori T. Kunimune, chief executive
officer.

List of Debtor's 17 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
American Express                     Charges              $3,576

American Express                     Charges                $992

American Express                     Charges                $735

Aspen Technology Inc.                License Agreement  $853,464
200 Wheeler Road

Burlington, MA 01803


Bryan Cave LLP                       Legal Services     $450,000
120 Broadway Suite 300
Santa Monica, CA 90401

Fabrizio Goi                         Commissions         $20,000
Poly Service SRL

Franchise Tax Board                  Income Taxes     $4,000,000
Bankruptcy Section MS
A-340
PO Box 2952
Sacramento, CA 95812-2952

Friem SpA                            Equipment and      $548,000
Via Thomas Alva Edison 1             Startup Agreement
20090 Segrate Milan
ITALY

Grant Genovese & Baratta LLP         Legal Services      $51,624

Hinckley Allen                       Legal Services      $29,409

Internal Revenue Service             Unpaid Income   $15,320,610
PO Box 7346                          Taxes
Philadelphia, PA 19101-7346

Jan Maurits                          Wages               $30,000

Montana Department of Revenue        License Tax        $128,183

Resolve Mediation Services Inc.      Mediation Fees       $3,533

Stoel Rives LLP                      Legal Services       $7,500

Tetsunori T Kunimune                 Loans              $360,000
3099 N Lima Street
Burbank, CA 91502

Walter Tosto SpA                     Services rendered  $484,813
Via Ermaso Piaggo, 72
66100 Chieti Scalo
ITALY


REEVES DEV'T: Court Okays Interim Cash Collateral Use
-----------------------------------------------------
The Hon. Robert R. Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana has granted Reeves Development
Company, LLC, interim authorization to use cash collateral.  The
final hearing on the cash collateral use is set for May 15, 2014,
at 10:30 a.m.

As reported by the Troubled Company Reporter on March 26, 2014,
IberiaBank asserts a lien on the Debtor's cash, accounts
receivable, and substantially all other assets.  After filing for
Chapter 11, Reeves has developed real estate that serves as
collateral of IberiaBank and has generated postpetition accounts
receivable which it needs to use to further develop an industrial
property in Calcasieu Parish, Louisiana.  Reeves sought court
authorization to determine that the cash and accounts receivable
generated postpetition are not the cash collateral of IberiaBank.
In the alternative, Reeves wants to use cash that is a portion of
the funds represented by cash generated by postpetition efforts.

                  About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, in Baton
Rogue, Louisiana, represents the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.

The Bankruptcy Court approved on Feb. 21 the adequacy of
information in the Amended Disclosure Statement explaining the
Debtor's Plan of Reorganization dated Dec. 31, 2013.  The Court
has not set a confirmation hearing.  Instead, the Court set a
status conference for March 20, 2014.

A full-text copy of the Dec. 31 version of the Amended Disclosure
Statement is available for free at:

        http://bankrupt.com/misc/REEVESDEV_AmdDSDec31.PDF


RICE ENERGY: Moody's Assigns 'B2' CFR & Rates $750MM Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Rice
Energy Inc., including a B2 Corporate Family Rating and a B3
rating to its proposed offering of $750 million of senior
unsecured notes due 2022. Moody's also assigned a SGL-3
Speculative Grade Liquidity rating to Rice. The proceeds from the
proposed notes offering will be used to repay and retire a second
lien term loan and for capital expenditures. The rating outlook is
stable.

Rating Assignments:

   $750 Million Senior Unsecured Notes due in 2022, Rated B3
   (LGD 4, 68%)

   Corporate Family Rating of B2

   Probability of Default Rating of B2-PD

   Speculative Grade Liquidity rating of SGL-3

"Rice benefits from a low cost, early entry position in the
Marcellus Shale, where it has demonstrated improving operating
performance and a high focus on capital efficiency. However, the
company's operating history remains short and it faces
considerable funding needs and execution risk as it continues to
develop its acreage," commented Gretchen French, Moody's Vice
President.

Rating Rationale

Rice's B2 Corporate Family Rating (CFR) reflects the company's
small scale and concentrated production in the Marcellus Shale.
The company has established a favorable acreage position in the
Marcellus, which provides visible production and cash flow growth
potential. However, it will require significant outspending of
cash flow to develop and hold Rice's acreage positions in both in
the Marcellus and the still emerging Utica Shale, entailing
execution risk and reliance on external funding sources to
finance. While Rice has improved its drilling performance and
benefits from a low cost structure, with a high level of
operational control of its Marcellus properties and valuable
midstream infrastructure, the company is still in the early
stages.

The B3 rating on the $750 senior notes reflects both Rice's
overall probability of default, to which Moody's assigns a PDR of
B2-PD, and a loss given default of LGD 4 (68%). The senior notes
benefit from upstream guarantees from all material subsidiaries,
but are unsecured and contractually subordinated to the senior
secured credit facility's potential priority claim to the
company's assets. The borrowing base under the revolver is
currently $350 million. The size of the potential senior secured
claims relative to the unsecured notes outstanding results in the
senior notes being notched one rating below the B2 CFR under
Moody's Loss Given Default Methodology.

Rice's SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity over the next 12-15 months. While pro-forma for the bond
issuance Rice will have full availability under its $350 million
borrowing base credit facility and $782 million in cash on the
balance sheet, the company faces a considerable funding gap over
the next 12-15 months, with an estimated funding gap of around
$1.4 billion in 2014 and nearly $500 million in 2015, resulting in
a high reliance on its revolver once cash on the balance sheet has
been depleted. Rice's credit facility has $1.5 billion of
commitments, and Moody's expect the borrowing base to grow as Rice
ramps up its drilling program. Rice will outspend internally
generated cash flow through at least 2015 and remain reliant on
its revolver to fund project based capital expenditures, as well
as provide for modest letters of credit needs for its firm
transportation contracts. The revolving credit facility matures in
January 2019. It requires that Rice maintain a minimum current
ratio of 1.0x and a minimum interest coverage ratio of 2.5x.
Moody's expects Rice to remain well in compliance with these
covenant ratios.

The stable outlook assumes Rice maintains sufficient liquidity and
reasonable operating performance over the next 12 to 18 months.

An upgrade could be considered if Rice successfully grows
production at sound returns while also maintaining sufficient
liquidity and debt/production less than $25,000 barrels of oil
equivalent (boe)/day. An upgrade would also consider the degree of
progress on Rice's Utica drilling program and midstream
infrastructure build out.

A downgrade is possible if debt to average daily production is
sustained above $30,000 boe/day, retained cash flow/debt falls
below 15%, or liquidity tightens.

Rice Energy Inc. is an exploration and production company with
operations in the Appalachian Basin. Rice is headquartered in
Canonsburg, Pennsylvania.


S.E. SHIRES: Brass Instruments Files for Sale to Eastman
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that S.E. Shires Inc., a maker of high-end custom-made
brass musical instruments, filed a Chapter 11 petition last week
in Worcester, Massachusetts, setting up a sale of the business for
$2 million to Eastman Brass Instruments Inc.

According to the report, the company?s bank account was seized by
state authorities over $145,000 in unpaid taxes. The U.S. Internal
Revenue Service is owed $685,000, according to a court filing.

The petition listed assets of $1.8 million and debt totaling $3.1
million, including $833,000 in secured claims, the report related.
Debt includes $150,000 to trade suppliers and $360,000 in unpaid
wages.

Eastman is providing $230,000 in financing for the Chapter 11
effort, the report added.

The case is In re S.E. Shires Inc., 14-bk-40715, U.S. Bankruptcy
Court, District of Massachusetts (Worcester).


SAAB AUTOMOBILE: Trustee Claims Execs' Missteps Led to Bankruptcy
-----------------------------------------------------------------
Law360 reported that the trustee for the U.S. arm of Saab
Automobile AB's bankruptcy case filed an adversary suit in
Delaware federal court against three of the company's former
executives, saying they made several ill-advised decisions,
including taking on a letter of credit, that pushed the company
into insolvency.

According to the report, Edward T. Gavin alleges that ex-President
and CEO Tim Colbeck, ex-General Counsel Alan Lowenthal and ex-
Chief Financial Officer Marcellos Matos made various missteps
while at the helm of Saab Cars North America Inc.

                     About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab halted production in March 2011 when it ran out of
cash to pay its component providers.  On Dec. 19, 2011, Saab
Automobile AB, Saab Automobile Tools AB and Saab Powertain AB
filed for bankruptcy after running out of cash.

Some of Saab's assets were sold to National Electric Vehicle
Sweden AB, a Chinese-Japanese backed start-up that plans to make
an electric car using Saab Automobile's former factory, tools and
designs.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling US$1.2
million on account of "unpaid warranty and incentive
reimbursement and related obligations" or "parts and warranty
reimbursement."  Leonard A. Bellavia, Esq., at Bellavia Gentile &
Associates, in New York, signed the Chapter 11 petition on behalf
of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December
an outside administrator, McTevia & Associates, to run the
company as part of a plan to avoid immediate liquidation
following its parent company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.

Donlin, Recano & Company, Inc., was retained as claims and
noticing agent to Saab Cars NA in the Chapter 11 case.

On March 9, 2012, the U.S. Trustee formed an official Committee
of Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.

The Troubled Company Reporter, on July 18, 2013, reported that the
U.S. arm of Saab Automobile AB won approval of its Chapter 11
liquidation plan, marking the end of the road for Swedish auto
maker's bankruptcy proceedings.


SCRUB ISLAND: Creditors' Committee Seeks Mediation of Disputes
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Scrub Island Development Group Limited and
Scrub Island Construction Limited asks the U.S. Bankruptcy Court
for the Middle District of Florida, Tampa Division, to require a
mediation of the various disputes and the terms of a proposed
consensual plan of reorganization.

The Committee tells the Court that it has recently learned that
FirstBank opposes the Debtors' proposed plan and that the Debtors
and FirstBank are in the process of restarting their litigation
efforts against each other.  The Committee says the Debtors will
also likely file an adversary proceeding asserting their lender
liability claims against FirstBank unless the current litigation
posture changes.

Given the significant delay associated with litigation among the
parties and the significant expense to the Debtors' estates
associated with continued and additional litigation, the Committee
asserts that mediation at this time would be beneficial to the
parties and would be in the best interest of the Debtors' estates.

The Committee is represented by Edwin G. Rice, Esq., and Robert B.
Glenn, Esq., at Glenn Rasmussen, P.A., in Tampa, Florida.

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SCRUB ISLAND: U.S. Trustee, Creditors Object to Plan Outline
------------------------------------------------------------
Scrub Island Utility (BVI) Ltd.; Guy G. Gebhardt, the acting U.S.
Trustee for Region 21; and Marriott International, Inc., object to
the approval of Scrub Island Development Group Limited and Scrub
Island Construction Limited's Joint Plan of Reorganization and
Disclosure Statement.

SIU, which provides the Debtor its sole source of non-bottled
fresh water and wastewater treatment services, objects to the Plan
and Disclosure Statement, specifically with respect to the
classification and treatment of its $1,553,068 unsecured claim.
Marriott, which also filed claims against the Debtors, asserts
that the Debtors should be prepared to pay those claims upon
confirmation of the Plan.

The U.S. Trustee complains that the Plan contains broad non-debtor
third-party release and exculpation provisions, which also release
and exculpate professionals.  The Disclosure Statement fails to
explain whether the narrow criteria for allowing the non-debtor
releases and exculpation are satisfied, the U.S. Trustee adds.

SIU is represented by Adam Lawton Alpert, Esq. --
aalpert@bushross.com -- at BUSH ROSS, P.A., in Tampa, Florida.

The U.S. Trustee is represented by Denise E. Barnett, Esq. --
denise.barnett@usdoj.gov -- Trial Attorney, in Tampa, Florida.

Marriott is represented by Lori V. Vaughan, Esq. --
lvaughan@trenam.com -- at Trenam, Kemker, Scharf, Barkin, Frye,
O'Neill and Mullis, P.A., in Tampa, Florida; and Carren B.
Shulman, Esq. -- cshulman@sheppardmullin.com -- at Sheppard,
Mullin, Richter & Hampton LLP, in New York.

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SENTINEL MANAGEMENT: First Horizon Wins Round in Securities Row
---------------------------------------------------------------
Law360 reported that a Tennessee federal judge rejected an attempt
by a group of insurers to dodge First Horizon National Corp.'s
suit seeking up to $25 million in coverage for litigation alleging
it improperly sold collateralized debt obligations to now-bankrupt
Sentinel Management Group Inc.

According to the report, U.S. District Judge Samuel H. Mays Jr.
agreed with First Horizon's argument that Underwriters with
Lloyd's of London, Aspen Insurance UK Ltd., U.S. Specialty
Insurance Co. and Federal Insurance Co. had unreasonably
interpreted insolvency exclusions they said applied to First
Horizon's claims.

The case is First Horizon National Corporation et al v. Certain
Underwriters at Lloyd's Syndicate Nos. 2987 et al., Case No. 2:11-
cv-02608 (W.D.Tenn.).

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SHELBOURNE NORTH WATER: "Huge interest" in Spire Deal in Chicago
----------------------------------------------------------------
Mary Ellen Podmolik, writing for The Chicago Tribune, reported
that six years after work to construct the tallest building in the
western hemisphere came to a standstill, Chicago Spire developer
Garrett Kelleher is back, this time with a partner, talking with
potential buyers and making plans to find funding to restart the
project.

According to the report, standing in a hallway just after a
bankruptcy court hearing, during which a federal judge said she
would approve efforts to pay off creditors, Kelleher said it'd
been quite a task to find a resolution to the bankruptcy case of
his company. Now, he was ready to move forward with the project,
possibly even this year.

"I'm very pleased with the settlement. It's good for all," the
report cited Kelleher as saying in an interview. "We prefer to pay
fees to architects and consultants, not lawyers."

U.S. Bankruptcy Judge Janet Baer has said she would approve a
bankruptcy settlement agreement that gives Kelleher and a new
majority partner time to pay claims tied to the case and then
proceed with the long-stalled project that would bring 1,194
condos and 1,420 parking spaces to 400 N. Lake Shore Drive, the
report related.

Under the plan negotiated between Kelleher's Shelbourne North
Water Street LP, Atlas Apartment Holdings LLC and Related Midwest,
Atlas and Kelleher have at least six months, and possibly a year,
to resolve bankruptcy claims, the report further related.  Atlas,
an apartment developer and manager, is required to provide up to
$135 million either from its own funds or with lenders and
investors, to pay those claims. That planned investment agreement,
which Shelbourne considers its 'pathway to a confirmed plan of
reorganization,' would also be approved, Baer told attorneys.

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case No. 13-12652).  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
efforts.


SHOTWELL LANDFILL: Court Rejects LSCG's Deposition Bid
------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse has denied LSCG Fund 18,
LLC's motion for a protective order requiring Shotwell Landfill,
Inc. to conduct the deposition of the company at its principal
place of business in Los Angeles, California.

The Court, however, permitted LSCG to produce a witness capable of
testifying about who LSCG communicated with about David King,
Shotwell Landfill, Inc., Capitol Recycling, LLC, Debris Removal
Partners, LLC, Shotwell Transfer Station II, Inc., Capitol Waste
Transfer, LLC, Dynasty Holdings, LLC, King's Grading, LLC and
Allied Installation, LLC and what was communicated, both before
and after the loans were purchased by LSCG.

LSCG 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.

On Jan. 15, Shotwell served LSCG's counsel with a notice,
informing them that it would take the deposition of LSCG on March
10 in Raleigh, North Carolina.

According to LSCG, it never agreed to give its deposition anywhere
other than California, and that it wasn't informed prior to
service of the notice that Shotwell wanted to conduct the
deposition outside California.

LSCG also asked for a protective order modifying or striking the
proposed deposition Topics 2 through 13 in the Jan. 15 notice,
saying they seek irrelevant information.

                  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: Double "J" Wants Claim Estimated at $500,000
---------------------------------------------------------------
Creditor Double "J" Enterprises, Inc., filed an amended motion,
asking the Bankruptcy Court to (i) estimate at $500,000 its claim
against the estates of Shotwell Landfill, Inc., Capital Recycling,
LLC, and Shotwell Transfer Station II, Inc.; and (ii) temporarily
allow the claim for purposes of voting on Shotwell's Plan of
Reorganization.

As reported in the Troubled Company Reporter on Jan. 10, 2014,
Double J said that prepetition, the Debtor and Double J were
involved in a lawsuit that began in The General Court of Justice,
District Court Division, Wake County, North Carolina and was later
transferred to the Superior Court Division.  The main issue in the
Lawsuit involved certain equipment owned by Double J and the
Debtor's wrongful possession of the same.

On Aug. 16, 2013, Double J filed its proof of claim in the
estimated, unliquidated amount of $50,000.  On Nov. 26, Double J
amended its claim to an estimated, unliquidated amount of
$150,000.

The Debtor filed objections to that claim.

If the Court denies Double J's motion, Double J requests that the
Court fully adjudicate its claim prior to the vote on confirmation
of the Plan.

                  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: LSCG Wants Landfill Valued at $15,232,435
------------------------------------------------------------
LSCG Fund 18, LLC asks the Bankruptcy Court to (i) value Shotwell
Landfill, Inc.'s landfill at $15,232,435 and (ii) find that LSCG
has a fully secured claim pursuant to 11 U.S.C. Section 506(a)(1).

In a brief and supporting memorandum of law in support of real
property valuation, LSCG said, among other things, that at the
March 24 hearing, the Court heard the testimony of William Nelson
-- a nationally recognized expert in the landfill and waste
business.  Mr. Nelson prepared an expert report valuing the
combined entities of Shotwell Landfill, Inc.; Shotwell Transfer
Station II, Inc.; Capital Waste Transfer, LLC; and Capital
Recycling, LLC at $15,232,435.

As reported in the Troubled Company Reporter on March 6, 2014,
LSCG had asked for the termination of the stay in Shotwell's
bankruptcy case, saying its interest in the company's property is
not adequately protected.  LSCG also claimed that it is owed
$14,323,122 by the company.

Shotwell objected to the Stay Relief motion, arguing that the
maximum secured claim that LSCG could have in the case is
$2,900,000, with the remainder of its claim -- $11,423,122 -- as
an unsecured claim.

Shotwell also argued that LSCG is not entitled to any adequate
protection payments based on a decrease in value of its collateral
-- the company's property located at 4724 Smithfield Road,
Wendell, North Carolina with a value of $2,900,000.

                  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.


SMITHFIELD FOODS: S&P Puts 'BB-' CCR on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Smithfield, Va.-based Smithfield Foods Inc., including the 'BB-'
corporate credit rating, on CreditWatch with positive
implications. Smithfield Foods reported debt outstanding of $3
billion as of Dec. 31, 2013.

"The CreditWatch placement follows WH Group Ltd.'s (Smithfield's
parent company) announcement that it is seeking to issue equity
through an IPO on the Hong Kong Stock Exchange, with the mid-point
of the indicative offer price range resulting in net proceeds of
approximately $3.6 billion," said credit analyst Chris Johnson.
"We expect the company to use net proceeds from the transaction
for debt repayment.  If net proceeds well exceed $4 billion and
debt is repaid as currently envisioned, we believe this
transaction could improve the group's financial risk profile and
result in a higher group credit profile."

S&P intends to resolve the CreditWatch listing following the
completion of WH Group's planned IPO.  S&P will assess the impact
of any debt reduction on both the group's and Smithfield's
financial risk profiles as appropriate.  However, if WH Group does
not complete the proposed IPO as currently described, S&P would
reevaluate the CreditWatch listing and ratings.


SSH HOLDINGS: Brookstone Plan No Impact on Moody's B2 Rating
------------------------------------------------------------
Moody's Investors Service said that SSH Holdings, Inc.'s ("SSH" or
"Spencer Spirit", B2 stable) plan to acquire Brookstone, Inc. out
of bankruptcy through one of its newly formed unrestricted
subsidiaries is a modest credit negative but not likely result in
changes to the company's ratings, according to Moody's preliminary
assessment of the contemplated acquisition and post-closing
capital structure.

SSH Holdings, Inc., ("SSH") headquartered in Egg Harbor Township,
NJ, is a holding company whose principal subsidiary is Spencer
Spirit Holdings, Inc. Spencer Spirit Holdings Inc. is a specialty
retailer primarily operating under two brands: Spencer's and
Spirit Halloween. Revenues for the last twelve months ended
November 2, 2013 were in excess of $700 million. At November 2,
2013 SSH operated 644 Spencer's and, during the 2013 Halloween
season, 1,052 Spirit Stores.


STERLING INFOSYSTEMS: Moody's Rates New Sr. Secured Debt 'B2'
-------------------------------------------------------------
Moody's Investors Service has changed the ratings outlook for
Sterling Infosystems, Inc. to stable from positive. At the same
time, Moody's has affirmed Sterling's B2 Corporate Family Rating
("CFR"), and has assigned B2 ratings to the company's proposed
senior secured credit facilities. The change in outlook was
prompted by increased leverage that will result from the company's
planned use of incremental debt from a new credit facility to fund
a sizeable distribution to its shareholders. Ratings and their
outlooks are subject to review of final transaction documentation.

Assignments:

Issuer: Sterling Infosystems, Inc.

  Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 48 % )

Outlook Actions:

Issuer: Sterling Infosystems, Inc.

  Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Sterling Infosystems, Inc.

  Corporate Family Rating, Affirmed B2

Upgrades:

Issuer: Sterling Infosystems, Inc.

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

On April 14, 2014, Sterling announced that it plans to issue a
senior secured first lien credit facility, comprising a $290
million term loan due 2021 and a $25 million revolving credit that
expires in 2020. Proceeds from this offering will be used to repay
the company's existing term loan, to fund a $115 million
distribution to shareholders (primarily Calera Capital and
management), as well as for transaction fees. The revolver, which
has been increased from $20 million, will be undrawn on close.

Ratings Rationale

Moody's estimates that Sterling's planned dividend recap will
materially increase leverage. On close, the company would
undertake an estimated 60% debt increase to fund a sizeable
shareholder distribution. Debt to EBITDA, which at 3.5 times for
the FY ending December 2013 was strong for a B2-rated company of
this size prior to this transaction, will increase to 5.7 times
with the additional $124 million in debt. This would represent the
highest leverage ratio that the company has undertaken since
Calera's 2010 equity investment, and is now somewhat weak for the
rating category. However, Moody's estimate that leverage will
return to levels that more strongly support the B2 rating over the
near term, in expectation of continued strong organic revenue
growth at stable margins.

In addition to increased leverage, Moody's views the use of the
increased debt to fund a $115 million distribution to its private
equity shareholders and management to be indicative of an
aggressive financial policy. The contemplated distribution would
represent the first such return of capital to owners since Calera
purchased its partnership shares in 2010, and could be indicative
of owners' willingness to undertake similar debt-funded
distributions in the future.

Sterling's B2 CFR continues to be constrained by the company's
small scale, its narrow product focus, and risks associated with
an acquisition-oriented growth strategy. Total revenue, which is
approximately $250 million annually, is modest when compared to
other B2-rated services companies. Sterling's revenue base is
significantly concentrated in one service line, with approximately
60% of FY 2013 sales derived from criminal background checks. This
is a key constraint to ratings given the highly fragmented nature
of the industry and the presence of a few larger competitors. The
ratings also take into account the company's historical use of
acquisitions to pursue growth, and risks associated with the pace,
complexity, and the potential use of debt for such activities in
the future.

However, offsetting these concerns, Sterling has demonstrated an
ability to maintain stable, albeit modest operating margins,
resulting in a steady stream of positive free cash flow that
supports debt service and lowers leverage. Despite the
concentration in one service offering, Sterling has a stable and
visible revenue base as illustrated by its low customer
concentration (largest customer makes up less than 4% of total
revenue) and strong customer retention rates over the past several
years. The company's cost structure benefits from use of automated
services and offshore operations in lower-cost regions, which
Moody's expect will provide on-going support of margins.

Debt capital will be comprised of a single tranche of secured bank
debt with a $25 million first lien senior secured revolving credit
facility due 2020 and a $290 million first lien senior secured
term loan due 2021. The senior secured credit facilities will
represent the preponderance of debt in the capital structure and
are rated consistent with the CFR at B2. The company has no
financial covenants governing the first lien term loan, while the
revolver will only be subject to a maximum total leverage test in
the event that this facility is drawn by at least 30% of total
capacity. As such, Moody's has assigned to Sterling a 50% Loss
Given Default Assessment, and has changed the Probability of
Default Rating to B2-PD from B3-PD, per Moody's Loss Given Default
methodology.

The ratings could be lowered if the company experiences an
unexpected decline in revenue, possibly due to loss or
underperformance of contracts, resulting in declining operating
margins or free cash flow. Also, ratings could face downward
pressure if Sterling increases the pace or size of its acquisition
activities, particularly if the company were to raise debt to fund
such purchases, or if the company were to engage in a material
return of capital to shareholders. Debt to EBTDA remaining in
excess of 5.5 times or EBITA to Interest of less than 2 times
could warrant a lower rating.

The ratings could be raised if the company achieves significant
revenue and earnings growth, while maintaining a good liquidity
profile over the near term. Demonstration of a conservative
shareholder return policy as well as a modest pace of acquisitions
over such a period would be important considerations for an
upgrade. The ability to sustain credit metrics such as Debt to
EBITDA below 3.5 times and EBITA to Interest of 4 times could
support higher ratings.

Sterling Infosystems, Inc. provides pre- and post-employment
verification services including criminal background checks,
credential verification and employee drug testing. Sterling is
majority-owned by affiliates of private equity sponsor Calera
Capital and management.


SUNLAND INC: Second Auction Brings $6-Mil. More for Peanut Plant
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sunland Inc., a producer of peanuts and peanut
butter, got $6 million more for the assets after the bankruptcy
judge in Albuquerque, New Mexico, allowed the trustee to hold the
auction a second time.

According to the report, at the request of the Chapter 7 trustee
for the owner of a peanut-butter plant, U.S. Bankruptcy Judge
David T. Thuma approved procedures for a March 20 auction, with a
first bid of about $17.5 million. The winning bidder at that sale
was Hampton Farms LLC, with a $20.05 million offer.

Just before the hearing to approve the sale, Golden Boy
Foods Ltd. told the trustee it was willing to bid $25 million, the
report related.  Golden Boy said it was confused about when the
auction was to occur.

Judge Thuma reopened the auction, and Golden Boy won with a $26
million offer, which the judge approved, the report further
related.  Judge Thuma also denied a request by Hampton to preclude
completion of the sale to Golden Boy while it appeals.

Judge Thuma said Hampton, as a losing bidder, might not even have
a right to appeal, the report added.

Portales, N.M.-based Sunland, Inc., on Oct. 8, 2013, initiated
proceedings under Chapter 7 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of New Mexico.  The case
docket number is 13-13301-7.


SW BOSTON: 1st Cir Says Prudential Entitled to 14.5% Default Rate
-----------------------------------------------------------------
The Prudential Insurance Company of America, secured creditor to
SW Boston Hotel Venture, LLC, owner of the W Hotel and Residences
in Boston, appealed to the Bankruptcy Appellate Panel for the
First Circuit from the bankruptcy court's orders determining its
entitlement to post-petition interest (and thus the total amount
of its claim) and confirming the debtors' Chapter 11 plan.  The
BAP reversed in part, significantly increasing Prudential's
entitlement to post-petition interest, and vacated and remanded
the confirmation order.  The debtors and the City of Boston, as a
junior creditor, appealed to the Court of Appeals for the First
Circuit.

Prudential provided up to $192.2 million in financing for the
construction of the hotel.  The City of Boston agreed to provide
$10.5 million in funding to complete the construction, after
Prudential declined to provide additional funds.  The City Loan
was secured by a junior lien on most of the collateral that
secured the Prudential Loan and a first lien on $4 million in cash
provided by an Affiliated Debtor.

Prudential filed a proof of claim asserting secured claims of not
less than $180,803,186, plus fees, costs, and pre- and post-
petition interest.  Shortly after the petition date, Prudential
drew down on a letter of credit, reducing its pre-petition claim
to $165,592,659.

The parties agree that Prudential was oversecured during at least
part of the bankruptcy proceeding and therefore is entitled to
some amount of post-petition interest, but they differ as to how
to determine oversecured status, when Prudential became
oversecured, and the applicable interest rate and type.

In an April 11 decision available at http://is.gd/suOy3mfrom
Leagle.com, the First Circuit held that the BAP erred in reversing
the bankruptcy court's post-petition interest determination.  And,
because the BAP's confirmation order was based solely on its
erroneous interest determination, that order is vacated as well.

The First Circuit also affirmed affirm the bankruptcy court's
holding that Prudential is entitled to post-petition interest
accruing from the hotel sale date at the default rate of 14.5%
without compounding, and reverse the BAP's order to the extent it
conflicts.

On Jan. 28, 2011, the bankruptcy court found that SW Boston's
outstanding debt to Prudential, after deductions for payments made
from ongoing condominium sales and exclusive of any post-petition
interest or expenses, was approximately $154 million. Prudential's
expert valued the remaining condominiums at $86 million and the W
hotel at $55 million, while SW Boston's expert valued the
remaining condominiums at $90.6 million and the hotel at $65.6
million.  After a three-day evidentiary hearing, the bankruptcy
court concluded that the value of the condominiums was $88 million
and the value of the hotel was $65.6 million, making the total
value of SW Boston's collateral $153.6 million. Thus, Prudential
was undersecured as to SW Boston alone. However, the bankruptcy
court noted that, with respect to the entire collateral package of
all of the Debtors, Prudential had an equity cushion in excess of
$19 million.

In March 2011, SW Boston struck a deal to sell the hotel and
garage to an unrelated third party for $89.5 million.  After SW
Boston managed to resolve various contingencies, the sale closed
on June 8, 2011, and the net proceeds of $88,322,017 were paid
over to Prudential.

On March 31, 2011, three days after filing the hotel sale motion,
the Debtors filed their reorganization plan.  The plan called for
Prudential to be paid in full by March 2014 if the hotel sale
closed, or after a more extended period if it did not. The plan
contemplated that Prudential would receive post-effective-date
interest of 4.25% per annum, but it made no provision for post-
petition, pre-effective-date interest. Prudential objected to
confirmation of the plan on multiple grounds.

Throughout the pendency of the bankruptcy case, SW Boston
continued construction.  Thereafter, SW Boston sold condominiums,
while paying over the proceeds (less certain deductions) to
Prudential.

On April 15, 2011, Prudential moved for a determination that it
was oversecured and therefore entitled to post-petition interest
under 11 U.S.C. Sec. 506(b).  A claim is oversecured if the value
of the creditor's interest in its collateral exceeds the amount of
its claim.  Under Sec. 506(b), an oversecured creditor is entitled
to post-petition interest, as well as reasonable fees, costs, or
charges provided for in the parties' contracts or by state law, up
to the extent of its oversecurity.

Prudential argued that it should receive post-petition interest at
the contractual default rate of 14.5% per annum, 5% higher than
the contractual base rate, accruing from the petition date. The
Debtors argued that Prudential only became oversecured upon the
closing of the hotel sale, and therefore could only receive post-
petition interest from that point forward. They also claimed that
the default rate was unenforceable and inequitable, and requested
that, to the extent Prudential was entitled to any post-petition
interest, it should accrue at the base rate of 9.5% per annum.

The bankruptcy court held a three-day combined trial addressing
Prudential's Sec. 506(b) motion and the Debtors' proposed plan. On
Oct. 4, 2011, it issued an order granting Prudential post-petition
interest at 14.5% per annum, commencing on the hotel sale date.
The court ruled that the hotel sale price, rather than its earlier
valuation at a lift-stay hearing, was the best indicator of the
hotel's value.  However, it also noted that, in light of the
ongoing improvements and the resolution of various contingencies,
the sale price did not reflect its value on any earlier date.
Therefore, it found that Prudential only became oversecured once
the hotel sale closed.

After receiving the parties' interest calculations (which differed
only as to whether the interest should be compounding), the
bankruptcy court entered an order fixing Prudential's claims,
inclusive of non-compounding post-petition interest. Prudential
appealed and the Debtors cross-appealed the Sec. 506(b) decision
and the resultant claim order to the BAP.

While the parties were briefing the appeals, the Debtors moved to
dismiss Prudential's appeals as equitably moot. The BAP found
that, although the plan had been substantially consummated, the
appeals were not equitably moot because Prudential could still be
afforded relief without harming innocent third parties or
unraveling the reorganization (especially because Prudential
represented its willingness to accept alternative forms of relief
that would not require such unraveling).

As to the Sec. 506(b) appeal, the BAP: (1) held that Prudential
was entitled to post-petition interest from the petition date,
reversing the bankruptcy court's finding that Prudential had only
become oversecured on the hotel sale date; (2) affirmed the
bankruptcy court's determination that the contractual default rate
of interest (14.5%) applied; and (3) reversed the bankruptcy
court's ruling that the interest was not compounding.  As to the
confirmation order appeal, without addressing the confirmability
of the plan, the BAP vacated and remanded the confirmation order
so that the plan could be amended to accommodate Prudential's now-
increased claim.

The Debtors and the City each appealed both of the BAP's decisions
to this court. Prudential moved to dismiss the confirmation order
appeals for lack of jurisdiction, arguing that they were not final
appealable orders.

Those motions were referred to the First Circuit for consideration
along with the merits.

Throughout these proceedings, the Debtors have continued to sell W
condominiums and have since paid Prudential the full amount due
under the originally confirmed plan. The City, in contrast, has
not received all the payments owed to it under the plan, which
became effective on Dec. 1, 2011. The Debtors have also stopped
making installment payments owed to other creditors under that
plan.

The appellate cases are: THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, Appellee, v. SW BOSTON HOTEL VENTURE, LLC; AUTO SALES &
SERVICE, INC.; GENERAL TRADING COMPANY; FRANK SAWYER CORPORATION;
100 STUART STREET, LLC; 30-32 OLIVER STREET CORPORATION; GENERAL
LAND CORPORATION; 131 ARLINGTON STREET TRUST, Appellants; and THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, Appellee, v. CITY OF
BOSTON, Appellant, Nos. 12-9008, 12-9009 12-9011, 12-9012 (1st
Cir.).

Harold B. Murphy, Esq., with whom Charles R. Bennett, Jr., Esq.,
John C. Elstad, Esq., Christopher M. Condon, Esq., at Murphy &
King, P.C., were on brief, argue for SW Boston Hotel Venture, LLC;
Auto Sales & Service, Inc.; General Trading Company; Frank Sawyer
Corporation; 100 Stuart Street, LLC; 30-32 Oliver Street
Corporation; General Land Corporation; and 131 Arlington Street
Trust.

E. Kate Buyuk, Esq., with whom Joseph F. Ryan, Esq., at Lyne,
Woodworth & Evarts LLP were on brief, argue for the City of
Boston.

Emanuel C. Grillo, Esq., with whom William M. Jay, Esq., and
Goodwin Procter LLP were on brief, argue for Prudential.

                     About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel in Boston.  The Company filed for Chapter
11 bankruptcy protection (Bankr. D. Mass. Case No. 10-14535) on
April 28, 2010.  Harold B. Murphy, Esq., and Natalie B. Sawyer,
Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel.  The Company estimated its assets and debts at
$100 million to $500 million.


SWJ HOLDINGS: Bankruptcy Case Transferred to Connecticut
--------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware transferred the Chapter 11 cases of SWJ
Holdings, LLC, et al., and all related adversary proceedings to
the Bankruptcy Court for the District of Connecticut.

Richard M. Coan, Chapter 7 trustee of First Connecticut Consulting
Croup, Inc., requested for the venue transfer.

Meanwhile, Roberta A. DeAngelis, United States Trustee for Region
3, has scheduled a meeting of creditors in the Chapter 11 cases of
SWJ Holdings and SWJ Management on May 5, 2014, at 1:00 a.m.  The
meeting will be held at the Office of the U.S. Trustee.

According to the case docket, Aug. 4 has been as the deadline for
any individual or entity to file proofs of claim against the
Debtors.

               About SWJ Holdings and SWJ Management

SWJ Holdings, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case No. 14-10376) on Feb. 25, 2014, estimating $10
million to $50 million in assets and less than $10 million in
liabilities.

A related entity -- SWJ Management, LLC -- filed for Chapter 11
protection (Bankr. D. Del. Case No. 14-10460) on March 3, 2014.
It estimated $10 million to $50 million in assets and $1 million
to $10 million in liabilities.

Judge Christopher S. Sontchi is assigned to the cases.

Bruce Duke, Esq., in Mount Laurel, New Jersey, serves as counsel
to the Debtors.

The Chapter 11 plan and disclosure statement are due July 1, 2014,
according to the case docket.

The petitions were signed by Richard Annunziata as managing
member.


TELEXFREE LLC: Files After Brazil Litigation
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TelexFree LLC, a marketer of Internet-based phone
services, filed for Chapter 11 protection on April 13 in Las
Vegas, listing assets for less than $100 million and debt
exceeding $100 million.

According to the report, the company grew rapidly, generating
revenue of $1 billion in 2013. To distribute and sell services, it
used 700,000 associates or promoters who sold unlimited
international calling for $49.90 a month.

In response to litigation in Brazil, the Las Vegas-based company
changed the associates? compensation program in March, the report
related.  The new program resulted in a decline in revenue and
increased compensation requests from the associates, the report
further related.

The case is In re TelexFree LLC, 14-12524, U.S. Bankruptcy Court,
District of Nevada (Las Vegas).


TOLL ROAD: Fitch Affirms 'BB+' Revenue Bonds Ratings
----------------------------------------------------
Fitch Ratings has affirmed at 'BB+' the rating for Toll Road
Investors Partnership II (TRIP II) Dulles Greenway project's
approximately $1 billion in outstanding revenue bonds, series 1999
and 2005.  The Rating Outlook is Stable.

The 'BB+' rating reflects Dulles Greenway's relatively high
leverage and back loaded debt structure extending to 2056,
combined with expected thin coverage and dependence on future toll
increases despite already above average toll rates.  Revenue risk
is partially offset by the presence of healthy reserve balances as
well as cash trap triggers and flexibility afforded by the debt
structure.  In Fitch's opinion, continual rate increases going
forward, translating into sustained above-inflationary revenue
growth, will be needed.  The Virginia State Corporation
Commission's (SCC) approved formulaic toll increases add more
certainty through 2020; however, political risk surrounding the
project's future tolling practices remains.

Key Rating Drivers

Commuter Base Facing Competition in Solid Service Area: Dulles
Greenway's metro DC service area supports strong inherent demand
and has long term growth potential despite housing induced
weakness experienced during the recent economic downturn.  Dulles
Greenway traffic, which is primarily commuter in nature and has
experienced declines back to 2006, has in part been affected by
improvements in alternative routes and a series of significant
toll increases.  Dulles Greenway continues to be subject to some
risk from the expansion of free alternatives and implementation of
mass transit.  Revenue Risk - Volume: Midrange

High Tolls Limiting Ratemaking Flexibility: Congestion management
and base toll rates per mile of $0.36 and $0.30, respectively, are
among the highest relative to peers in Fitch's rated portfolio,
and are likely to be considered high among those who take shorter
trips.  However, scheduled annual increases through 2020, with the
most recent implemented in April 2014, have been approved by the
SCC.  While the negative effects on demand from toll rate
increases to-date have been small, the economic rate-making
ability of TRIP II is only moderate.  The ability to maximize
revenues in a prolonged weak economic climate may be more limited
especially when the length of the debt profile and growing debt
service obligations are taken into consideration.  Revenue Risk -
Price: Weaker

Infrastructure Renewal & Capital Works: Dulles Greenway is a
relatively young asset with a manageable six-year capital
improvement plan through 2019, with over 90% of the $14 million
plan allocated to resurfacing.  Based on projected levels of
traffic and due to the lack of development activity, additional
construction works under existing agreements are not expected to
occur over the medium-term; the amounts and timing of these
construction obligations are currently uncertain. Infrastructure
Development & Renewal: Midrange

Back Loaded Debt With Flexible Amortization Structure: The debt
service profile steadily increases to maximum annual debt service
of $84.7 million at final maturity in 2056, reflecting mandatory
redemptions.  The debt structure provides flexibility to mitigate
potential near-term shortfalls in revenue to meet planned debt
service payments in the form of lower principal prepayments on the
series 2005 debt and two triggers for cash trapping.  However, a
continued deferral of planned debt repayment would cause debt
service obligations to balloon in the latter years of the
project's life.  Cash funded reserve balances, with more than $93
million in 2013, provide some added protection.  Debt Structure:
Midrange

High Leverage With Thin Debt Service Coverage: Leverage is high,
in the high 15x range.  The facility is dependent on continued
toll rate increases and revenue growth through maturity to
maintain minimum coverage levels at or above 1.25x.  While the
minimum debt service coverage threshold has been violated in
recent years, a trend that is likely to continue in the near-to-
medium term, the requirement to annually trap excess revenues when
the threshold is breached somewhat mitigates this factor.

Rating Sensitivities:

  -- The project's inability to sustain revenue growth at or above
     an annual rate of around 4% that results in debt service
     coverage levels at or below 1.10x for a prolonged period
     would pressure the rating;

  -- Changes in the pricing regime resulting in reduced overall
     tolls and/or lower than expected toll increases would further
     constrain the project's financial flexibility;

  -- O&M and improvement expenses materially above expectations
     that cause financial flexibility to be reduced;

  -- Further capacity enhancements on competing free routes, or
     significant diversions resulting from the Dulles Metrorail
     project that reduces Dulles Greenway's value of time
     advantage would likely weaken credit quality.

Security

The bonds are secured by a pledge of net revenues.

Credit Update

Traffic on the Dulles Greenway declined annually between 2006 and
2011, reflecting the combined effects of the economic downturn,
the impact of improvements along competing Route 28 that enhance
the attractiveness of the toll free alternative, and a series of
significant toll rate increases.  Traffic stabilized in 2012 and
2013, evidenced by a relatively flat performance in 2012 and 1.3%
growth in 2013, despite 8% and 2.5% toll increases in 2012 and
2013, respectively.  Data through March 2014 indicate that traffic
is down slightly by 0.4% when compared with the same period in
2013, with some of this underperformance likely due to the winter
weather conditions in the earlier months offset by stronger March
results this year due to falling of the Easter holiday in April
versus March of last year when traffic was lower.

As traffic on the Dulles Greenway is primarily driven by
commuters, revenue performance will largely be dependent on
elasticity of demand and the economic performance of the region.
The unemployment rate of below 4% in Loudoun County is currently
much lower than the national average.  To date, the impact of the
traffic declines has been more than offset by the impact of toll
increases, resulting in growing toll revenues.  In 2013, toll
revenues grew by 3.5% to $74.6 million, a rate of growth
consistent with the toll increases that took effect in January
2013.

The 2.5% toll increase in January 2013 was the first of those
expected to occur annually through January 2020 pursuant to an SCC
approved formula equal to the greater of the consumer price index
plus 1%, real GDP growth, or 2.8%.  The SCC may allow a greater
increase if the following three criteria are met: an independent
traffic and revenue study finds that tolls will be insufficient to
meet minimum coverage ratios, proposed tolls will not materially
discourage use of the roadway, and the proposed tolls provide the
operator no more than a reasonable rate of return.

Year-over-year toll revenues through March 2014 were slightly down
by approximately 0.3% as no toll increases were implemented over
this period.  In 2013, a member of the state legislature called
for the SCC to review the Dulles Greenway's tolling practices with
a request that they be lowered.  Fitch notes that the
investigation of Dulles Greenway's tolling practices is still
ongoing and Fitch will continue to monitor events on this front.
He also filed an objection to this year's toll increase and a
request to delay the increase until 30 days after the General
Assembly regular session in March.  This has resulted in a two
months delay of the 2014 planned toll increase; the final approval
to increase toll rates has been issued on April 8 with an
effective date of April 11 when the peak and non-peak tolls will
increase to $5.10 and $4.20, respectively.  This represents a 2.8%
toll increase plus an additional three cent increase for payment
of an increase in local property taxes to Loudoun County and the
Town of Leesburg.

Fitch views favorably the scheduled toll hikes and the continued
acknowledgement of the SCC that TRIP II should be allowed to raise
rates to comply with covenants to bondholders as it adds certainty
to the amount and timing of increases through 2020.  Additionally,
the inflationary nature of the increases moderate the political
risk associated with future toll increases.

Debt service coverage for fiscal 2013 was 1.09x (based on the
mandatory redemption schedule).  In years where debt service
coverage falls below the minimum coverage ratio of 1.25x, excess
cashflows must be trapped in the early redemption reserve fund for
one year.  In the event debt service coverage falls below 1.15x,
excess cashflows are required to be trapped for three years.  An
early redemption reserve is required to be maintained at a minimum
of $42.35 million and given cash trapping in prior years, the
reserve grew to hold approximately $47.34 million by fiscal 2013.
Additionally, a senior debt service reserve fund (DSRF) is
present, funded at $84.7 million with $39.7 million in cash and
the balance represented by an MBIA surety.  Together, the DSRF and
early redemption reserve provide adequate liquidity to support any
shortfalls in the medium term.  Total Dulles Greenway liquidity as
of December 2013, inclusive of the reserves noted above and the
operating reserve funded at 50% of O&M costs, was approximately
$93.6 million which serves as an added mitigant to near term risk.

Fitch's base case assumes traffic growth of less than 1% from 2013
and in this scenario actual debt service coverage based on the
mandatory redemption schedule would remain below the minimum
coverage level requiring continued trapping of cash in the near
term but then grows to over 1.25x in 2019 without regard to the
effects of the early redemptions pursuant to the Seventh
Supplemental Trust Agreement, and per that calculation Dulles
Greenway will not be able to make distributions to investors as.
Fitch notes that the flexibility of the debt structure allows for
lower scheduled debt service payments, which provides some relief
in the near term but only increases the burden in the back end.
Under a rating case that contemplate flat to declining traffic,
coverage ratios drop to just about 1.0x over an extended time
period.  Should this traffic profile play out and be viewed as
more permanent, negative rating action would be likely.


TRIAD GUARANTY: Exclusivity Extension Sought
--------------------------------------------
BankruptcyData reported that Triad Guaranty filed with the U.S.
Bankruptcy Court a second motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including September 26, 2014 and
November 25, 2014, respectively.

According to the report, the motion explains, "Exclusivity serves
several important purposes, embodying the policy that in most
circumstances, a debtor-in-possession is best suited to lead the
plan process, of course with the benefit of fulsome participation
by all case stakeholders. As set forth above, the further 180-day
extension of the Exclusive Periods is warranted here because,
among other things, an extension of the Exclusive Periods will
give the Debtor a reasonable opportunity to complete the
formulation and prosecution of a chapter 11 plan following the
adjudication of the Adversary Proceeding and Trading Motion.
Maintaining exclusivity for the extended period will benefit the
Debtor, its estate, and creditors and stakeholders as a whole. The
Debtor submits that its substantial progress in this case warrants
affording the Debtor a reasonable amount of additional time to
have exclusive plan filing and solicitation rights - in effect to
finish out the administration of this case in the manner in which
chapter 11 of the Bankruptcy Code is designed. In sum, the
requested extension of the Exclusive Periods will benefit the
Debtor and its estate by providing the Debtor with a full and fair
opportunity to resolve the Adversary Proceeding and formulate and
seek approval of a chapter 11 plan consistent with such
resolution. It is in the best interests of the Debtor, its estate,
and all creditors and stakeholders to obtain an extension of the
Exclusive Periods to ensure that the Debtor is afforded a
reasonable and sufficient time to resolve the litigation regarding
its rights with respect to the tax attributes and solicit,
confirm, and consummate a plan without the costly and counter-
productive prospect of a competing plan. Accordingly, the Debtor
believes that the requested extension is warranted and, indeed,
appropriate under the circumstances."

                       About Triad Guaranty

Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor said in court filings that it has no significant
operating activities, and has limited remaining cash and other
assets on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor said that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


TRILOGY INTERNATIONAL: S&P Retains 'CCC' Rating After $80MM Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC' issue-level
rating on Trilogy International Partners LLC's (Trilogy; B-
/Stable/--) 10.25% senior secured notes due 2016 remains unchanged
after an $80 million add-on.  This add-on increases the notes'
outstanding amount to $450 million.  The company will use the
proceeds for capital expenditures and for general corporate
purposes.

Trilogy completed the sale of additional notes in a private
placement after it amended its limitation on incurrence of
additional debt.  The notes are secured by a first priority lien
on the equity interests of Trilogy's certain, direct, wholly-owned
domestic subsidiaries and a pledge of certain intercompany and
third-party debt owed to the company or its subsidiaries.

RATINGS LIST

Trilogy International Partners LLC
  Corporate credit rating         B-/Stable/--
  Senior secured notes due 2016   CCC


UNITED AIRLINES: 2nd Circ. Remands DHL's Price-Fixing Suit
----------------------------------------------------------
Law360 reported that the Second Circuit remanded DHL's antitrust
lawsuit alleging United Airlines Inc. participated in a price-
fixing scheme, saying it's "skeptical" that DHL couldn't have
brought its allegations under United's Chapter 11 bankruptcy
proceedings.

According to the report, under the remand order, U.S. District
Judge John Gleeson will have to take a closer look at DHL's claims
it didn't have a "meaningful opportunity" to address its
allegations about the air-cargo fuel charge conspiracy during the
airline's Chapter 11 reorganization, which ended in 2009.

The case is DPWN Holdings (USA), Incorporated v. United Airlines,
Inc., Case No. 12-4867 (2d. Cir.).  DHL filed the complaint in
February 2011.

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.


UNITEK GLOBAL: Moody's Affirms 'Caa2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service changed UniTek Global Services, Inc.
("UniTek")'s outlook to stable from developing due to the
company's recent filing of its 10-K for the fiscal year ending
December 31, 2013 with an unqualified audit opinion and its steady
operating performance in 2013. In addition the company has
publicly indicated that it will address its high interest burden.
UniTek's Corporate Family Rating ("CFR") and Probability of
Default Rating ratings were affirmed at Caa2 and Caa2-PD,
respectively. Concurrently, the rating on the company's $135
million term loan due 2018 was affirmed at Caa2. A Speculative
Grade Liquidity rating of SGL-4 was assigned, denoting a weak
liquidity profile.

Ratings affirmed:

Corporate family rating, at Caa2

Probability of default rating, at Caa2-PD

$135 million term loan due 2018, at Caa2 (LGD-4, 57%) from Caa2
(LGD-4, 61%)

Outlook, changed to Stable from Developing

Ratings Rationale

UniTek's Caa2 CFR reflects the company's high interest burden,
lower revenue contribution expected from a contract with AT&T
(it's second largest customer) that expires in August 2014 as well
as the continued need to address internal control weaknesses over
financial reporting as cited in the company's 2013 10-K filing.
The expiring contract with AT&T accounted for 17.8% of revenues in
2013. In addition, although there is slightly greater near-term
operating performance visibility, there continues to be less
certainty regarding longer-term revenue and earnings performance,
particularly given lower than expected revenue contribution from
AT&T. The ratings also reflect concerns related to longer-term
operating performance given any reputational risk the company
could have sustained from last year's litigation, financial
statement restatements and audit committee investigation in 2013.
Furthermore, the company has gone through a fair level of senior
management changes over the last two years including the coming on
board of the company's current Chief Executive Officer in mid-2012
and the appointment of a new Chief Financial Officer in June 2013.

The high interest burden is associated with the company's
refinancing in July 2013 (that increased revolver availability and
facilitated the continuation of the company's contract with its
primary customer, DirecTV that accounts for 44% of the company's
revenues) in the midst of the financial statement delays. The
ratings are supported by the company's established market position
and blue-chip customer base. While revenue is concentrated with a
few customers, they are large media and telecommunication
companies that continue to invest in growth. Longer term,
outsourcing trends should expand UniTek's market opportunities,
however relatively low entry barriers and execution risks are
factors that have also been considered in the ratings. The ratings
also reflect the company's weak liquidity position primarily due
to aggressive covenant step-downs that the company must meet
through the remainder of the year to remain in compliance with its
bank agreement financial maintenance covenants and very high
interest costs on its debt.

The company's SGL-4 liquidity rating is characterized by the
company's expected continued tight headroom under covenants and
likelihood that it will not remain in compliance if operating
performance does not improve in tandem with required step-downs in
the covenants through the year. In addition, the company relies on
its $75 million revolving credit facility that is constrained by
its borrowing base levels that totaled $64.1 million at December
31, 2013. Although free cash flow generation could improve over
the next twelve months, it is not likely to be sufficient to fund
all its liquidity needs without relying on its asset-based
revolver. Virtually all assets are secured by the company's debt
facilities.

The stable outlook reflects the potential for weakening financial
performance over the medium term due to the loss of the AT&T
contract and uncertainty as to whether the company can refinance
its bank credit agreement on more favorable terms.

An upgrade and/or change in outlook would likely be predicated on
UniTek meaningfully improving operating performance, addressing
internal control weaknesses and/or entering into a refinancing to
loosen financial maintenance covenants and address its high
interest expense. Quantitatively, ratings could be upgraded if
EBIT/interest were to reach and be sustained at 1.0 times,
debt/EBITDA continue to stay below 6.0 times (4.8 times at 2013
year-end) while maintaining positive free cash flow.

Ratings could be downgraded if the company's liquidity position or
credit metrics deteriorate leading to an increased expectation for
a default or distressed exchange.

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.
Revenues for the fiscal year ended December 31, 2013 totaled $472
million.


UNIVERSAL HEALTH: May 1 Hearing on Sole Director Appointment
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
set for May 1, 2014, at 3:00 p.m., the hearing on the motion of
Soneet Kapila, Chapter 11 Trustee for Universal Health Care Group,
Inc., to (i) authorize the appointment of Mark Abernathy as the
sole director of certain of the Debtor's subsidiaries; (ii) direct
Mr. Abernathy to evaluate the appropriateness of filing Chapter 11
bankruptcy petitions for the subsidiaries; and (iii) authorize Mr.
Abernathy to file Chapter 11 bankruptcy petitions for the
subsidiaries.

As reported by the Troubled Company Reporter on Feb. 21, 2014, the
Chapter 11 Trustee withdrew, without prejudice, his emergency
motion to, among other things, appoint Mr. Abernathy as sole
director of the Debtor's subsidiaries.

On March 6, 2014, the Chapter 11 Trustee filed with the Court a
supplement in support of his motion for the appointment of Mr.
Abernathy.  BankUnited, N.A., in its capacity as the
administrative agent for secured parties currently owed in excess
of $36.5 million in outstanding note obligations by the Debtor,
supported that motion.  On the same day, objections to that motion
were filed by: (i) the Florida Department of Financial Services,
as court-appointed receiver for Universal Health Care, Inc.,
and Universal Health Care Insurance Company; (ii) Jean Johnson,
special deputy receiver of Universal HMO of Texas, Inc.;
(iii) Patrick H. Cantilo, on behalf of Cantilo & Bennett, LLP,
special deputy receiver of Universal Health Care of Nevada, Inc.;
and (iv) the Texas Department of Insurance.

In its objection, FDFS claims that: (i) the Chapter 11 Trustee
lacks the authority to replace the board of directors; (ii) it is
improper for a Trustee to file bankruptcy petitions for
subsidiaries of a debtor corporation without prior court
authority; and (iii) the subsidiaries are ineligible for
bankruptcy relief under the Bankruptcy Code.  The Texas Department
of Insurance asked that the Court should determine that the
Debtor's Texas insurance subsidiary, Universal-Texas is not an
eligible debtor pursuant to 11 U.S.C. Section 109(b)(2).

In a filing dated March 21, 2014, FDFS states that Mr. Abernathy's
disclosures concede that he is not disinterested, has a pecuniary
stake in the outcome of the neutral "guidance" he is being
employed to deliver, and would hold an interest adverse to
Debtor's estate.  "BankUnited's attempts (i) to puppeteer a
substantive consolidation of the Debtor and its subsidiaries to
expand its secured claim; and (ii) to thwart the adversary
proceeding by taking control of its opponent through subterfuge
ought not to be countenanced by this Court," FDFS says.

On April 8, 2014, Antilo & Bennett, L.L.P., the special deputy
receiver of Universal Health Care of Nevada, Inc., filed a joinder
in the objections of HCA Affiliated Providers and FDFS to the
appointment of Mr. Abernathy.  The Nevada SDR asserts its
agreement that the appointment of Mr. Abernathy should not be
approved because, among other things, none of the papers filed
either by the Chapter 11 Trustee or by BankUnited have these
parties explained how, even if appointed, Mr. Abernathy could
exercise the authority required to commence bankruptcy proceedings
for UHCNI or Universal HMO of Texas, Inc., in the face of valid
state court injunctions expressly barring anyone other than the
state receivers from exercising such authority.

BankUnited, in a filing dated March 28, 2014, says that the motion
to appoint is by no means an employment application subject to
approval under 11 U.S.C. 327(a).  According to BankUnited, it is
simply a request by the Chapter 11 Trustee for authority to
exercise his voting rights in the non-debtor subsidiaries outside
of the ordinary course of business subject to the Chapter 11
Trustee's sound business judgment.  "The mere fact that
Abernathy has agreed to serve as a director of the subsidiaries
without compensation should not raise any concerns as to his
objectivity.  Many directors in a wide range of businesses often
provide services without compensation.  In the event Abernathy
determines that placing the subsidiaries into bankruptcy is
appropriate, Abernathy will waive his right to receive
compensation for any time accrued prepetition," BankUnited says.


BankUnited filed on March 18, 2014, a response and motion to
strike the Amicus Curiae Brief of the National Organization of
Life and Health Insurance Guaranty Associations in opposition to
the appointment motion, which seeks to challenge the Chapter 11
authority of the Chapter 11 Trustee to appoint Mr. Abernathy.

Mr. Cantilo can be reached at:

      Patrick H. Cantilo
      Cantilo & Bennett, L.L.P.
      11401 Century Oaks Terrace, Suite 300
      Austin, Texas 78758
      Tel: (512) 478-6000
      Fax: (512) 404-6550
      E-mail: phcantilo@cb-firm.com
              UHCNV@cb-firm.com

FDFS is represented by:

      Thomas M. Messana, Esq.
      Messana, P.A.
      401 East Las Olas Boulevard, Suite 1400
      Fort Lauderdale, Florida 33301
      Tel: (954) 712-7400
      Fax: (954) 712-7401
      E-mail: tmessana@messana-law.com

BankUnited is represented by:

      Frank P. Terzo, Esq.
      Steven J. Solomon, Esq.
      Robert D. Peters, Esq.
      GrayRobinson, P.A.
      1221 Brickell Avenue, Suite 1600
      Miami, Florida 33131
      Tel: (305) 416-6880
      Fax: (305) 416-6887
      E-mail: frank.terzo@gray-robinson.com
              steven.solomon@gray-robinson.com
              robert.peters@gray-robinson.com

NOLHGA is represented by:

      Mark J. Wolfson, Esq.
      Foley & Lardner LLP
      100 North Tampa Street, Suite 2700
      Tampa, FL 33602-5810
      Tel: (813) 229-2300
      Fax: (813) 221-4210
      E-mail: mowolfson@foley.com

Jean Johnson is represented by:

      Robert B. Glenn, Esq.
      Glenn Rasmussen, P.A.
      100 S. Ashley Drive, Suite 1300
      Tampa, FL 33602
      Tel: (813) 229-3333
      Fax: (813) 229-5946
      E-mail: rglenn@glennrasmussen.com

              and

      Robert H. Nunnally, Jr., Esq.
      Wisener Nunnally Gold, LLP
      245 Cedar Sage, Suite 240
      Garland, Texas 75040
      Tel: (972) 530-2200
      Fax: (972) 530-7200
      E-mail: robert@wnglaw.com

                  About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.

Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


VERMONT LAW SCHOOL: Moody's Lowers $10.3MM Bonds to 'Ba1'
---------------------------------------------------------
Moody's Investors Service has downgraded its rating to Ba1 from
Baa2 on Vermont Law School's (VLS) $10.3 million Series 2011
Revenue Bonds issued by the Vermont Educational and Health
Buildings Finance Agency. The outlook is negative.

Moody's also maintain a Aa3/VMIG 1 on VLS's Series 2003B bonds
based on a Letter of Credit (LOC) from TD Bank, N.A. (Aa3/P-1
stable). There is no underlying rating on these bonds.

Summary Rating Rationale

The downgrade to Ba1 reflects continued substantial declines in JD
enrollment given reduced national demand, expectations for lower
net tuition revenue that will pressure cash flow and debt service
coverage, and modest projected headroom on a financial covenant
that may require an extraordinary release of net assets to remain
compliant in the near term.

The Ba1 rating captures Vermont Law School's adequate liquidity
coverage of demand debt and financial resource cushion for debt
and operations, as well as management's demonstrated ability to
manage through the past few years' weakened law school demand
while maintaining stable cash flow. The rating also incorporates
the school's small size and niche position as a standalone law
school, modest financial resources, and high dependence on student
charges.

The negative outlook reflects the potential for future erosion of
the school's market position leading to weaker operating
performance and erosion of financial covenant headroom that could
jeopardize orderly access to the market or raise concerns about
debt acceleration.

Challenges

-- Nationwide pressure on law school demand has resulted in lower
enrollment and weaker student demand for VLS. Enrollment declined
3.5% in fall 2013 for all programs and new matriculants for the JD
program have declined 45% from fall 2009 to fall 2013.

-- VLS's very small operating size ($28.2 million in revenue for
FY 2013), combined with a high dependence on tuition revenue,
makes the school vulnerable to even a small decline in enrollment.
Operating revenue declined 4% in FY 2013 and is projected to
decline further in FY 2014.

-- Provisions of the Letter of Credit and Master Trust Indenture
introduce potential acceleration risk. Downgrade to below
investment grade permits the letter of credit bank to accelerate
$3.4 million in demand bonds. While Moody's do not anticipate a
financial covenant breach in the near-term, two consecutive years
of below 1.0 times debt service coverage is considered an event of
default.

-- Net tuition per student has stagnated or declined for four
years, and is projected to decline further in FY 2014 and FY 2015.

Strengths:

-- Management has demonstrated an ability and willingness to cut
expenses resulting in historically stable cash flow (11.6% in FY
2013). Fiscal diligence will be critical in the future as revenues
continue to decline.

-- VLS has a fairly low debt burden at roughly one-half of annual
operating revenue. The school does not have any near-term debt
plans and does not expect to spend down reserves further.

-- VLS is developing new revenue streams by introducing new
master's programs to boost enrollment, and seeking new grants and
gifts.

Outlook

The negative outlook reflects the potential for future erosion of
the school's market position leading to weaker operating
performance and erosion in financial covenant headroom that could
jeopardize orderly access to the market or raise concerns about
debt acceleration.

What Could Make The Rating Go UP

An upgrade is unlikely at this time given the negative outlook and
pressure on operating performance. Return to a stable outlook
could result from stabilized enrollment and net tuition revenue
growth, combined with satisfactory debt service coverage. Growth
in financial resources, leading to improved coverage of debt and
operations, would also be considered a credit positive.

What Could Make The Rating Go DOWN

A downgrade could result from continued enrollment declines
leading to weaker cash flow and debt service coverage, erosion of
financial resources or liquidity, or debt acceleration.


WEST CORP: Enters Into Agreement to Acquire SchoolMessenger
-----------------------------------------------------------
West Corporation on April 14 disclosed that it has entered into an
agreement to acquire Reliance Holding, Inc. d/b/a SchoolMessenger,
a provider of notification and mobile communication solutions for
the K-12 education market.

Thousands of public and private school districts in all 50 states
depend on SchoolMessenger's innovative solutions to connect and
effectively communicate with millions of parents, students and
staff every day.  SchoolMessenger was founded in 1999 and has
become the leading provider of high volume, on-demand messaging
and communication platforms for the K-12 community.

SchoolMessenger will be a part of West's Unified Communications
business segment.  "We are excited to add SchoolMessenger to
West's strong portfolio of alerts and notifications solutions,"
said Todd Strubbe, president of West's Unified Communications
operating segment.  "We know that domain expertise, platform
performance and customer service are the three critical
requirements for delivering a world-class messaging and
notifications service.  SchoolMessenger has demonstrated
outstanding capability on all three dimensions.  We look forward
to sustaining this excellence and helping drive even greater
innovation."

"A focus on serving our customers has shaped the SchoolMessenger
culture since day one.  We are pleased to be joining such a widely
respected communications industry leader that shares our
commitment to customers," said Ron Davies, executive chairman of
SchoolMessenger.  "As part of West, we will have access to
additional resources and expertise that will further fuel our
growth and reputation as the recognized communications leader in
K-12."

Closing of this transaction, which is subject to customary closing
conditions, is expected to occur during the second quarter of
2014.  SchoolMessenger had revenue of approximately $27 million in
2013.  West expects this transaction to be slightly accretive in
2014 on an earnings per share basis, adjusted for deal-related
amortization and expenses.

                    About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company's balance sheet at Sept. 30, 2013, showed $3.48
billion in total assets, $4.26 billion in total liabilities and a
$782.60 million total stockholders' deficit.

                        Bankruptcy Warning

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     Sept. 30, 2013.

                           *    *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Omaha, Neb.-based
business process outsourcer West Corp. to 'BB-' from 'B+'.  The
upgrade reflects Standard & Poor's view that lower debt leverage
and a less aggressive financial policy will strengthen the
company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to B1 from B2.
"The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a
publicly owned company", stated Moody's analyst Suzanne Wingo.


WILLBROS GROUP: S&P Revises Outlook to Positive & Affirms 'B-' CCR
------------------------------------------------------------------
Standard & Poor's Rating Services said that it revised its rating
outlook on Houston-based engineering and construction company
Willbros Group Inc. to positive from stable.  At the same time,
S&P affirmed its ratings on the company, including the 'B-'
corporate credit rating.

The rating on specialty energy infrastructure contractor Willbros
reflects S&P's assessment of the company's "aggressive" financial
risk profile and "vulnerable" business risk profile.  Willbros
serves the oil, gas, refining, petrochemical, and power
industries, providing engineering, procurement and construction
(either individually or as an integrated engineering, procurement,
and construction service offering), turnarounds, maintenance,
facilities development, and operations services.

The rating incorporates the inherent cyclicality of the
engineering and construction services sector in which Willbros
participates.  The operating losses associated with certain of the
company's previous projects illustrate the inherent risks
associated with the sector.  Specifically, these risks include the
sector's competitive nature, the economic and political risks in
Willbros' upstream markets, and the potential for cost overruns in
the execution of fixed-price contracts.

The outlook is positive.  Willbros used the proceeds from its
recent asset sales to reduce debt leverage.  "Despite its previous
execution challenges, we expect that Willbros' gradually improving
operating performance will enable the company to generate moderate
free cash flow in 2014," said Standard & Poor's credit analyst
Robyn Shapiro.  "We also expect that the company will maintain at
least 15% headroom under financial covenants in its credit
agreement."

S&P could raise the rating during the next 12 months if the
company continues to generate and sustain positive free cash flow.
S&P would expect the company to maintain "adequate" liquidity,
including at least 15% headroom under financial covenants, and to
continue maintaining debt leverage at less than 5x.

S&P could revise the outlook to stable or negative during the next
12 months if Willbros' operating performance declines, causing
liquidity to deteriorate so that ongoing cash outflows and
covenant headroom to decrease to less than 10%.  This could result
from any unexpected execution challenges and project losses.


XTREME POWER: Younicos Completes Strategic Acquisition of Assets
----------------------------------------------------------------
Younicos Inc., a wholly-owned subsidiary of Younicos AG, a Berlin-
based company, on April 14 disclosed that it acquired Xtreme
Power's assets with a winning bid in a chapter 11 auction
supervised by the US District Bankruptcy Court of West Texas.

Younicos Inc. acquired all relevant strategic assets and will also
retain members of Xtreme Power's former management, engineering,
business development and operations team.  The former Xtreme Power
team joins Younicos with industry leading experience in designing,
implementing and servicing over 78 MW of energy storage
installations for a wide range of applications and has provided
several years of profitable up time and 24/7 customer support for
a multiple installations and customers.

James P. McDougall, CEO of Younicos: "This is a historic and
strategic moment for Younicos.  We're onboarding a great and
talented team, acquiring important assets, know-how and customer
relationships that are complementary to our current product and
services offering.  Younicos AG is the industry leader in Europe.
The Xtreme Power asset acquisition and joining of forces
establishes Younicos firmly in North America, one of the highest
potential growth markets for large scale energy storage
applications.  We look forward to integrating the two teams under
the Younicos flag and in doing so becoming the world leader in
large scale energy storage solutions."

Younicos and Xtreme Power have historically been industry leaders
on their respective sides of the Atlantic.  The two companies have
independently developed solutions that integrate key
infrastructure elements including multiple battery technologies,
inverters and power control systems with proprietary software that
sense and react to the needs of a wide range of power and energy
management requirements for grid-scale and island solutions.

Younicos is currently building Europe's first stand-alone
commercial battery park in Schwerin, Germany and is providing the
software for Europe's biggest commercial energy storage trial in
Leighton Buzzard, UK.

Xtreme Power was among the few companies in the industry with
multi-megawatt installations in the field.  Teaming up with Duke
Energy it implemented the largest US wind energy storage system at
the Notrees wind power project in west Texas.  In Hawaii and
Alaska, Xtreme Power's energy management systems are deployed at
five locations providing island renewable integration and grid
support.

This acquisition and combination of teams positions Younicos in a
global leadership role and as the go-to-company for megawatt-scale
energy storage solutions.

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtors have tapped Jordan Hyden Womble & Culbreth
& Holzer, P.C., as bankruptcy attorneys, Baker Botts L.L.P. as
special counsel, and Gordian Group, LLC, as investment banker and
financial advisor.

The Official Committee of Unsecured Creditors has retained
Hohmann, Taube & Summers, L.L.P. as counsel, and Baker Botts
L.L.P. as special counsel.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.


XTREME POWER: Horizon Technology Successfully Exits Investment
--------------------------------------------------------------
Horizon Technology Finance Corporation on April 14 disclosed that,
in connection with the United States Bankruptcy Court-approved
sale of substantially all of the assets of Xtreme Power, Inc.,
Horizon has successfully exited its investment in Xtreme.

Robert D. Pomeroy, Jr., Chairman and Chief Executive Officer of
Horizon, stated, "We are pleased to reach a successful exit of our
investment in Xtreme, our second resolution of a non-accrual
account over the past month.  The sale of Xtreme's assets has
provided a full recovery of Horizon's investment including all
principal, interest and fees, resulting in a realized internal
rate of return on the transaction of 17.7%.  As we continue to
aggressively manage our dynamic venture loan portfolio, we will
maintain our focus on taking advantage of the underlying value of
the assets securing our loans for the benefit of shareholders."

The United States Bankruptcy Court for the Western District of
Texas approved the sale of substantially all of the assets of
Xtreme.  In connection with the sale, Horizon has received cash
proceeds of $9.9 million.  Horizon applied $2.8 million of the
proceeds to fully reimburse the debtor-in-possession financing it
provided to Xtreme in the first quarter of 2014 and applied the
remaining $7.1 million of proceeds to fully pay off Xtreme's
venture loan balance, including fees and expenses.

For the quarter ended March 31, 2014, Horizon expects to reverse
approximately $1.3 million in previously recorded unrealized
depreciation on its loan investment in Xtreme.  As of December 31,
2013, the loan was on non-accrual with a cost of $6.0 million and
fair value of $4.7 million.

                 About Horizon Technology Finance

Horizon Technology Finance Corporation --
http://www.horizontechnologyfinancecorp.com-- is a business
development company that provides secured loans to development-
stage companies backed by established venture capital and private
equity firms within the technology, life science, healthcare
information and services, and cleantech industries.  The
investment objective of Horizon is to maximize total returns by
generating current income from a portfolio of directly originated
secured loans as well as capital appreciation from warrants that
it receives when making such loans.  Headquartered in Farmington,
Connecticut, with regional offices in Walnut Creek, California and
Reston, Virginia, Horizon is externally managed by its investment
advisor, Horizon Technology Finance Management LLC.  Horizon's
common stock trades on the NASDAQ Global Select Market under the
ticker symbol "HRZN".  In addition, Horizon's 7.375% Senior Notes
due 2019 trade on the New York Stock Exchange under the ticker
symbol "HTF."

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtors have tapped Jordan Hyden Womble & Culbreth
& Holzer, P.C., as bankruptcy attorneys, Baker Botts L.L.P. as
special counsel, and Gordian Group, LLC, as investment banker and
financial advisor.

The Official Committee of Unsecured Creditors has retained
Hohmann, Taube & Summers, L.L.P. as counsel, and Baker Botts
L.L.P. as special counsel.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.


ZUERCHER TRUST: Hearing on Plan Outline Scheduled for May 8
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 8, 2014, at
10:00 a.m., to consider the adequacy of information in the
Disclosure Statement explaining the Plan of Reorganization filed
by The Zuercher Trust of 1999.  Objections, if any, are due May 1.

According to the Disclosure Statement, the Debtor seeks to
accomplish payments under the Plan by income generated from -- or
through financing or sale of -- the real property located at 2400
- 2420 Bayshore Blvd., San Francisco, California.  The Plan says
the Bayshore property as of June 26, 2013, had an "as is" value of
$4.5 million plus upwards of $5.7 million if full rented.  The
Debtor said "there is positive cash flow out of tenant current and
potential from rental payments" on the Bayshore property.

Two properties of the Debtor -- at Alexandria and Union in Los
Angeles -- were sold in bankruptc over the Debtor's objection.
The order approving the sale is on appeal before the Bankruptcy
Appellate Panel.

Under the Plan, all administrative claims will be paid on the
Effective date of the Plan, unless a particular claimant agrees to
a different treatment.

Holders of classes of priority unsecured claims on the Effective
Date will be paid in full in cash.  As to general unsecured
claims, the Plan provides this treatment: "monthly as to
undisputed.  Upon confirmation of plan at rate of total $750.00
per month in equal shares."

Class of Interest holders will maintain their 100% interest.

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

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

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Hannah L. Blumenstiel presides
over the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP,
served as the Debtor's counsel.  The Debtor is now represented by:

     Bradley Kass, Esq.
     KASS & KASS LAW OFFICES
     520 S. El Camino Real, Suite 810
     San Mateo, CA 94402

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

In its schedules, the Debtor disclosed $28,450,000 in total assets
and $12,084,015 in total liabilities.

The petition was signed by Monica H. Hujazi, trustee of the
Zuercher Trust.

As reported in the TCR on March 22, 2013, August B. Landis, Acting
U.S. Trustee for Region 17, obtained authorization from the U.S.
Bankruptcy Court to appoint Peter S. Kravitz as Chapter 11 Trustee
for The Zuercher Trust of 1999.  Steven T. Gubner, Esq., and
Richard D. Burstein, Esq., at Ezra Brutzkus Gubner LLP, represent
the Chapter 11 Trustee as bankruptcy counsel.


ZUERCHER TRUST: Case Conversion Hearing Continued Until Sept. 25
----------------------------------------------------------------
Bankruptcy Judge Hannah L. Blumenstiel continued until Sept. 25,
2014 at 10:00 a.m., the hearing on the motion to convert the
Chapter 11 case of The Zuercher Trust of 1999 to one under
Chapter 7 of the Bankruptcy Code.

Judge Blumenstiel also denied the motion by the Chapter 11 trustee
to vacate the order related to the sale of the real property
located at 2400-2424 Bayshore Blvd., San Francisco, California.

Peter S. Kravitz, the duly appointed and acting Chapter 11
trustee, on Dec. 30, 2013, filed the motion to vacate the Court's
prior order granting the sale motion and for entry of a new order
(1) approving a new stalking horse bidder; (2) approving amended
sale procedures and bid protections in connection with sale.
Interested party Sterling Heatley, creditor Sequoia Mortgage
Capital, and Monica Hujazi, the Debtor's principal, on behalf of
the Debtor, opposed the trustee's motion to vacate.

Sterling Heatley, co-owner of the Bayshore Property, on Jan. 9,
2014, filed the motion to convert.  Heatley cited these grounds:

   (a) substantial or continuing loss to or diminution of the
       estate and the absence of a reasonable likelihood of
       rehabilitation;

   (b) gross mismanagement of the estate; and

   (c) unauthorized use of cash collateral substantially harmful
       to one or more creditors.

Judge Blumenstiel's order provides that:

   1. the Chapter 11 trustee must continue marketing the
      property until June 27, in a commercially reasonable
      manner and at a commercially reasonable price based upon
      the evidence of value currently in the record; and

   2. the Chapter 11 trustee must file and serve a disclosure
      statement by Sept. 19.

The Debtor has filed its own plan of reorganization and a hearing
has been set for May 8 to consider approval of the explanatory
disclosure statement.

Mr. Heatley -- through counsel, David M. Wiseblood, Esq., at the
Law Offices of David M. Wiseblood -- said in court papers filed on
Feb. 7 that he wants to see the Bayshore Property sold and his
interest paid for.  He said he has no desire to revert to the
prepetition status if the Court is seriously considering such a
result.  A sale of the asset will provide the best opportunity for
creditors to be paid, he said.

Bradley Kass, Esq., at Kass & Kass Law Offices, on behalf of the
Debtor and Ms. Hujazi, said the motion to convert must be denied
as the moving party has not met their burden of proof for such
drastic relief, and converting the case is not in the best
interests of the estate or disputed or undisputed creditors.

The Debtor and Ms. Hujazi also submitted a memorandum of points
and authorities in opposition to the motion, relating that the
motion to convert has minimal to do with the estate but is
believed to be for the self serving pursuit by the trustee and
their counsel to generate fees for themselves in the quickest
method possible.

The Chapter 11 trustee also objected to the motion to convert,
saying that many of the issues raised in the motion as grounds for
conversion have already been addressed to and disposed of by the
Court.  The trustee also objected to Mr. Heatley's description of
the trustee's actions in the Debtor's case as "grossly
mismanaged".

Mr. Heatley responded to the Chapter 11 trustee's filings, saying
the trustee cited no legal authority on point to defeat
conversion.

Meanwhile, Michael Joseph Profit Sharing Plan, a secured claimant,
has notified the Bankruptcy Court that its has not consented to
the Debtor's use of cash collateral related to the real property
at 911 N. Amphlett Blvd., San Mateo, California.  The Plan also
asked the Court to sequester all cash collateral for the Plan's
benefit.

Mark J. Romeo, Esq., at the Law Offices of Mark J. Romeo,
represented the Plan.

                     Real Estate Brokers Hired

On Dec. 12, 2013, the Bankruptcy Court authorized the Chapter 11
trustee to employ Madison Partners and Apartment Realty Advisors
as real estate brokers.  As reported in the Troubled Company
Reporter on Nov. 28, 2013, Madison has proposed to engage ARA as
sub-broker to handle local activities related to the marketing and
sale of the Bayshore Property, with compensation to ARA to be paid
from Madison's share of the commission.  The listing agreement
provides for a listing price of $3,425,000 and brokers have agreed
to accept a 6% commission of the gross sale price to be evenly
divided between Madison and ARA (3%) and the prospective buyer's
agent (3%).  In the event brokers are also agents for the
prospective buyer then brokers will be entitled to the 3%
commission otherwise paid to the third party agent, for a total of
6% commission to be divided between Madison and ARA.

Mr. Heatley, the minority co-owner of the Bayshore Property,
opposed the hiring.  Mr. Heatley said the Court must deny the
trustee's prejudicial and prejudicially untimely broker
application, not only because the trustee has violated the Court's
Sept. 11, 2013, that sets forth the requirements for the broker
application, but also because the application makes no sense.  Mr.
Heatley asserted that the trustee does not need two real
estate brokers to market and sell the property.

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Hannah L. Blumenstiel presides
over the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP,
served as the Debtor's counsel.  The Debtor is now represented by
Bradley Kass, Esq., at Kass & Kass Law Offices.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

In its schedules, the Debtor disclosed $28,450,000 in total assets
and $12,084,015 in total liabilities.

The petition was signed by Monica H. Hujazi, trustee of the
Zuercher Trust.

As reported in the TCR on March 22, 2013, August B. Landis, Acting
U.S. Trustee for Region 17, obtained authorization from the U.S.
Bankruptcy Court to appoint Peter S. Kravitz as Chapter 11 Trustee
for The Zuercher Trust of 1999.  Steven T. Gubner, Esq., and
Richard D. Burstein, Esq., at Ezra Brutzkus Gubner LLP, represent
the Chapter 11 Trustee as bankruptcy counsel.


ZUERCHER TRUST: Drops Bid to Terminate Chapter 11 Trustee
---------------------------------------------------------
The Zuercher Trust of 1999 and Monica Hujazi last month notified
the U.S. Bankruptcy Court Northern District of California of
withdrawal of their motion to terminate the appointment of Peter
S. Kravitz as Chapter 11 trustee for the bankruptcy estate of the
Debtor.

The hearing scheduled for March 20, 2014, was canceled.

The Chapter 11 trustee, through its counsel, Steven T. Gubner,
Esq., at Ezra Brutzkus Gubner LLP, opposed to the motion and
requested that the hearing on the motion, if not denied, must at
the least, be coordinated with the continued hearing on Sterling
Heatley's motion to convert the case to Chapter 7, set for
Sept. 25.

The Chapter 11 trustee said the Debtor's motion is just one more
example of the Debtor's and Ms. Hujazi's efforts to disrupt the
trustee's administration of the estate as well as to burden the
Court and attempt to interfere with its processes.

Meanwhile, the Bankruptcy Court denied the Debtor's request for
the Court to cite the Chapter 11 trustee for contempt, and to
impose sanctions against the trustee.

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Hannah L. Blumenstiel presides
over the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP,
served as the Debtor's counsel.  The Debtor is now represented by
Bradley Kass, Esq., at Kass & Kass Law Offices.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

In its schedules, the Debtor disclosed $28,450,000 in total assets
and $12,084,015 in total liabilities.

The petition was signed by Monica H. Hujazi, trustee of the
Zuercher Trust.

As reported in the TCR on March 22, 2013, August B. Landis, Acting
U.S. Trustee for Region 17, obtained authorization from the U.S.
Bankruptcy Court to appoint Peter S. Kravitz as Chapter 11 Trustee
for The Zuercher Trust of 1999.  Steven T. Gubner, Esq., and
Richard D. Burstein, Esq., at Ezra Brutzkus Gubner LLP, represent
the Chapter 11 Trustee as bankruptcy counsel.


* Selling 'Out of Trust' Makes Debt Nondischargeable
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that selling equipment "out of trust" gave rise to a
nondischargeable debt when the owners of the business filed for
bankruptcy, the Bankruptcy Appellate Panel in Cincinnati ruled,
reversing the decision of a bankruptcy court.

According to the report, a lender had a blanket lien on
construction equipment making up inventory of the company owned by
the bankrupt. The owner caused the company to sell several items
and didn't turn the proceeds over to the lender as required by the
security agreement.

The bankruptcy judge ruled after trial that the debt was
dischargeable, or wiped out in bankruptcy, the report related.

The appellate panel in Cincinnati reversed, in a March 26 opinion
by U.S. Bankruptcy Judge George W. Emerson Jr., holding that the
record showed that the owner knew about the lender's lien rights
and also knew the failure to pay over "would be substantially
certain to harm" the lender, the report further related.

Those findings satisfied the requirements of willful and
malicious, Judge Emerson said, the report added.

The case is Kraus Anderson Capital Inc. v. Bradley (In re
Bradley), 13-8010, U.S. Bankruptcy Appellate Panel for the Sixth
Circuit (Cincinnati).


* Recording Foreclosure Deed Not Required to Divest Ownership
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in West Virginia, concluding a foreclosure sale
extinguished the owner's legal and equitable interest in the
property, even though the deed wasn't delivered and recorded
before the owner filed for bankruptcy, according to a March 26
opinion by U.S. District Judge Irene C. Berger in Beckley, West
Virginia.

The report related that federal district courts in West Virginia
are split on whether the deed must be delivered and recorded after
a foreclosure sale to extinguish the owner's equitable interest in
the property. Judge Berger decided to follow a case called Bardell
in reversing the bankruptcy court's decision.

Judge Berger largely relied on the fact that Bardell the U.S.
Court of Appeals in Richmond, Virginia, upheld the lower court in
an unreported opinion, the report further related.

She interpreted West Virginia law as meaning that completion of
the foreclosure sale ended the owner's equitable interest in the
property, the report added.  Consequently, the property didn't
belong to the bankrupt estate and the bankruptcy judge should have
modified the automatic stay to permit recording the deed.

The case is RBS Inc. v. Bell (In re Bell), 13-27240, U.S. District
Court, Southern District of West Virginia (Beckley).


* BofA, Ex-CEO Lewis Settle Crisis-Era Suits
--------------------------------------------
James Sterngold, Dan Fitzpatrick and Nick Timiraos, writing for
The Wall Street Journal, reported that Bank of America Corp. and
former Chief Executive Kenneth Lewis took big steps to put the
financial crisis behind them by paying state and federal agencies
to settle lawsuits over the acquisitions of Countrywide Financial
Corp. and Merrill Lynch & Co.

According to the report, the Charlotte, N.C., lender said that it
would pay $9.5 billion to settle mortgage claims with Fannie Mae,
Freddie Mac and their federal regulator.

Bank of America also agreed to pay the state of New York $15
million to end a civil lawsuit by New York state Attorney General
Eric Schneiderman alleging the bank duped shareholders by failing
to disclose mounting losses at Merrill before buying the
securities firm in a rushed deal struck in 2008 near the height of
the financial crisis, the report related.  The bank neither
admitted nor denied wrongdoing in both settlements.

Mr. Lewis agreed to pay $10 million and accept a three-year ban
from work at any public company as part of the New York
settlement, the report further related.  Bank of America will
cover Mr. Lewis's penalty, according to people familiar with the
deal. Mr. Lewis neither admitted nor denied wrongdoing.

Bruce Yannett, Mr. Lewis's lawyer, said the former CEO "is proud
of the role he played in helping the U.S. banking system survive"
but that he "is pleased to put this matter behind him and to move
on with his life," the Journal cited.


* BofA Wins Recommendation for U.S. Mortgage Suit Dismissal
-----------------------------------------------------------
Erik Larson and Keri Geiger, writing for Bloomberg News, reported
that Bank of America Corp. should win dismissal of a U.S. Justice
Department lawsuit accusing it of misleading investors about the
quality of loans tied to $850 million in mortgage-backed
securities, a judge said.

According to the report, the government's claim that the bank made
false statements wasn't properly supported, U.S. Magistrate Judge
David Cayer in Charlotte, North Carolina, said on March 28 in a
recommendation to dismiss the case.  The U.S., which filed a
notice that it will object, has a chance to challenge the
recommendation before a district court judge and appeal any
dismissal.

Dismissal of the case "will represent a significant setback for
the government's legal efforts and likely mark the beginning of
the end for crisis-era litigation," Isaac Boltansky, a policy
analyst at Compass Point Research & Trading LLC in Washington,
said in a research note, the report cited.

The proposal comes as the U.S. seeks to punish companies for
wrongdoing that helped trigger the financial crisis, the report
related.  The case and others like it allege violations of a law
that is a relic of the savings-and-loan crisis of the 1980s,
allowing civil suits to reach back further in time to target bad
behavior and seek larger damages in court.

If the case is dismissed, it will be a first for about a dozen
companies that have been targeted under the Financial Institution
Reform, Recovery and Enforcement Act of 1989, known as FIRREA,
which allows the government to sue an individual or group, rather
than charge them with a crime, for fraud that affects a federally
insured financial institution, the report further related.


* Falcone Accused of Using Company Assets in Cash Crunch
--------------------------------------------------------
Alexandra Stevenson, writing for The New York Times' DealBook,
reported that an investor has accused the hedge fund billionaire
Philip A. Falcone of using his publicly listed company "to bail
himself out" after a reaching an $18 million settlement with the
Securities and Exchange Commission.

In the weeks after the S.E.C. settlement last August, Mr.
Falcone's hedge fund Harbinger Capital Partners was confronted
with a flurry of requests from investors to return their money,
the report related, citing a complaint filed by a Harbinger Group
shareholder, Haverhill Retirement System.

In a desperate attempt to find capital to replace the money
flowing out, according to the lawsuit, Mr. Falcone sold some
shares in Harbinger Group, where he is chief executive, the report
further related.  He later sold additional shares and added two
seats to the board of directors, eventually securing a $400
million investment by the Leucadia National Corporation, the suit
contends.

By doing so, "Falcone effectively used Company assets to bail
himself out of a personal financial crisis," the complaint said,
the report added.

According to the report, the lawsuit is the latest legal hurdle
for Mr. Falcone, who agreed to admit wrongdoing and be banned from
the securities industry for at least five years to settle market
manipulation accusations.


* Haynes And Boone Ducks High Court Appeal Over $1.3M Fee
---------------------------------------------------------
Law360 reported that the U.S. Supreme Court declined to hear an
appeal by a once-bankrupt man arguing he should not have to pay
$1.3 million in fees to his former attorneys at Haynes and Boone
LLP and Griffith Nixon & Davison PC.

According to the report, Timothy Michael Frazin filed his petition
to the high court in February, arguing that the Fifth Circuit
Court of Appeals erred in October when it ruled that he was not
entitled to damages for an alleged breach of fiduciary duty by the
law firms.


* High Court Won't Hear BofA's Ch. 7 Junior Lien Appeal
-------------------------------------------------------
Law360 reported that the U.S. Supreme Court has refused to take up
Bank of America NA's push to prevent Chapter 7 debtors from
completely nixing junior mortgage liens when the senior lien
exceeds the property's value, according to an order.

The report related that in a brief order, the high court denied
Bank of America's petition for a writ of certiorari without
comment, leaving in place lower court rulings the bank claims
ignore high court precedent on the issue and jeopardize Chapter 7
bankruptcy uniformity.


* SAC Urges Approval of U.S. Insider Trading Pact
-------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that SAC
Capital Advisors LP urged a federal judge to approve its record
$1.8 billion insider-trading settlement with the government,
saying the firm is "deeply remorseful" for the illegal acts of its
employees.

According to the report, SAC lawyer Martin Klotz asked U.S.
District Judge Laura Taylor Swain in a two-page letter on March 27
to sign off on the agreement, which also calls for the firm to
close its investment advisory business.

"The defendants are deeply remorseful for the misconduct of each
of the individuals who broke the law while employed by them,"
Klotz wrote, the report related.  "Even one person crossing the
line into illegal behavior is unacceptable. The defendants are
chastened by this experience, but are determined to learn from
it."

Four SAC units were indicted last year, accused of reaping
hundreds of millions of dollars in illegal profit through insider
trades by employees dating to 1999, the report further related.
Steven A. Cohen, 57, the firm's founder, faces an administrative
action by the Securities and Exchange Commission alleging he
failed to supervise the hedge fund's activities. Eight current or
former SAC employees have been convicted of insider trading
charges.

Manhattan U.S. Attorney Preet Bharara called SAC Capital "a
veritable magnet for market cheaters" when the indictment was
filed in July, the report added.  Cohen has denied wrongdoing and
isn't accused of a crime.

The criminal case is U.S. v. SAC Capital Advisors LP, 13-cr-00541,
U.S. District Court, Southern District of New York (Manhattan).
The civil case is U.S. v. SAC Capital Advisors LP, 1:13-cv-5182,
U.S. District Court, Southern District of New York (Manhattan).
The investor suit is Kaplan v. SAC Capital Advisors LP, 12-cv-
09350, U.S. District Court, Southern District of New York
(Manhattan).


* PBOC Official Blogs Skepticism About Bitcoin
----------------------------------------------
Chao Deng, writing for The Wall Street Journal, reported that an
official from China's central bank voiced his skepticism toward
bitcoin on his personal microblogging account, a move that comes
amid uncertainty around the digital currency's future in China.

According to the report, Zhang Niannian likened bitcoin exchanges
to "casinos" on Chinese microblogging website Sina Weibo in a
post.  Mr. Zhang asked several rhetorical questions in his
posting, including "Aren't you afraid that a bitcoin platform will
leave with your money?" as well as, "Do you think the court would
protect you?"

"Cherish life, walk away from bitcoin," the Journal cited the
official as saying.

Chinese media reported that the People's Bank of China has ordered
domestic banks to stop doing business with websites that trade in
bitcoin, the report related.

The price of bitcoin has fallen since the start of the year amid
the collapse of Tokyo-based bitcoin exchange Mt. Gox, which had
for a long time been the world's most prominent platform but which
filed for bankruptcy protection on Feb. 28, saying it had lost
hundreds of thousands of bitcoin, the report further related.


* Solons Call on Automakers to Share More Info on Fatal Accidents
-----------------------------------------------------------------
Michael A. Fletcher, writing for The Washington Post, reported
that two Senate Democrats unveiled a plan that would require
automakers to share more information about fatal accidents in an
effort to help federal regulators uncover defects such as the
flawed General Motors ignition switch that has been linked to at
least 12 deaths.

According to the report, GM has said it knew about the defective
switch for more than a decade before initiating a recall in
February of 1.6 million Chevrolet Cobalts and five other small
models. The National Highway Traffic Safety Administration had
been looking into the defect for years but has said it did not
have enough information to order a recall.

The legislation by Sens. Richard Blumenthal (D-Conn.) and Edward
J. Markey (D-Mass.) would require automakers to routinely submit
accident reports or other documents to the NHTSA when they learned
of a fatality involving one of their vehicles, the report related.

The bill would require the NHTSA, in turn, to make the information
available to the public in a user-friendly, searchable database,
the report further related.  That would allow consumers and
watchdog groups to more easily sift through the data in search of
safety problems.

"A massive information breakdown at NHTSA has led to deadly
vehicle breakdowns on our roads," the report cited Markey as
saying in a statement. "The Department of Transportation has the
authority to require critical safety information be made publicly
available, but it has never used its authority."


* Gavin/Solmonese's Weitz Among T&W People to Watch List for 2014
-----------------------------------------------------------------
Wayne Weitz, Managing Director at Gavin/Solmonese, was named one
of the top business professionals making their mark in turnaround,
bankruptcy and restructuring by Turnarounds & Workouts (T&W) in
its "People To Watch" list for 2014.

Mr. Wayne was recognized specifically for his financial advisory
roles in several high-profile bankruptcy cases during 2013.  These
included 11 statutory and ad hoc committees in bankruptcies, such
as the equity committee in AgFeed Industries, and creditors'
committees in Oreck Manufacturing, Conexant Systems, Namco Pools,
Highway Technologies and MFM Industries.  Additionally, Wayne
serves as financial advisor to the indenture trustee in Exide and
was Chapter 11 trustee in the Waste2Energy bankruptcy, where he
won a significant legal victory in the Isle of Man.

"I am honored to be named among the industry's leading bankruptcy,
restructuring and turnaround professionals," said Mr. Weitz.  "In
each case, I was a member of a tremendous team of dedicated
individuals who worked toward the best possible outcome for our
clients.  It is gratifying to see that our successes are
recognized among our peers and valued colleagues," he added.

In addition to Wayne's individual recognition, in January 2014,
The M&A Advisor recognized Gavin/Solmonese for its role
representing the Official Committee of Equity Security Holders in
the Chapter 11 sale of AgFeed Industries, Inc.  The firm was also
part of a distinguished professional team that received the Retail
Manufacturing/Distribution Deal of the Year Award from The M&A
Advisor for the sale of Oreck Corporation to Royal Appliance Mfg.
Co.

                        About Wayne Weitz

Wayne Weitz is a Managing Director of Gavin/Solmonese.  He is a
senior financial professional with more than 25 years of
experience advising clients and executing transactions as a
principal in corporate finance and capital structure optimization,
restructuring, mergers and acquisitions, financial management, and
bankruptcy.  He began his career as an investment banker and has
completed nearly 100 acquisitions, dispositions, and capital
formation transactions.

Wayne earned a Bachelor of Arts in economics and politics from
Brandeis University and an MBA in finance and accounting from the
University of Chicago Booth School of Business.

                       About Gavin/Solmonese

Whether it's protecting a company or its creditors from failure,
deploying new leadership, or reversing antiquated thinking,
Gavin/Solmonese -- http://www.gavinsolmonese.com--leads companies
to measurable bottom line improvement.  Named one of the country's
Outstanding Turnaround Firms by Turnarounds & Workouts, the
Gavin/Solmonese Corporate Restructuring Group (formerly NHB
Advisors) provides leadership for underperforming and troubled
companies and their stakeholders, helping businesses maximize
value for owners, investors, creditors and employees.  The
Gavin/Solmonese Corporate Engagement & Public Affairs Group leads
organizations through critical strategic thinking and tactical
planning, creating better connections with consumers, decision
makers and the media, resulting in market share growth and higher
profitability.



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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.

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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.


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