TCR_Public/140417.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 17, 2014, Vol. 18, No. 106

                            Headlines

1250 OCEANSIDE: DIP Lender Wants Plan Confirmed by May 31
22ND CENTURY: Henry Sicignano Cuts Stake to 9.8% as of March 31
AGFEED USA: Equity Panel Can Hire NERA as Economic Consultant
AIR MEDICAL: Moody's Lowers Corporate Family Rating to 'B3'
ALTA MESA: S&P Lowers CCR to 'B-' on Recapitalization

AMERICAN APPAREL: Offering $30.5 Million Common Shares
AMERICAN APPAREL: Amends Credit Facility with Capital One
AMERICAN POWER: Shareholders Elect Three Directors
ATHLON HOLDINGS: Moody's Rates $500MM Senior Unsecured Notes 'B3'
B456 SYSTEMS: Gets Court Approval to Settle Hanover's $7MM Claim

B456 SYSTEMS: Gets Court Approval to Settle AES' $13.7MM Claim
BG MEDICINE: Capital Ventures Stake at 7.4% as of April 3
BIOLIFE SOLUTIONS: Closes $15.4 Million of Units Offering
BIOZONE PHARMACEUTICALS: Now Known as Cocrystal Pharma, Inc.
BONDS.COM GROUP: Incurs $5.8 Million Net Loss in 2013

BRINK'S COMPANY: Moody's Puts Ba1 Rating on Review for Downgrade
C&K MARKET: Great American Okayed to Provide Add'l Valuation
CASH STORE: S&P Lowers Rating to 'CC' Over Sought Court Protection
CELESTE MINING: ASC Grants Management Cease Trade Order
CENGAGE LEARNING: S&P Assigns 'B' CCR; Outlook Stable

CHEYENNE HOTELS: Amends Disclosure Statement for 2nd Amended Plan
CICERO INC: Incurs $3.3 Million Net Loss in 2013
CLEARWATER SEAFOODS: S&P Raises CCR to 'B+'; Outlook Stable
COLOR STAR: Creditors Committee Wants to Co-Propose Exit Plan
COLOR STAR: Brad Walker Approved as Chief Restructuring Officer

COMMUNITY HEALTH BELOIT: Files for Chapter 11 Bankruptcy
COMMUNITY HOME: Founder Pleads Not Guilty to Fraud
COOPER-BOOTH: Seeks to Extend Solicitation Deadline Until June 30
CORD BLOOD: Incurs $2.9 Million Net Loss in 2013
DELTATHREE INC: Reports $1.8 Million 2013 Net Loss

DETROIT, MI: Reaches Pension Agreement with Retiree Group
DEIULEMAR SHIPPING: CIT Maritime Provides Credit Facility to Heron
DYNAVOX INC: Seeks Authority to Tap $350,000 DIP Loan from Tobii
DYNAVOX INC: Seeks Access to Unit's Books, Records for Diligence
EAGLE BULK: Amends Waiver & Forbearance Agreement

EASTMAN KODAK: Discloses 2013 Payments to Officers
EAU TECHNOLOGIES: Delays Form 10-K for 2013
ELEPHANT TALK: Incurs $22.1 Million Net Loss in 2013
ENERGETIC INC: Lamar Ellis Withdraws Involuntary Ch. 11 Case
ENDEAVOR ENERGY: $100MM Add-on No Impact on Moody's B3 Rating

EURAMAX HOLDINGS: Amends $70MM Credit Facility with Regions Bank
EXIDE TECHNOLOGIES: M Cam Okayed as IP Consultant & Broker
EXIDE TECHNOLOGIES: Can Hire Cleary Gootlieb as Special Counsel
FAIRMONT GENERAL: Court OKs Integra Realty as Valuation Expert
FEDERAL MOGUL: S&P Changes Ratings Outlook to Stable

FIRST MARINER: National Penn Bancshares Withdraws Bid
FOUNDATION HEALTHCARE: Incurs $20.4 Million Loss in 2013
FULLCIRCLE REGISTRY: Had $448,000 Net Loss in 2013
FUSION TELECOMMUNICATIONS: Incurs $5.5 Million Net Loss in 2013
GANNON INTERNATIONAL: U.S. Bank Wins Dismissal of Case

GREEN FIELD ENERGY: Texas Comptroller Objects to Exit Plan
GREYSTONE LOGISTICS: Reports $213,553 Net Loss in Feb. 28 Qtr.
H-FOOD HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
HANOVER INSURANCE: Fitch Affirms 'BB' Rating on Jr. Debentures
HD SUPPLY: Incurs $218 Million Net Loss in Fiscal 2013

HEARTHSIDE GROUP: Moody's Assigns 'B2' Corporate Family Rating
INDRA HOLDINGS: S&P Assigns 'B' CCR Over Totes Isotoner Deal
INTELLICELL BIOSCIENCES: Delays Form 10-K for 2013
IPC SYSTEMS: Moody's Affirms B3 CFR & Changes Outlook to Stable
IPC SYSTEMS: S&P Affirms 'B-' CCR & Rates $525MM Loan 'B-'

IPREO HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative
ISC8 INC: Kirsten Bay Appointed New President and CEO
JETBLUE AIRWAYS: Moody's Raises Corp. Family Rating to 'B2'
JAMES RIVER: To Cease Trading on Nasdaq
KOPPERS INC: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR

LARSEN ROAD GREEN BAY: Files for Chapter 11 in Milwaukee
LDK SOLAR: HRX Commits to Provide $14 Million in Financing
LIBERTY MEDICAL: Has Until April 16 to Decide on OCL, Byrd Leases
LIBERTY MEDICAL: Seeks Court Approval to Settle Bayer Claim
LOCATION BASED TECH: Incurs $1.3-Mil. Net Loss in Feb. 28 Qtr.

MACH GEN: Amended Prepackaged Reorganization Plan Confirmed
MACH GEN: Moelis Okayed as Financial Advisor & Investment Banker
MARTIFER SOLAR: Gets Court Approval to Hire FTI Consulting
MARTIFER SOLAR: Court Denies Former Execs' Bid to Hire Carlyon
MARTIFER SOLAR: Cathay Asked Court to Appoint Bankruptcy Trustee

MARTIFER SOLAR: Asks Court to Approve Incentive Plan
MARTIFER SOLAR: Court Asked to Require Martifer to Pay Suppliers
MARTIFER SOLAR: Carlyon Law Group Denied to Represent Officers
MEDICURE INC: Engages Knight Therapeutics as Advisor
MEE APPAREL: Five Members Appointed to Creditors' Committee

MEE APPAREL: Rejects 43 Real Property Leases
METRO AFFILIATES: Gets OK to Sell Assets to Quality Bus
METRO AFFILIATES: Drops Motion to Employ Auctioneers
MI PUEBLO: Files Plan to Exit Chapter 11
MI PUEBLO: Hiring GA Keen as Real Estate Advisor

MOBIVITY HOLDINGS: Incurs $16.7 Million Net Loss in 2013
MOBIVITY HOLDINGS: Geri Suster No Longer Serving as COO
MOMENTIVE PERFORMANCE: Proposes KCC as Claims and Notice Agent
MOMENTIVE PERFORMANCE: Proposes $570-Mil. of DIP Financing
MOMENTIVE PERFORMANCE: Incurs $464 Million Net Loss in 2013

MSC HOLDINGS: S&P Assigns 'B' CCR & Rates Proposed $225MM Loan 'B'
MT. LAUREL LODGING: Can File Chapter 11 Plan Until June 2
MUSCLEPHARM CORP: Appoints Donald Prosser as CFO
NATURAL MOLECULAR: Wants Court to Remove Two Committee Members
NAVISTAR INTERNATIONAL: M. Rachesky Stake at 17.2% as of April 10

NEW YORK TIMES: S&P Affirms 'B+' CCR &; Outlook Stable
NOBLE LOGISTICS: Hires DLA Piper as Bankruptcy Counsel
ORANGE COUNTY: S&P Revises Outlook to Stable & Affirms 'B+' Rating
PACIFIC STEEL: Gets Final OK to Use Wells Fargo's Cash Collateral
PACIFIC STEEL: $8.5MM Loan From Siena Approved on Final Basis

PACIFIC STEEL: Hires Thoits Law as Transaction Counsel
PACIFIC STEEL: Taps Mowat Mackie as Accountant
PALM DRIVE HEALTH: CEO Files Declaration re Ch. 9 Eligibility
POLY PLANT PROJECT: Files for Chapter 11 in Los Angeles
PORTER BANCORP: Appoints Two New Directors

POSITIVEID CORP: Reports $13.3 Million 2013 Net Loss
PRIME TIME: U.S. Trustee Unable to Appoint Creditors Committee
PROSPECT SQUARE: Wins Continued Access to Cash Collateral
REGENCY ENERGY: Moody's Hikes Corporate Family Rating to 'Ba2'
REGIONAL CARE: Plan Confirmation Hearing Scheduled for May 15

REGIONAL CARE: Hammond Hanlon Approved as Investment Banker
REGIONAL CARE: Taps Fadell Cheney as Special Malpractice Counsel
RG STEEL: Committee Asks Judge to Amend Cash Collateral Order
RICE ENERGY: S&P Assigns 'B-' Corp. Credit Rating; Outlook Pos.
ROGERS BANCSHARES: Plan Approval Hearing Continued Until June 24

RYNARD PROPERTIES: Can Access Cash Collateral Through September
SHEARER'S FOODS: Medallion Foods Deal No Impact on Moody's B2 CFR
SIMON WORLDWIDE: Incurs $3.6 Million Net Loss in 2013
SIMPLY WHEELZ: Sells 12 Car-Rental Locations for $9.7-Mil.
SIMPLY WHEELZ: Bid for Approval of Fleet Financing Denied as Moot

SIMPLY WHEELZ: Seeks to Tap $100-Mil. to Purchase Vehicles
SIMPLY WHEELZ: Use of Hertz Vehicles Extended Until June
SIRIUS XM CANADA: S&P Assigns 'BB-' CCR; Outlook Stable
SOUTH LAKES DAIRY: April 24 Hearing on Final Decree Closing Case
SPENDSMART PAYMENTS: Incurs $1.9 Million Loss in Dec. 31 Qtr.

STELERA WIRELESS: U.S. Trustee Disbands Equity Committee
STELERA WIRELESS: HSPG & Associates Approved as Accountant
STERLING INFOSYSTEMS: S&P Affirms 'B' CCR; Outlook Stable
SUNSTATE EQUIPMENT: S&P Withdraws 'B+' CCR at Company's Request
TEE INVESTMENT: Withdraws Motion to Remove Chapter 11 Trustee

THERMOENERGY CORP: President and CEO James Wood to Resign
TIME INC: $200MM Add-on Notes No Impact on  Moody's 'Ba3' CFR
TLC HEALTH: Wants Until July 14 to Decide on Leases
TOMSTEN INC: Confirms Modified Plan of Liquidation
TRIAD CAMPUS V: Ch. 11 Case Moved to New Venue

TRIGEANT LTD: Sues to Enjoin BTB Refining From Using Dock
TRONOX INC: May 28 Hearing on $5.15BB Settlement With Anadarko
U.S. CELLULAR CORP: S&P Lowers Rating on 2 Note Classes to 'BB+'
UNI-PIXEL INC: Appoints Jeff Hawthorne as President and CEO
UNI-PIXEL INC: Robert Rusenko Promoted to COO

UNIVERSAL SOLAR: Incurs $1.3 Million Net Loss in 2013
USG CORP: BH Nebraska, et al., to Convert $56MM Notes to Equity
UTEX INDUSTRIES: Moody's Affirms B3 CFR & Revises Outlook to Neg.
VERTICAL COMPUTER: Settles Infringement Suit vs. Samsung
VICTOR OOLITIC: Auction Cancelled; To Proceed With ICF's Offer

WALLDESIGN INC: Beazer Homes Okayed to Prosecute "Angeles" Suit
WALTER ENERGY: to Idle Coal Mines in British Columbia
WARNER MUSIC: EVP and Chief Financial Officer Decides to Quit
XTREME POWER: Younicos Wins at Auction
Z TRIM HOLDINGS: Reports $13.4 Million 2013 Net Loss

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


1250 OCEANSIDE: DIP Lender Wants Plan Confirmed by May 31
---------------------------------------------------------
Bankruptcy Judge Robert J. Faris in Hawaii authorized 1250
Oceanside Partners and its affiliates to enter into a Second
Amendment to the DIP loan with Sun Kona Finance I LLC as lender.

There were no objections or responses to the Debtors' Motion.  The
Court issued its order on April 11.  A hearing on the Motion had
been set for April 14.

The Second Amendment provides that so long as the borrower is not
in default, Sun Kona will make advances to the borrower in the
aggregate principal amount not to exceed $4.4 million.

The Second Amendment requires the Debtors to obtain a "final,
unappealed order" confirming a plan of reorganization by May 31.

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

                   About 1250 Oceanside Partners

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

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

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

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

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

A creditors committee has not been appointed.

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


22ND CENTURY: Henry Sicignano Cuts Stake to 9.8% as of March 31
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Henry Sicignano III disclosed that as of
March 31, 2014, he beneficially owned 5,879,392 shares of common
stock of 22nd Century Group, Inc., representing 9.87 percent of
the shares outstanding.  Mr. Sicignano previously reported
beneficial ownership of 6,084,927 shares at Feb. 25, 2013.  A copy
of the regulatory filing is available at http://is.gd/kxwYjZ

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $26.15 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011.  As of Dec. 31, 2013, the Company had $12.28 million in
total assets, $4.76 million in total liabilities and $7.52 million
in total shareholders' equity.

Freed Maxick CPAs, P.C., in Buffalo, New York, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The accounting firm
previously expressed substantial doubt about the Company's ability
to continue as a going concern in their audit report on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that 22nd Century has
suffered recurring losses from operations and as of Dec. 31, 2012,
has negative working capital of $3.3 million and a shareholders'
deficit of $6.1 million.  Additional capital will be required
during 2013 in order to satisfy existing current obligations and
finance working capital needs as well as additional losses from
operations that are expected in 2013, the report added.


AGFEED USA: Equity Panel Can Hire NERA as Economic Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Equity Security Holders for the
bankruptcy case of AgFeed USA LLC and its debtor-affiliates to
retain National Economic Research Associates Inc. as its economic
consultant.

NERA will provide economic consulting services to the Equity
Committee including:

  a) advising the Equity Committee on approaches to valuation and
     potential settlement of the claims asserted by the class
     claimants and the SEC in these Cases;

  b) employ appropriate financial models and methodologies
     (including proprietary NERA trading models) to analyze and
     determine the percentage of current shareholders of the
     Debtors who might also qualify as Defrauded Investors
     according to the SEC;

  c) draft memoranda summarizing and explaining each methodology
     employed to reach its conclusions, for use by the Equity
     Committee, its counsel and financial advisor, and certain
     other retained professionals in these Cases, as may be
     necessary or appropriate;

  d) advise the Equity Committee in connection with and, if
     necessary, appear at critical hearings, meetings,
     mediations, and other public events; and

  e) provide other services consistent with this engagement.

NERA's billing rates for its professionals:

     Officers                        $425-$900
     Senior Consultants              $350-$595
     Consultants                     $325-$475
     Senior Analysts                 $275-$420
     Analysts                        $250-$335
     Associate Analysts              $240-$310
     Research Associates/Assistants  $135-$250

NERA charges a one-time flat fee of $2,500 for the use of its
proprietary predicted settlement model, and a $2,500 fee for the
use of its proprietary securities class action database.

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

                       About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.


AIR MEDICAL: Moody's Lowers Corporate Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service downgraded Air Medical Holdings, LLC's
ratings by one notch, including its Corporate Family Rating to B3
from B2 and its Probability of Default rating to B3-PD from B2-PD.
The company's senior secured term loans and senior secured notes
held at Air Medical Group Holdings, Inc., were also downgraded to
B3 from B2, and the $200 million HoldCo contingent cash pay term
loan issued at Air Medical Holdings, LLC., was downgraded to Caa2
from Caa1. The rating outlook is stable. The downgrades reflect
Moody's view that the company's earnings and key credit metrics
will not meet previous expectations over the next 12 to 18 months.

The downgrade reflects Moody's expectation that the company will
continue to face near-term challenges, including rising operating
costs following increased FAA requirements, which could further
delay the company's progress in reducing adjusted debt to EBITDA
to below 6.0 times on a sustained basis. On a pro forma basis for
two recent acquisitions in 2014, the company's adjusted debt to
EBITDA was approximately 7.0 times as of December 31, 2013.
Financial leverage has increased in recent quarters due to a
significant rise in weather-based cancellations of patient
transport requests, and incremental debt of $200 million used to
fund a special dividend to shareholders in mid-2013.

Air Medical Holdings, LLC

Ratings downgraded:

  Corporate Family Rating to B3 from B2

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

  $200 million contingent cash pay term loan to Caa2 (LGD 6, 92%)
  from Caa1 (LGD 6, 92%)

Air Medical Group Holdings, Inc.

Ratings downgraded:

  Senior secured term loans to B3 (LGD 3, 44%) from B2 (LGD 3,
  44%)

  Senior secured notes to B3 (LGD 3, 44%) from B2 (LGD 3, 44%)

The rating outlook is stable.

Ratings Rationale

The B3 Corporate Family Rating reflects the company's very high
financial leverage, small absolute size based on revenue and
earnings, and very high bad debt expense, principally tied to the
self-pay portion of Air Medical's revenues. In addition, Moody's
believes that available cash and cash flow will be prioritized for
growth initiatives and acquisitions to strengthen the company's
geographic footprint, instead of material debt reduction. The
rating also reflects aggressive financial policies, evidenced by
the mid-2013 special dividend to shareholders, funded with $200
million of incremental debt. Partially offsetting these risk
factors are the company's historically solid EBITDA margins and
its strong market position as the largest independent provider of
community-based air ambulance services in the United States.

The stable ratings outlook reflects Moody's expectation that the
company's credit metrics will improve only slightly over the next
12 to 18 months despite near-term challenges. The stable outlook
also incorporates Moody's expectation that the company will
maintain at least an adequate liquidity profile.

The ratings could be downgraded if the company faces top-line and
earnings pressure such that financial leverage increases, or if
operating margins, cash flow, or liquidity deteriorates. In
addition, the ratings could be lowered if the company engages in
material debt-financed shareholder initiatives.

The ratings could be upgraded if the company exhibits a
combination of EBITDA growth and debt repayment, combined with
positive free cash flow, such that adjusted debt to EBITDA is
sustained below 6.0 times and free cash flow to debt is sustained
above 4%.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Lewisville, Texas, Air Medical is the largest
independent provider of air medical services in the world,
operating through subsidiaries, Air Evac Lifeteam, Med-Trans,
EagleMed, Reach Air Medical Services, and AirMedCare Network,
which collaborate with leading hospital systems, medical centers
and EMS agencies to offer access to emergency medical care. As of
December 31, 2013, the company operated a fleet of 253 helicopters
and airplanes, providing services from 211 bases across 31 U.S.
states. The company is majority owned by financial sponsor Bain
Capital Partners, LLC. For the year ended December 31, 2013, Air
Medical's generated total net revenue of approximately $631
million.


ALTA MESA: S&P Lowers CCR to 'B-' on Recapitalization
-----------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Houston-based Alta Mesa Holdings L.P. to 'B-'
from 'B'.  The outlook is stable.

S&P also lowered its issue ratings on Alta Mesa Holdings L.P.'s
senior unsecured notes to 'CCC+' from 'B'.  S&P simultaneously
revised the recovery rating on the senior unsecured debt to '5',
indicating its expectation of modest (10% to 30%) recovery in the
event of a payment default, from '4'.

At the same time, S&P removed the ratings on Alta Mesa from
CreditWatch, where they were placed with negative implications on
April 2, 2014, following the company's announcement of a
leveraging recapitalization.

The downgrade on Alta Mesa Holdings L.P. reflects S&P's view that
the recent recapitalization of the company is a leveraging
transaction.  Alta Mesa Investment Holdings (which S&P
consolidates with Alta Mesa Holdings L.P.) issued $200 million of
senior notes and $150 million of convertible preferred equity,
which S&P treats as debt.  Proceeds were primarily used to redeem
Denham's Capital's ownership in Alta Mesa Investment Holdings
(AMIH).  As a result of the transaction, S&P now views Alta Mesa's
financial profile as "highly leveraged."

"The stable outlook reflects Standard & Poor's expectation that
Alta Mesa will moderately increase production while maintaining
adequate liquidity to fund fixed costs and capital spending for
the next 12 months," said Standard & Poor's credit analyst Stephen
Scovotti.

S&P could lower the rating if it views liquidity as "less than
adequate."  This could occur if the company is unable to expand
production, there is a downturn in hydrocarbon prices, or if the
company increases its capital spending budget.

S&P could raise the rating due to its assessment of an improvement
in the company's financial profile, which S&P currently views as
highly leveraged.  This could occur if the company meaningfully
increases production and cash flows such that adjusted FFO to debt
is sustained at levels consistent with an "aggressive" financial
profile, including sustained adjusted FFO to debt above 20%, while
maintaining adequate liquidity.


AMERICAN APPAREL: Offering $30.5 Million Common Shares
------------------------------------------------------
American Apparel, Inc., has commenced an underwritten public
offering of $30,500,000 of shares of its common stock.  The
Company intends to use the net proceeds of the offering to fund
working capital and for general corporate purposes, including its
April 2014 cash interest payment on the Company's senior secured
notes.

The Company intends to grant the underwriters a 30-day option to
purchase up to $4,575,000 of additional shares of its common stock
to cover over-allotments, if any.  The Company's common stock is
listed on the NYSE MKT under the symbol "APP."

Roth Capital Partners is acting as sole book-running manager and
Brean Capital is acting as co-manager for the offering.

The shares of common stock will be issued pursuant to an effective
shelf registration statement on Form S-3 previously filed with the
Securities and Exchange Commission.  Copies of the preliminary
prospectus supplement and the accompanying prospectus related to
the offering may be obtained from Roth Capital Partners,
Attention: Equity Capital Markets, 888 San Clemente Drive, Newport
Beach, CA 92660, (800) 678-9147.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service.  The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


AMERICAN APPAREL: Amends Credit Facility with Capital One
---------------------------------------------------------
American Apparel, Inc., and certain of its domestic subsidiaries
entered into an amendment to the credit agreement governing its
credit facility with Capital One Business Credit Corp. (f/k/a
Capital One Leverage Finance Corp.) which, effective upon the
Company's receipt of at least $25 million of net proceeds from a
financing prior to April 15, 2014, among other things:

   -- waives the obligation to maintain the minimum fixed charge
      coverage and maximum leverage ratios for the three-month
      periods ended Dec. 31, 2013, and March 31, 2014; r

   -- resets for future periods the fixed charge coverage ratio,
      the maximum leverage ratio and the maximum capital
      expenditures allowed;

   -- adds a minimum EBITDA covenant; increases the interest rate
      payable under the credit agreement by 0.5 percent per annum;
      and

  -- increases the fees payable upon early termination.

A copy of the Amendment No. 5 to Credit Agreement and Limited
Waiver is available for free at http://is.gd/FpvYrF

                     About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service.  The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


AMERICAN POWER: Shareholders Elect Three Directors
--------------------------------------------------
American Power Group Corporation held its 2014 annual meeting of
stockholders on April 9, 2014, at which Maury Needham, Lyle Jensen
and Lew Boyd were elected as directors.  The shareholders ratified
Schechter, Dokken, Kanter, Andrews & Selcer, Ltd.'s appointment as
the Company's independent auditors for the fiscal year ending
Sept. 30, 2014.  In addition, the shareholders approved, on a
nonbinding, advisory basis, the compensation of the Company's
named executive officers.

Meanwhile, on April 9, 2014, the Company's Chief Executive
Officer, Lyle Jensen, delivered a power point summary of
accomplishments and informational items to shareholders at the
Annual Meeting.  The power point presentation is available for
free at http://is.gd/9ohd7I

                      About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. See additional information at
www.americanpowergroupinc.com.

For the nine months ended June 30, 2013, the Company reported a
net loss available to common shareholders of $2.03 million.
American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million for the year ended Sept. 30, 2011.

At Dec. 31, 2013, the Company had $9.82 million in total assets,
$4.36 million in total liabilities and $5.46 million in
stockholders' equity.


ATHLON HOLDINGS: Moody's Rates $500MM Senior Unsecured Notes 'B3'
-----------------------------------------------------------------
Moody's Investor Service assigned a B3 rating to Athlon Holdings
LP's proposed $500 million senior unsecured notes due 2022.
Athlon's other ratings and stable outlook were unchanged. Net
proceeds will be used to fund a portion of the $873 million
payment involving certain Permian Basin property acquisitions that
were announced on April 8, 2014.

Issuer: Athlon Holdings LP

Assignments:

  US$500M Senior Unsecured Regular Bond/Debenture, Assigned B3
  (LGD5, 74%)

Ratings Rationale

The new notes will rank equally in right of payment with Athlon's
existing 2021 notes and will have the same subsidiary guarantee
arrangement. The senior unsecured notes are rated B3 reflecting
the sizeable secured borrowing base revolving credit facility in
Athlon's capital structure, which has a first-lien claim to
substantially all of Athlon's assets, including at least 80% of
Athlon's PV-10 value for proved reserves. Athlon's recently
upsized $1.0 billion borrowing base will likely be reduced by 25%
of the new note issuance amount. However, if the borrowing base
sees significant growth in the future increasing the proportion of
secured debt relative to unsecured debt in the capital structure,
it is possible that Athlon's notes could be double notched.

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

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

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

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

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

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

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


B456 SYSTEMS: Gets Court Approval to Settle Hanover's $7MM Claim
----------------------------------------------------------------
The liquidating trustee appointed under the Chapter 11 plan of
B456 Systems, Inc. received court approval for a deal, which
resolves Hanover Insurance Co.'s $7 million claim.

Under the settlement, Hanover can retain the portion of the $1.75
million credit that B456 Systems obtained from Silicon Valley
Bank, which is currently in the possession of the insurance
company.

Hanover's claim will be deemed withdrawn and the liquidating
trustee will no longer be required to maintain the $5.25 million
reserve, which was created under an agreement they executed in
September last year.  The money will be used instead to pay the
claims of creditors approved under the liquidating plan.

Hanover filed a $7 million claim for potential losses under the
bonds it issued to B456 Systems as part of the company's 2011
agreement with Southern California Edison Co.  As security for the
bonds, B456 Systems obtained a letter of credit in the amount of
$1.75 million from Silicon Valley naming Hanover as beneficiary.

In November 2012, SCE declared an "event of default" under the
2011 agreement and informed Hanover that it would seek payment
against the bonds.  Following the declaration, Hanover drew down
the full amount of the credit, some portions of which were
retained by the insurance company.

                        About B456 Systems

B456 Systems, Inc., formerly A123 Systems, Inc., designs,
develops, manufactures and sells rechargeable lithium-ion and
energy storage systems.  In the transportation industry market,
the Company works with global automotive manufacturers and tier 1
suppliers to develop batteries and battery systems for hybrid
electric vehicles (HEVs), plug-in hybrid electric vehicles (PHEVs)
and electric vehicles, (EVs).  The Company's transportation
business is divided into two categories: heavy-duty and passenger.
As of Dec. 31, 2011, the Company's product offerings included
batteries in various sizes and forms, as well as packaged modules
and fully-tested battery systems.  The platform for battery and
battery system development is its Nanophosphate material.  In
January 2013, A123 Systems LLC acquired the non-government
business assets of the Company.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

As reported by Reuters, on May 21, 2013, the Company won court
approval for its bankruptcy plan.  Under the approved Plan,
unsecured creditors of the Company are expected to recover about
65 cents for each dollar.


B456 SYSTEMS: Gets Court Approval to Settle AES' $13.7MM Claim
--------------------------------------------------------------
The liquidating trustee appointed under the Chapter 11 plan of
B456 Systems, Inc. received court approval for a deal, which
resolves the claim filed by a group of creditors led by AES Energy
Storage, LLC.

Under the settlement, the group can assert a $6.6 million general
unsecured claim, down from the $13.7 million it originally wanted.
The creditors will be entitled to receive payments on account of
their claims in accordance with the liquidating plan.

The claim stemmed from the rejection of B456 Systems' contracts
with the creditors, which was approved by the U.S. Bankruptcy
Court for the District in Delaware.

Under the contracts, B456 Systems provided services and materials
to the claimants in connection with the development of energy
storage facilities in West Virginia, New York and Chile.

                        About B456 Systems

B456 Systems, Inc., formerly A123 Systems, Inc., designs,
develops, manufactures and sells rechargeable lithium-ion and
energy storage systems.  In the transportation industry market,
the Company works with global automotive manufacturers and tier 1
suppliers to develop batteries and battery systems for hybrid
electric vehicles (HEVs), plug-in hybrid electric vehicles (PHEVs)
and electric vehicles, (EVs).  The Company's transportation
business is divided into two categories: heavy-duty and passenger.
As of Dec. 31, 2011, the Company's product offerings included
batteries in various sizes and forms, as well as packaged modules
and fully-tested battery systems.  The platform for battery and
battery system development is its Nanophosphate material.  In
January 2013, A123 Systems LLC acquired the non-government
business assets of the Company.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

As reported by Reuters, on May 21, 2013, the Company won court
approval for its bankruptcy plan.  Under the approved Plan,
unsecured creditors of the Company are expected to recover about
65 cents for each dollar.


BG MEDICINE: Capital Ventures Stake at 7.4% as of April 3
---------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Capital Ventures International and Heights Capital
Management, Inc., disclosed that as of April 3, 2014, they
beneficially owned 2,550,000 shares of common stock of BG
Medicine, Inc., representing 7.4 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/LK4aF9

                         About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

Deloitte & Touche LLP expressed substantial doubt about the
Company's ability to continue as a going concern in their report
on the Company's financial statements for the year ended Dec. 31,
2013, citing the Company's recurring losses from operations,
recurring cash used in operating cash flows and stockholders'
deficit.

The Company reported a net loss of $15.85 million in 2013 and a
net loss of $23.77 million in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $9.35 million
in total assets, $10.42 million in total liabilities, and a
stockholders' deficit of $1.07 million.


BIOLIFE SOLUTIONS: Closes $15.4 Million of Units Offering
---------------------------------------------------------
BioLife Solutions, Inc., has closed a public offering of units for
gross proceeds of approximately $15.4 million at a price of $4.30
per unit, completed the conversion of $14.3 million of debt into
equity and received approval to list its common stock on the
NASDAQ Capital Market.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann
Financial Services Inc. acted as the exclusive placement agent for
the public offering of units.  Each unit consisted of one share of
common stock and one warrant.  Each whole warrant is exercisable
for a period of seven years to acquire one share of common stock
for $4.75 per share.  Net proceeds from the offering are estimated
at $13.6 million.  The Company intends to use the net proceeds of
the offering for general corporate purposes, including working
capital.

Concurrently with the close of the public offering, $14.3 million
of secured debt held by two note holders was converted on a
private placement basis into approximately 3.3 million units
having terms substantially similar to the units issued in the
public offering.  The Company's directors, officers and note
holders have executed lock-up agreements with a six-month term,
subject to certain exceptions.

The Company has received approval to list its common stock on the
NASDAQ Capital Market.  The Company expects that its common stock
will commence trading on the NASDAQ Capital Market effective
March 26, 2014.  The ticker symbol will remain unchanged at BLFS.

Additional information is available for free at:

                        http://is.gd/wORODD

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions incurred a net loss of $1.08 million in 2013,
a net loss of $1.65 million in 2012, and a net loss of $1.95
million in 2011.  As of Sept. 30, 2013, the Company had $3.20
million in total assets, $16.06 million in total liabilities and a
$12.85 million total shareholders' deficiency.


BIOZONE PHARMACEUTICALS: Now Known as Cocrystal Pharma, Inc.
------------------------------------------------------------
Biozone Pharmaceuticals, Inc., merged into its wholly-owned
subsidiary, Cocrystal Pharma, Inc., on March 18, 2014.  As a
result, the Company's name is now Cocrystal Pharma, Inc.

There was no change in outstanding capitalization.  All common and
preferred shareholders received the exact same number of shares of
capital stock they previously owned, and all options and warrants
were converted in the same manner.  Pending approval from the
Financial Industry Regulatory Authority, the Company's common
stock continues to trade under the prior BZNE symbol.

                    About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $7.59 million in total assets,
$18.05 million in total liabilities and a $10.45 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BONDS.COM GROUP: Incurs $5.8 Million Net Loss in 2013
-----------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
applicable to common stockholders of $5.83 million on $7.45
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss applicable to common stockholders of $9.17 million
on $7.56 million of revenue in 2012.

As of Dec. 31, 2013, the Company had $2.83 million in total
assets, $2.23 million in total liabilities and $608,331 in total
stockholders' equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has sustained recurring losses and negative cash flows
from operations, and has a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.

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

                        http://is.gd/wOwMHv

                       About Bonds.com Group

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

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


BRINK'S COMPANY: Moody's Puts Ba1 Rating on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the Baa3 rating of The Brink's
Company's $480 million revolving credit facility and the Ba1
rating on $43 million of Dominion Terminal Associates bonds
guaranteed by Brink's under review for downgrade.

Brink's has faced challenges to improve profitability in its core
cash-in-transit business in North America and Europe for several
years. However, it has continued with more profitable operations
in other regions, particularly in Latin America. The announcement
on April 14 of an expected first quarter re-measurement charge on
net monetary assets in the company's Venezuelan subsidiary and the
application of a significantly lower exchange rate to translate
future Venezuelan results signifies a reduction in the capacity of
the more profitable international operations to offset weaker
results in developed regions. Going forward the company will begin
to use a floating exchange rate which was approximately 50
Venezuelan bolivars to the US dollar on March 31, 2014, to
translate the financial statements of its Venezuelan subsidiary
compared to the previous 6.3 official rate. The development will
add pressure on Brink's ratings which have been subject to a
negative outlook since February 22, 2013.

Ratings Rationale

The exchange rate change will impact Brink's standing in several
ways: (1) if applied retroactively to Brink's December 31, 2013
balance sheet it would reduce the dollar equivalent of the
subsidiary's cash holdings at the end of December by some $82
million, thereby lowering Brink's liquidity and consolidated cash
position by nearly a third; (2) If applied retroactively to
Brink's 2013 revenue, a reduction of close to $392 million or
around 10% would result and non-GAAP measures of segment
profitability would decline by some $75 million or slightly more
than 25%. This would trim Brink's scale while its debt burden
would essentially be unchanged; (3) Unless offset by improvements
elsewhere, the value of the Venezuelan subsidiary's contributions
to future earnings will decline, potentially, causing Brink's
EBITDA and EBIT to be lower than previous expectations. This could
elevate leverage and reduce interest and free cash flow coverage
metrics; and (4) Not only do the developments reflect the extent
that contributions from the Venezuelan subsidiary had on Brink's
financial profile but highlight the weak performance of its North
American operations which accounted for only 7% of non-GAAP
consolidated 2013 operating profit. In turn, unless domestic
profitability trends improve, additional valuation allowances to
deferred tax assets may be required.

Still, following changes in Venezuela's currency controls, Brink's
should be free to repatriate more, if not all, of its future
profits earned in that country (recent requests to repatriate
earnings at higher exchange rates had been denied). However, their
value will be smaller than would have been the case if the bolivar
were stronger. In addition, the lower value of the bolivar will
reduce future expenses related to non-controlling interests as the
Venezuelan subsidiary is not wholly-owned.

The review will consider the ability of profits and cash flows
earned at other international operations to offset lower
contributions anticipated from Venezuela, prospects for meaningful
improvement in North American results, the resultant effects on
key credit metrics, as well as liquidity.

The last rating action was on February 22, 2013 at which time a
Baa3 rating on the company's unsecured revolving credit facility
was affirmed but the outlook was revised to negative.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010.

The Brink's Company, headquartered in Richmond, VA, provides
security-related services on a global basis through its primary
operating entity, Brink's, Inc. Services include cash-in-transit,
secure transportation of valuables, ATM servicing, payment
services, guarding, and related logistics. Revenue in 2013 was
approximately $3.9 billion.


C&K MARKET: Great American Okayed to Provide Add'l Valuation
------------------------------------------------------------
The Bankruptcy Court authorized C&K Market, Inc., to employ Great
American Group Advisory & Valuation Services LLC to provide
additional valuation services.

As reported in the Troubled Company Reporter on March 27, 2014,
Great American A&V will provide a supplemental valuation of
certain inventory, machinery, and equipment in the Chapter 11
case.

Great American A&V has already been employed by the Debtor to
provide valuation services pursuant to a Court Order entered
March 4, 2014.

For the supplemental valuation, the Debtor will pay Great American
A&V a fixed fee of $3,000, plus out-of-pocket expenses.

Michael Marchlik, national sales and marketing director of Great
American A&V, 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.

In a separate order, the Court authorized the Debtor to employ
Cushman & Wakefield OR, Inc. as appraiser.

                       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.


CASH STORE: S&P Lowers Rating to 'CC' Over Sought Court Protection
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit and issue-level ratings on Edmonton, Alta.-based The Cash
Store Financial Services Inc. (CSF) to 'CC' from 'CCC'.  The '4'
recovery rating on the senior secured notes, which indicates S&P's
expectation for average (30%-50%) recovery of principal if a
default occurs, is unchanged. The outlook is negative.

"The downgrade is in accordance with our criteria ("Criteria For
Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings," Oct. 1, 2012)
and follows CSF's announcement that its board of directors has
voted to authorize the company and its subsidiaries to bring an
application in the Ontario Superior Court of Justice to seek
protection from creditors under the Companies' Creditors
Arrangement Act," said Standard & Poor's credit analyst Michael
Leizerovich.  The company also announced that its board of
directors has authorized the company and its subsidiaries to enter
into a debtor-in-possession financing agreement pursuant to which
up to C$20.5 million will be available to CSF to enable it and its
affiliates to continue operations during the CCAA proceedings.

The outlook is negative.  Standard & Poor's expects to maintain
the 'CC' ratings pending news that the court has approved the
company's application for CCAA protection, at which time Standard
& Poor's expects that it would lower the rating to 'D'.  Shortly
thereafter, S&P will reassess CSF's credit profile based on the
operating assets and capital structure in place.


CELESTE MINING: ASC Grants Management Cease Trade Order
-------------------------------------------------------
Celeste Mining Corp. on April 15 disclosed that it has been
granted a Management Cease Trade Order by its principal regulator,
the Alberta Securities Commission.  As previously announced on
March 28, 2014, a MCTO application was made by the Company in
respect of the late filing of the Company's annual financial
statements, accompanying Management's Discussion and Analysis and
related CEO and CFO Certifications of annual filings for the
financial year ended November 30, 2013.

The MCTO restricts all trading in securities of the Company,
whether direct or indirect, by the Chief Executive Officer, the
Chief Financial Officer and the directors of the Company, until
such time as the Required Filings have been filed by the Company.
All other parties are permitted to freely trade in the Company's
securities.

As previously announced, the delay in completing the Required
Filings is attributable to the additional time and efforts spent
securing an additional injection of working funds for the Company
to complete an audit of its financial statements.  The Company's
board of directors and its management confirm that they are
working expeditiously with the Company's auditors to meet the
Company's obligations relating to the filing of the Required
Filings, and the Company continues to expect to file the Required
Filings on or before May 31, 2014.

The Company confirms that it will satisfy the provisions of the
alternative information guidelines under section 4.4 of National
Policy Statement 12-203 respecting Cease Trade Orders for
Continuous Disclosure Defaults, for so long as the Required
Filings are outstanding.

The Company confirms that there are no insolvency proceedings
against it as of the date of this news release.  The Company also
confirms that there is no other material information concerning
the affairs of the Company that has not been generally disclosed
as of the date of this news release.

                          About Celeste

Celeste Mining Corp. -- http://www.celestemining.com-- is a
Canadian corporation currently focused on the acquisition of an
interest in Cornish Minerals Limited (a UK registered company)
which controls mining rights in the historic Cornish mining region
in Cornwall, England, including the South Crofty Mine as announced
in a news release dated May 25, 2011.  In addition, Celeste
continues to assess other tin, copper and copper-gold properties
for exploration and development opportunities.


CENGAGE LEARNING: S&P Assigns 'B' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned Cengage
Learning Holdings II Inc. a 'B' corporate credit rating.  The
outlook is stable.

At the same time, S&P assigned subsidiary Cengage Learning
Acquisitions Inc.'s $1.75 billion first-lien term loan due 2020 a
'B+' issue-level rating, with a recovery rating of '2', indicating
S&P's expectation for substantial (70%-90%) recovery of principal
in the event of a payment default.

"The 'B' corporate credit rating on Cengage Learning reflects our
assessment of the business risk profile as 'weak' and its
financial risk profile as 'highly leveraged' following the
company's April 1, 2014, emergence from Chapter 11 bankruptcy
protection and completion of its financial restructuring," said
Standard & Poor's credit analyst Hal Diamond.

The stable outlook reflects S&P's expectation for healthy
discretionary cash flow over the near term, and that debt leverage
will remain high, but gradually improve through modest EBITDA
growth.

S&P believes an intermediate term downgrade is more likely than an
upgrade, although not likely over the near term.  A downgrade
would likely entail successive double-digit percent declines in
EBITDA, which could occur if the company loses market share and
does not make considerate progress transitioning its business
toward profitable digital learning solutions.  Specifically, S&P
could lower the rating if it concludes that leverage will rise
above 5x, which could occur if sales and EBITDA decline 5% and
15%, respectively, in the fiscal year ended March 31, 2015.  S&P
could also lower the rating if the company's financial policy
shifts toward substantial debt-financed acquisitions or a large
dividend.

Although highly unlikely over the next couple years, S&P could
raise the rating if the company gains market share, meaningfully
increases the contribution from digital operations, and
consistently improves operating performance.  A further important
input will be the track record that management establishes with
respect to repaying debt and returning cash to shareholders.


CHEYENNE HOTELS: Amends Disclosure Statement for 2nd Amended Plan
-----------------------------------------------------------------
Cheyenne Hotels, LLC, submitted on April 11, 2014, a Disclosure
Statement explaining its Second Amended Plan of Reorganization
dated April 11, 2014.

The Bankruptcy Court, according to minutes of the hearing held
April 4, ordered the Debtor to file an Amended Disclosure
Statement by April 11.  The U.S. Trustee and creditors had until
April 15 to file objections.

At the April 4 hearing, the Court considered the Debtor's
Disclosure Statement explaining the First Amended Plan, which was
filed March 31, as well as the objection of Colorado East Bank and
Trust.

According to the Amended Disclosure Statement, to fund payments
under the Plan, the Debtor will continue its business operations
and make the plan payments out of operating income of the Debtor's
hotel -- a three-story, interior corridor, 107 guest room
facility, with high-end common areas, including a swimming pool,
fitness room, breakfast area, business center and meeting rooms --
with the exception of the payment of the Colorado East Bank &
Trust claim within a year of the Effective Date, which will
require either (1) a sale of an interest in the Hotel or the
Debtor; or (2) a new loan.

The so-called Goforth Creditors have agreed to subordinate the
payment of their claim to a refinancing of the Colorado East Bank
& Trust Secured Claim in an amount not exceeding $8,400,000, under
the terms of an agreement, but subject to commercially reasonable
changes as may be requested by the new lender.

Accordingly, it will not be necessary to pay the Goforth Claims in
full at the time the Colorado East Bank & Trust Claim is
satisfied.  However, if the Debtor is unable to refinance or
otherwise satisfy the Colorado East Bank & Trust Secured Claim
within a year of the Effective Date, it is likely that the
Colorado East Bank & Trust Claim will be foreclosed and any claims
that have not been satisfied before the foreclosure will not be
paid.

Under the Plan, the Debtor will have the right to sell the Hotel
at any time.  Upon sale of the Hotel, all Claims will be paid in
full, or as may be agreed with the holders of the Claims.

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

     http://bankrupt.com/misc/CHEYENNEHOTELS_2ndAmendedDS.pdf

                       About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts. The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents Hotel Investments.

Hotel Investments won confirmation of its own Chapter 11 plan on
Aug. 16, 2013.  A copy of the Third Amended Plan of Reorganization
dated Aug. 5, 2013, is available at no charge at:

      http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF

No committee of creditors or equity security holders has been
appointed in the Debtors' cases.

As reported by the Troubled Company Reporter on Jan. 6, 2014, the
U.S. Trustee for Region 19 is seeking dismissal of the Hotel LLC
case.  Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne
Hotels has been afforded the protections of the Bankruptcy Code
for over two years but has failed to confirm a Chapter 11 Plan.
Meanwhile, the bankruptcy estate continues to accrue
administrative expenses, including professional fees, which are
diminishing the bankruptcy estate.


CICERO INC: Incurs $3.3 Million Net Loss in 2013
------------------------------------------------
Cicero, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
applicable to common stockholders of $3.33 million on $2.19
million of total operating revenue for the year ended Dec. 31,
2013, as compared with a net loss applicable to common
stockholders of $315,000 on $5.99 million of total operating
revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $4.19 million
in total assets, $12.80 million in total liabilities and a $8.60
million total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2013.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/0htaaK

                          About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.


CLEARWATER SEAFOODS: S&P Raises CCR to 'B+'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Halifax, N.S.-based Clearwater Seafoods
L.P. to 'B+' from 'B'.  The outlook is stable.

At the same time, Standard & Poor's raised its issue-level rating
on the company's senior secured bank debt to 'BB' from 'BB-'.  The
'1' recovery rating on the debt is unchanged, indicating S&P's
expectation of very high (90%-100%) recovery in the event of
default.

"The upgrade reflects what we view as the continued strengthening
of Clearwater's financial risk profile given greater-than-expected
EBITDA in the past year," said Standard & Poor's credit analyst
Lori Harris.  This has resulted in improved credit protection
measures for the company, including adjusted debt to EBITDA of
3.3x and funds from operations (FFO) to debt of 23% in 2013.  "We
believe Clearwater will be able to sustain this improved financial
risk profile over the medium term," Ms. Harris added.

The ratings on Clearwater reflect Standard & Poor's view of the
company's "weak" business risk profile and "significant" financial
risk profile, which result in an anchor score of 'bb-'.  S&P then
applied the comparable rating analysis modifier, which had a
negative one-notch impact on the anchor, as S&P believes credit
ratios could fluctuate from current levels because of the
potential for acquisitions and earnings volatility.

While Clearwater is a leading vertically integrated harvester,
processor, and distributor of premium shellfish and seafood
products, it is still a very small player in the fragmented global
seafood market.  The company specializes in offshore fishing of
scallops, coldwater shrimp, clams, lobster, and crab.
Clearwater's products are subject to changes in supply and demand,
which can affect financial performance.  S&P expects global demand
for seafood to continue to grow in the next several years largely
due to seafood's health aspects and the increasing prosperity of
key Asian markets.  Clearwater benefits from the highly regulated
seafood industry's operating environment, with fishing volume
driven by quota limitations and company-owned licenses, resulting
in significant barriers to entry.  Regulatory support is provided
by the Department of Fisheries and Oceans, which is responsible
for the conservation, protection, and sustainable use of Canada's
fisheries.

The stable outlook on Clearwater reflects Standard & Poor's belief
that the company will maintain its solid market position in
premium shellfish and seafood products, along with its
strengthened credit protection measures, including adjusted debt
to EBITDA below 4.5x and FFO to debt above 15%.

S&P could lower the ratings if the company's operating performance
falls below its expectations or if Clearwater's financial
flexibility and credit ratios weaken materially, resulting in
adjusted debt to EBITDA above 5x and FFO to debt below 12%.

S&P could raise the ratings in the next few years if the company
demonstrates continued strengthening of its market position and
operating performance, along with management committing to a more
conservative financial risk profile for Clearwater, including
maintaining debt leverage below 3.5x and FFO to debt above 20%.
S&P would likely remove the comparable rating analysis modifier,
which currently has a negative one-notch impact on the anchor
score.


COLOR STAR: Creditors Committee Wants to Co-Propose Exit Plan
-------------------------------------------------------------
The Creditors Committee in the Chapter 11 cases of Color Star,
LLC, et al., responded to the Debtors' motion for exclusivity
extension to make clear that its consent to an extension is based
on the Committee and the Debtors filing a joint consolidated plan
of liquidation for the estates.

On March 17, 2014, the Debtors requested that the Court extend
their exclusive periods to file a Chapter 11 plan until June 13,
and solicit acceptances for that Plan until Aug. 12.

The Committee explains that the Debtors' and Committee's periods
for investigating potential claims, defenses and causes of action
held by the estates against their prepetition senior and
subordinated lenders have not yet expired.  Accordingly,
unresolved, substantial contingencies continue to exist in the
cases.

The Committee has been negotiating with the Debtors over the terms
of a potential liquidating plan, and is optimistic that the
Debtors and Committee will in the near future file a consolidated,
joint plan proposed for the estates.

                        About Color Star

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

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

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

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


COLOR STAR: Brad Walker Approved as Chief Restructuring Officer
---------------------------------------------------------------
Bankruptcy Judge Brenda T. Rhoades authorized Color Star, LLC, et
al., to (i) employ Brad Walker and his firm Brad Walker, LLC, to
provide management and restructuring services to the Debtors; and
(ii) designate Mr. Walker as chief restructuring officer.

As reported in the Troubled Company Reporter on March 10, 2014,
the Debtors said the employment of Mr. Walker is critical to their
operations and is in the best interests of creditors and the
estates.  Mr. Walker began his relationship with the Debtors on
Sept. 18, 2013, while he was employed by Scouler & Company, and
has worked with the Debtors preparing their bankruptcy filings and
negotiating with the Debtors' creditors.

Mr. Walker will be responsible, along with Debtors' counsel, for
communicating with creditors, interest holders, and the Court and
formulating a plan of reorganization.  Mr. Walker will be
responsible for:

   -- overseeing the Debtors wind down of cash and expenditures;

   -- assisting with the collection of the Debtors' remaining
      accounts receivable, insurance proceeds and other cash
      deposits;

   -- overseeing the dissolution/liquidation of the remaining
      business operations/assets; and

   -- assisting the Debtors in maintaining, reporting and updating
      weekly cash flow.

Mr. Walker told the Court that his hourly rate is $250, and the
professionals working and assisting in the preparation of Monthly
Operating Reports will be compensated at an hourly rate of $125.
He will also be reimbursed for actual and necessary expenses.

To the best of the Debtors' knowledge, the firm and Mr. Walker are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Color Star

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

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

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

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


COMMUNITY HEALTH BELOIT: Files for Chapter 11 Bankruptcy
--------------------------------------------------------
Community Health Systems, Inc., in Beloit, WI, filed for Chapter
11 bankruptcy (Bankr. W.D. Wis. Case No. 14-11319) on March 31,
2014, in Madison.  Judge Robert D. Martin oversees the case.
Rebecca R. DeMarb, Esq., at Kerkman Dunn Sweet DeMarb, serves as
counsel to the Debtor.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  The petition was signed by Richard A.
Perry, chief executive officer.  A list of the Debtor's 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/wiwb14-11319.pdf.pdf

CHS operates the Beloit Area Community Health Center in the
Eclipse Center in Beloit.

Beloit Daily News reported that CEO Perry said it is hoped the
bankruptcy will allow CHS to get back on sound financial footing.
He said the system, which operates facilities in Beloit,
Janesville, Racine and Darlington, currently faces a deficit of
almost $1 million. CHS has about 110 employees, but had to
eliminate about 25 positions in the last year-and-a-half.


COMMUNITY HOME: Founder Pleads Not Guilty to Fraud
--------------------------------------------------
The Associated Press reported that William "Butch" Dickson of
Jackson, Miss., has pleaded not guilty to charges that he
defrauded his bankrupt business of more than $9 million.  Mr.
Dickson, 57, entered the plea on April 15 before U.S. Magistrate
Judge Keith Ball.  Mr. Dickson remains in the Madison County jail.

According to the AP, prosecutors claim that after Community Home
Financial Services filed for Chapter 11 bankruptcy protection, Mr.
Dickson wired nearly $9.1 million from the mortgage company's
accounts, mostly to a bank in Panama.  The bankruptcy trustee in
Community Home's case demanded Mr. Dickson return the money but he
didn't comply.

The AP says a federal magistrate in Miami ordered Mr. Dickson held
without bond after he was expelled from Panama and returned to the
United States.  A hearing set was set Thursday for Mr. Dickson to
challenge his detention.


COOPER-BOOTH: Seeks to Extend Solicitation Deadline Until June 30
-----------------------------------------------------------------
Cooper-Booth Wholesale Company and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
extend their exclusive period to solicit acceptances of their
Chapter 11 plan reorganization until June 30, 2014.

The Debtor's current deadline will expire on April 29, 2014.

                  About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Cooper-Booth Wholesale Company, L.P., and its affiliates filed
a joint disclosure statement in respect of its plan of
reorganization dated Feb. 28, 2014.  The Plan provides for the
reorganization of the Debtors and their continued existence after
the Effective Date as Reorganized Debtors.  The Plan provides for
the payment of 100% of the Allowed Claims in each Class.  The
funds to make the Distributions required under the Plan will be
comprised of cash on hand and the loan proceeds from an exit
financing facility, which is a senior credit facility in an
aggregate amount of $35 million to be provided by an Exit
Financing Lender.


CORD BLOOD: Incurs $2.9 Million Net Loss in 2013
------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.97 million on $5.97 million of revenue for the year
ended Dec. 31, 2013, as compared with a net loss of $3.49 million
on $5.99 million of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $6.07 million
in total assets, $6.44 million in total liabilities and a $370,293
total deficit.

Rose, Snyder & Jacobs, LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/Ea8e4d

                      About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.


DELTATHREE INC: Reports $1.8 Million 2013 Net Loss
--------------------------------------------------
deltathree, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.81 million on $16.08 million of revenues for the year ended
Dec. 31, 2013, as compared with a net loss of $1.57 million on
$13.68 million of revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.27 million
in total assets, $8.65 million in total liabilities and a $7.37
million total stockholders' deficiency.

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company's recurring losses from operations
and deficiency in stockholders' equity raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations.  In the
event that the Company requires but is unable to secure additional
funding, the Company may determine that it is in its best
interests to voluntarily seek relief under Chapter 11 of the U.S.
Bankruptcy Code," the Company said in the Annual Report.

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

                         http://is.gd/gkMg5W

                          About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.


DETROIT, MI: Reaches Pension Agreement with Retiree Group
----------------------------------------------------------
The City of Detroit, working through federal bankruptcy mediators,
has reached an agreement on pension and healthcare benefits with
an association representing retired Detroit police and fire
fighters -- the first agreement with a major group of city
retirees.

The Retired Detroit Police and Fire Fighters Association (RDPFFA),
one of Detroit's oldest and largest employee associations, reached
an agreement with the city regarding the Bankruptcy Plan of
Adjustment on April 15.  The association has about 6,500 members
or more than 80 percent of Detroit's retired police officers and
fire fighters.  The association intends to recommend that its
members approve the plan with the agreed upon provisions which
preserve pensions and some cost-of-living allowances for retirees.

"This agreement comes after some very long, difficult but
collaborative negotiating sessions with all parties involved,"
said Brian O'Keefe, managing partner for Lippitt O'Keefe Gornbein
PLLC, counsel for the RDPFFA.  "This settlement is fair and
equitable for both the city and the proud members of RDPFFA."

Lippitt O'Keefe Gornbein PLLC also represents the Detroit Retired
City Employees Association (DRCEA).  There are approximately
12,100 City of Detroit non-uniform retirees -- 65 percent of whom
are dues-paying members of the DRCEA.

O'Keefe said that discussions between bankruptcy mediators, the
City of Detroit and the DRCEA will continue to take place.

"We are continuing to work on behalf of the DRCEA's membership to
preserve their pension and health care benefits," continued
O'Keefe.  "We are optimistic that it will be possible to achieve
an equitable outcome."

Retired police and fire fighters are expected to vote on the plan
starting in early May.

"There is no doubt some will criticize this agreement," said Don
Taylor, president of the RDPFFA.  "We believe this provides the
best protection of our benefits that we could obtain under the
circumstances."

                  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.


DEIULEMAR SHIPPING: CIT Maritime Provides Credit Facility to Heron
------------------------------------------------------------------
CIT Group Inc. on April 15 disclosed that CIT Maritime Finance
provided a $95.2 million senior secured credit facility to Heron
Ventures, a joint venture between Oceanbulk Shipping and ABY Group
Holding.  The facility supports the purchase of a fleet of 12
drybulk vessels and related assets formerly owned by Deiulemar
Shipping of Italy.  Financing from CIT was provided by CIT Bank ,
the U.S. commercial bank subsidiary of CIT.  Terms of the
transaction were not disclosed.

"We viewed this transaction as an ideal opportunity to leverage
our existing relationships with Heron Ventures' partners," said
Svein Engh, Managing Director and Group Head of CIT Maritime
Finance.  "We were able to put our knowledge and experience in the
sector to work to support the purchase of these attractively-
priced assets in what was a unique and complex transaction."

Andrea Zana, a Director of CIT Maritime Finance, added, "This
acquisition was complicated by the ships being purchased through a
judiciary auction sale in Naples, Italy.  An especially high
degree of legal due diligence, as well as tireless work by
multiple parties, was demanded to meet very stringent requirements
imposed by the Italian court."

Maurizio Pavesi, Director of ABY Group Holding, said, "This
financing was particularly complex, and speed and certainty of
execution were absolutely critical in this case.  CIT's deep
industry expertise and experience, combined with their long-
standing relationships and their ability to act quickly helped
complete this transaction."

Hamish Norton, Chief Financial Officer of Oceanbulk Shipping said,
"With effectively just over four weeks to complete the acquisition
of the twelve vessels and related assets, we felt comfortable
asking CIT to structure, underwrite, document and fund this
transaction in such a compressed timeframe.  CIT's keen
understanding of these special circumstances and their ability to
act quickly was instrumental in the smooth completion of this
important transaction for Heron Ventures and its partners."

                      About ABY Group Holding

ABY Group Holding is a joint venture between Augustea, Bunge and
York Capital, which was formed with the purpose to invest in dry
bulk newbuilds and secondary purchases, as well as charter in and
charter out dry tonnage.  On top of the 12 vessels acquired in the
Deiulemar Shipping bankruptcy, ABY Group currently has a fleet of
11 vessels: three on the water and eight newbuilds to be delivered
between 2014 and 2016.

                   About CIT Maritime Finance

CIT Maritime offers senior secured loans, sale-leasebacks, and
bareboat charters to owners and operators of oceangoing cargo
vessels including tankers, bulkers, container ships, car carriers,
as well as offshore vessels and drilling rigs.

                    About Deiulemar Shipping

Deiulemar Shipping is a major Italian dry freight group.

In October 9, 2012, Deiulemar Shipping was declared bankrupt with
administrators appointed.  The company owed more than EUR500
million.

In July 2012, Italian police seized assets amounting to EUR323
million, which included 10 vessels belonging to Deiulemar
Shipping, and arrested nine members of the founding families in
connection with the bankruptcy of Deiulemar Compagnia di
Navigazione.


DYNAVOX INC: Seeks Authority to Tap $350,000 DIP Loan from Tobii
----------------------------------------------------------------
Dynavox, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to obtain postpetition
financing from Tobii Technology AB in an amount not up to
$350,000.

The Debtors received an acquisition proposal from Tobii offering
an amount equal to $20,000,000 to the Debtors for the sale of the
Dynavox Inc.'s 99.14% membership interests in DynaVox Systems
Holdings LLC, subject to the performance of Tobii of due
diligence.  In order to facilitate the due diligence and sale
process, as well as to evidence its commitment to the proposal,
the Debtors and Tobii entered into the DIP funding agreement.  The
proceeds of the DIP financing will be used solely to: (i) to pay
professional fees, costs and expenses of the Debtors incurred in
connection with preparing and prosecuting the Debtors' bankruptcy
cases and a sales process involving the equity in Systems or
assets of Systems and the Operating Companies; and (ii) any fees
required to be paid under 28 U.S.C. Section 1930.

One of the conditions of the DIP Facility under the Funding
Agreement is that the Debtors provide Tobii with access to the
books, records and management of the companies to enable Tobii to
quickly perform their due diligence of the Operating Companies and
firm up and finalize the proposal.

The Debtors are represented by William E. Chipman, Jr., Esq., at
Cousins Chipman & Brown, LLP, in Wilmington, Delaware; and Paul J.
Battista, Esq., and Heather L. Harmon, Esq., at Genovese Joblove &
Battista, P.A., in Miami, Florida.

                        About Dynavox Inc.

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

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


DYNAVOX INC: Seeks Access to Unit's Books, Records for Diligence
----------------------------------------------------------------
DynaVox Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to issue an order directing certain
affiliates to provide them access to books, records and management
to allow the performance of due diligence pursuant to Tobii
Technology AB's proposal to purchase DynaVox Inc.'s 99.14%
membership interests in DynaVox Systems Holdings LLC.

The Debtors relate that recently, JEC-BR Partners, LLC, a secured
creditor who held a pledge of the membership interests in Systems,
purportedly exercised its right to vote those membership interests
to effectively wrest exclusive control from the Debtors over all
of the Debtors' operating affiliates.  That same creditor also
noticed up a public foreclosure sale of the membership interests.
In light of viable and credible proposal to acquire those
membership interests from Tobii in an amount fair in excess of the
obligations owed to the secured creditor, the Debtors were
compelled to commence the Chapter 11 cases (a) to stop the public
foreclosure sale of the membership interests, and (b) to lay the
groundwork for a fair and hopefully competitive auction process
that will maximize the value of the membership interests for the
benefit of the Debtors' creditors and equity holders.

The Debtors assert that it is critical that they are able to
provide potential bidders for the assets with guaranteed access to
information necessary for any of them to conduct the diligence
required to be able to make, finalize and close on any offer to
purchase.

The Debtors are represented by William E. Chipman, Jr., Esq., at
Cousins Chipman & Brown, LLP, in Wilmington, Delaware; and Paul J.
Battista, Esq., and Heather L. Harmon, Esq., at Genovese Joblove &
Battista, P.A., in Miami, Florida.

                        About Dynavox Inc.

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

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


EAGLE BULK: Amends Waiver & Forbearance Agreement
-------------------------------------------------
Eagle Bulk Shipping Inc. on April 15 disclosed that the Company
has entered into an amendment to its previously reported Waiver
and Forbearance Agreement in order to facilitate continued
discussions between the Company and the Lenders under its Fourth
Amended and Restated Credit Facility.

The amendment to the Waiver, which was originally announced on
March 20, 2014, extends from April 15, 2014 to April 30, 2014 the
milestone requiring the Company and the Lenders constituting
"Majority Lenders" under the Credit Agreement to (i) agree on
terms of a restructuring of the obligations outstanding under the
Credit Agreement and (ii) execute a binding restructuring support
agreement or similar agreement documenting such agreed-upon terms.

Under the terms of the Waiver, the Lenders agreed to waive until
June 30, 2014 certain potential events of default, subject to the
Company's compliance with certain terms, conditions and milestones
as set forth in the Waiver.  The Waiver remains in effect on
substantially the same terms and conditions, with certain
modifications as set forth in the amendment.

While Eagle Bulk is continuing discussions with its Lenders as
part of the Waiver, the Company cautioned that there is no
assurance such discussions will result in a comprehensive
resolution.  Additional discussion regarding the impact of a
failure to reach a consensual resolution with the Lenders can be
found in the Company's Form 10-K for the year ended December 31,
2013 filed with the Securities and Exchange Commission on
March 31, 2014.

Additional details regarding the amendment to the Waiver are
provided in an 8-K filing available on the Company's website at
http://www.eagleships.com/sec-filing

                  About Eagle Bulk Shipping Inc.

Eagle Bulk Shipping Inc. is a Marshall Islands corporation
headquartered in New York.  The Company is a leading global owner
of Supramax dry bulk vessels that range in size from 50,000 to
60,000 deadweight tons and transport a broad range of major and
minor bulk cargoes, including iron ore, coal, grain, cement and
fertilizer, along worldwide shipping routes.


EASTMAN KODAK: Discloses 2013 Payments to Officers
--------------------------------------------------
Matthew Daneman, writing for the Democrat and Chronicle, reported
that Eastman Kodak Co. disclosed in a 73-page proxy statement,
which goes to shareholders in advance of the company's annual
shareholder meeting on May 28, the payments made to its top
executives in 2013.  According to the document:

     1. For the year, CEO Antonio M. Perez received $4.46 million
in cash: his $1.15 million salary, which was roughly flat compared
to 2012, and a $3.3 million cash bonus through Kodak's EXCEL bonus
plan.  When Kodak emerged from bankruptcy, he received $2.25
million worth of restricted stock units.  In 2012, he received
roughly $3.3 million in cash and no stock.

     2. Douglas Edwards, president of Digital Printing &
Enterprise, received a $59,000 raise in his salary in 2013, to
almost $411,000, as well as roughly $520,000 in cash bonus --
roughly double what he got in 2012. He also received $385,000 in
restricted stock awards, against none in 2012.

     3. Brad Kruchten received a salary increase of roughly 28
percent due to his increased responsibilities as president fo
Graphics, Entertainment and Commercial Imaging. When Kodak emerged
from bankruptcy in September, he recieved a second, 3.3 percent
pay raise. In 2013, his total salary was $449,000, and he also
received a $548,000 cash bonus and almost $391,000 worth of
restricted stock units.

     4. The salary of Laura Quatela, who spent much of 2013 as
Kodak's president as well as president of its Personalized Imaging
business, remained flat at $463,000.  She received a $945,000
increase in her cash bonus over 2012, for a total of nearly $1.4
million in 2013.  When Kodak sold its Personalized Imaging
business in September, Quatela went with that business and is no
longer a Kodak employee.

                        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.


EAU TECHNOLOGIES: Delays Form 10-K for 2013
-------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.  The Company was unable to file its Annual Report
within the prescribed time period without unreasonable effort or
expense.  The Company said the compilation, dissemination and
review of the information required to be presented in the Dec. 31,
2013, Form 10-K has imposed time constraints that have rendered
timely filing of the Form 10-K impracticable without undue
hardship and expense to the Company.

The Company is still in the process of compiling the necessary
information to complete the Form 10-K and of obtaining the review
of the financial statements by the Company's Auditors and Audit
Committee by the filing deadline.

                      About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

EAU Technologies reported a net loss of $2.03 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.04 million
during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.18
million in total assets, $8.49 million in total liabilities and a
$7.31 million total stockholders' deficit.

HJ & Associates, LLC, in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that Company has a working capital deficit, a deficit in
stockholders' equity and has sustained recurring losses from
operations which raise substantial doubt about the Company's
ability to continue as a going concern.


ELEPHANT TALK: Incurs $22.1 Million Net Loss in 2013
----------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $22.13 million on $22.82 million of revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $23.13
million on $29.20 million of revenues in 2012.  Elephant Talk
incurred a net loss of $25.31 million in 2011.

As of Dec. 31, 2013, the Company had $43.31 million in total
assets, $19.58 million in total liabilities and $23.73 million in
total stockholders' equity.

"If the Company is uable to achieve the anticipated revenues or
financing arrangement with its major vendors, the Company will
need to attract further debt or equity financing.  Although the
Company has been succesful in the past in meeting its cash needs,
there can be no assurance that proceeds from additional revenues,
vendor financings or debt and equity financings, where required,
will be received in the required time frames.  If this occurs, the
Company may, therefore, be unable to continue its operations.  As
of December 31, 2013, these conditions raise substantial doubt
about the Company's ability to continue as a going concern. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty," the Company said in
the Annual Report.

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

                        http://is.gd/GBWGce

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
Sept. 30, 2013, showed $46.45 million in total assets, $22.53
million in total liabilities and $23.91 million in total
stockholders' equity.


ENERGETIC INC: Lamar Ellis Withdraws Involuntary Ch. 11 Case
------------------------------------------------------------
Petitioning creditors Lamar Ellis & Dolores Ellis Energetic, Inc.,
notified the U.S. Bankruptcy Court for the Southern District of
Mississippi that they had withdrawn the involuntary case against
Energetic, Inc.

According to the petitioners, the U.S. Department of Justice and
the IRS notified the creditors of a particular U.S. Congressional
notice that it had recovered $4 billion from the Bernard Madoff
estate, parts of which the creditors believe may belong to
Energetic Inc., Lamar Ellis and Dolores Ellis General Partners and
Lamar Ellis.  According to the release, the $4 billion is placed
into a custodial distributive position where the funds would then
be distributed to a qualified victims out of the Madoff Victim
Fund.

Lamar Ellis, et al., filed an involuntary Chapter 11 case against
Jackson, Mississippi-based commodity broker Energetic, Inc.
(Bankr. S.D. Miss. Case No. 13-03787 on Dec. 30, 2013.  The Hon.
Edward Ellington presides over the case.  The petition was signed
by Lamar Ellis, as fiduciary, conservator, and general partner of
Lamelli Ltd., Partnership.


ENDEAVOR ENERGY: $100MM Add-on No Impact on Moody's B3 Rating
-------------------------------------------------------------
Moody's Investors Service said that Endeavor Energy Resources,
LP's proposed $100 million add-on senior unsecured note offering
does not impact the note's B3 rating. These notes are add-ons to
the company's existing $250 million 7% notes due 2021, which were
issued in August 2013. Net proceeds will be used to repay revolver
borrowings. The company's B1 Corporate Family Rating (CFR) and the
stable outlook are unchanged as well.

Ratings Rationale

The proposed notes will have substantially the same terms and
conditions as the existing notes and will be issued under the same
indenture, therefore the new and existing notes are both rated B3.
Endeavor's $1.45 billion secured credit facility has a first-lien
priority claim on substantially all of Endeavor's assets. The
significant size of the senior secured revolver relative to the
unsecured notes results in the senior notes being rated two
notches below the B1 CFR under Moody's Loss Given Default
methodology.

Pro forma for the add-on, Endeavor had about $430 million in
availability under its $1.45 billion revolving credit facility and
about $27 million in cash as of December 31, 2013, pointing to
adequate liquidity. The company has a capex budget of $550 million
for fiscal year 2014, the majority of which will be allocated to
drilling vertical wells in the Wolfberry play. Endeavor will
outspend cash flow in 2014 and utilize its revolver capacity in
order to meet current spending plans, thus the tack-on offering
grants the company more flexibility to execute on its development
objectives. However, the borrowing base on the revolver will
likely be reduced on the next scheduled redetermination on May 1,
2014 based on the reduction in value of Endeavor's reserves at
year-end 2013 relative to year end 2012.

The B1 Corporate Family Rating reflects Endeavor's high quality
Permian-focused asset base and large, oil-weighted drilling
inventory with upside production trends based on proven and
statistically repeatable well characteristics. The rating is
restrained by the company's scale in terms of production and
reserves, high leverage, and weak capital efficiency relative to
higher rated E&P companies. The B1 CFR also incorporates the
company's reliance on external financing to fund its capital
intensive drilling program and Moody's expectation that Endeavor's
corporate governance and transactions with affiliated companies
will be managed in-line with stated financial policies, including
maintaining access to liquidity and debt/ EBITDA no greater than
3x.

The stable outlook is based upon Moody's expectation that the
company will execute on reserve and production growth targets
without any substantial increase in leverage.

Successful execution of its Permian development projects and
improved capital efficiency will dictate upward ratings
progression. An upgrade would be considered if production can be
sustained above 50,000 boe per day, while keeping debt / average
daily production under $30,000 per boe.

The ratings may be downgraded if debt/average daily production or
debt/PD reserves remains elevated above $40,000 per boe and $12.00
per boe, respectively, or if liquidity deteriorates below the
current level.

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

Endeavor Energy Resources, LP is a privately held independent oil
and gas exploration and production company headquartered in
Midland, Texas.


EURAMAX HOLDINGS: Amends $70MM Credit Facility with Regions Bank
----------------------------------------------------------------
Euramax Holdings, Inc., amended its $70 million Amended and
Restated Senior Secured Revolving Credit and Guaranty Agreement
with Regions Bank, as collateral and administrative agent, and
Regions Business Capital, as sole lead arranger and bookrunner, on
Friday, March 21.  Subject to the company meeting certain
financial ratios, minimum EBITDA levels, and other conditions, the
amendment is expected to improve liquidity and to provide greater
borrowing capacity of up to $15 million, which can be accessed via
multiple seasonal overadvance facilities.

"We anticipate that this amendment will provide the company with
the flexibility to manage its balance sheet in a more strategic
manner given the seasonal nature of its revenues, while also
facilitating capabilities needed to optimize business
opportunities as a result of its improved capital structure," said
Hugh Sawyer, president.

Mary Cullin, senior vice president, chief financial officer and
treasurer, commented, "We believe this additional flexibility
enables the Company to effectively execute its operational
initiatives to grow the business.  We are grateful for Regions
Bank's confidence in Euramax and look forward to strengthening our
long partnership."

Additional details concerning the amendment are available for free
at http://is.gd/R4QJit

A copy of the Fifth Amendment to Amended and Restated Senior
Secured Revolving Credit and Guaranty Agreement is available for
free at http://is.gd/Y3aox8

                       About Euramax Holdings

Euramax Holdings Inc. is an international producer of metal and
vinyl products sold to the residential repair and remodel, non-
residential construction and recreational vehicle markets
primarily in North America and Europe.  It considers itself a
leader in several niche product categories, including preformed
roof-drainage products sold in the U.S., metal roofing and siding
for wood frame construction in the U.S., and aluminum siding for
towable RVs in the U.S. and Europe.

Euramax Holdings' balance sheet at Dec. 31, 2012, showed $594.42
million in total assets, $680.41 million in total liabilities and
a $85.99 million total shareholders' deficit.

                           *     *     *

As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings
from Moody's and "B-" long-term debt ratings from Standard &
Poor's.


EXIDE TECHNOLOGIES: M Cam Okayed as IP Consultant & Broker
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Exide Technologies and the Official Committee of Unsecured
Creditors to employ M Cam Inc. as their intellectual property
consultant and broker.

As reported in the Troubled Company Reporter on March 25, 2014,
the firm will assist the estate in the analysis, marketing and
potential monetization of the Debtor's patent portfolio through
offset transaction.  The firm will also examine the potential for
non-offset transactions involving portions of the patent portfolio
unrelated to products and services current sold by the Debtor.

The Debtor and Committee tell the Court that the firm will be paid
a fixed fee of $100,000 for services rendered, according to this
scheme:

  Patent Portfolio           Transaction Fee for
  Sale Range                 Specified Range
  ----------------           -------------------
  Less than $50MM            2.5% of gross sale proceeds
  $50MM - $200MM             5% of gross sale proceeds
  $200MM - $350MM            7.5% of gross sale proceeds
  Above $350MM               10% of gross sale proceeds

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

The firm can be reached at:

  M Cam Inc.
  Omni Business Center
  10 Ridge McIntire Rd., Ste 300
  Charlottesville, VA 22903
  Tel: (434)979-7240(434)979-7240
  Fax: (434)979-7528
  http://www.m-cam.com/

                  About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Can Hire Cleary Gootlieb as Special Counsel
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Exide Technologies Inc. to employ
Cleary Gottlieb Steen & Hamilton LLP as special counsel, nunc pro
tunc to Jan. 1, 2014.

As reported in the Troubled Company Reporter on April 1, 2014,
Cleary Gottlieb began providing legal services to the Debtor in
connection with certain European antitrust matters in early
December 2013, and entered into the Engagement Letter with the
Debtor on Dec. 12, 2013, by which the Debtor retained Cleary
Gottlieb to advise the Debtor with respect to those certain
European antitrust matters.  Cleary Gottlieb's duties have
included and will continue to include, among other things,
advising the Debtor with regard to these European antitrust
matters.  Cleary Gottlieb is working in conjunction with the other
law firms providing legal services to the Debtor's European
subsidiaries in connection with these antitrust matters.

Cleary Gottlieb's current range of standard hourly rates for
Brussels timekeepers are:

       Partners                $875-$1,225
       Associates              $400-$730
       Paraprofessionals       $290-$365

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

Cleary Gottlieb is owed approximately $150,000 for Services
provided and expenses incurred in the month of January 2014.

Christopher Cook, Esq., partner of Cleary Gottlieb, 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.

Cleary Gottlieb can be reached at:

       Christopher Cook, Esq.
       CLEARY GOTTLIEB STEEN & HAMILTON LLP
       Rue de La Loi 57
       1040 Brussels
       Tel: (+32) 2 287-2000
       Fax: (+32) 2 231-1661
       E-mail: ccook@cgsh.com

                  About Exide Technologies

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

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

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

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

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

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

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


FAIRMONT GENERAL: Court OKs Integra Realty as Valuation Expert
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia authorized Fairmont General Hospital, Inc., et al., to
employ Integra Realty Resources - Pittsburgh as valuation expert.

As reported in the Troubled Company Reporter on Feb. 26, 2014,
Integra will, among other things:

   a. provide the market value of property owned in fee simple
      by FGH, including Unit 4 of the HealthPlex located in
      Fairmont, Marion County, West Virginia;

   b. provide an estimate of the market rent of Units 1, 2,
      and 3 of the HealthPlex Condominium, for the purpose of
      determining if a leasehold interest exists; and

   c. provide other necessary matters in relation to the
      Bankruptcy Cases.

The Debtors' estate will pay Integra $5,150 for the valuation
assignment.

            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.


FEDERAL MOGUL: S&P Changes Ratings Outlook to Stable
----------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' ratings and
revised its rating outlook on Southfield, Mich.-based automotive
supplier Federal-Mogul Holdings Corp. (Federal-Mogul) to stable
from negative.

At the same time, S&P revised its rating outlook to stable from
negative on subsidiary Federal-Mogul Corp. and then withdrew its
'B' corporate credit rating at this entity.  S&P also withdrew its
issue level ratings on Federal-Mogul Corp.'s debt, since the
previous term loans have been repaid.  S&P will maintain its
corporate credit rating at the company's ultimate parent, Federal-
Mogul.

"The outlook revision reflects our view that Federal-Mogul has
successfully addressed all of its previously upcoming maturities,"
said Standard & Poor's credit analyst Robyn Shapiro.

The refinancing extends the company's debt maturities and
significantly reduces refinancing risk for the next few years.

The 'B' corporate credit rating on Federal-Mogul reflects S&P's
assessment of the company's business risk profile as "weak" and
its financial risk profile as "highly leveraged."

Federal-Mogul supplies products and services to manufacturers and
servicers of vehicles and equipment in the automotive, light-,
medium-, and heavy-duty commercial and industrial markets.

The stable outlook reflects S&P's view of continued improvement in
operating performance to result in credit measures in line with
the current rating, with adjusted debt to EBITDA of about 6x at
year-end 2014.


FIRST MARINER: National Penn Bancshares Withdraws Bid
-----------------------------------------------------
National Penn Bancshares, Inc. on April 15 disclosed that it has
withdrawn its bid to purchase the stock of First Mariner Bank,
after the decision by the United States Bankruptcy Court, District
of Maryland, to re-open the auction.

"We remain disciplined in our approach to mergers and
acquisitions, while focused on continuing to build long term
shareholder value," said Scott Fainor, President and CEO of
National Penn.  "We are well-positioned to participate in the
consolidation of the industry and will continue to evaluate
opportunities consistent with our strategic objectives."

               About National Penn Bancshares, Inc.

National Penn Bancshares, Inc., with approximately $8.6 billion in
assets, is a bank holding company headquartered in Allentown,
Pennsylvania.  National Penn Bank operates 119 branch offices
comprising 118 branches in Pennsylvania and one branch in
Maryland.

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

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

First Mariner disclosed net income of $16.11 million in 2012, as
compared with a net loss of $30.24 million in 2011.  As of
June 30, 2013, the Company had $1.21 billion in total assets,
$1.22 billion in total liabilities and a $13.26 million in total
stockholders' deficit.

Stegman & Company, in Baltimore, Maryland, 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 insufficient capital per regulatory
guidelines and has failed to reach capital levels required in the
Cease and Desist Order issued by the Federal Deposit Insurance
Corporation in September 2009.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.

               Regulatory matters and capital adequacy

Various regulatory capital requirements administered by the
federal banking agencies apply to First Mariner and the Bank.
Failure to meet minimum capital requirements can initiate certain
mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material
effect on the Company's financial statements.  Under capital
adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines
that involve quantitative measures of assets, liabilities, and
certain off-balance sheet items as calculated under regulatory
accounting practices.  The Bank's capital amounts and
classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and ratios
of total and Tier I capital to risk-weighted assets, and of Tier I
capital to average quarterly assets.  As of both March 31, 2013,
and Dec. 31, 2012, the Bank was "undercapitalized" under the
regulatory framework for prompt corrective action.


FOUNDATION HEALTHCARE: Incurs $20.4 Million Loss in 2013
--------------------------------------------------------
Foundation Healthcare, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to Foundation Healthcare common stock of
$20.42 million on $93.14 million of revenues for the year ended
Dec. 31, 2013, as compared with net income attributable to
Foundation Healthcare common stock of $2.45 million on $52.97
million of revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, shows $55.27 million
in total assets, $61.85 million in total liabiities, $8.70 million
in preferred noncontrolling interests and a $15.27 million total
deficit.

Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had insufficient working capital as of Dec. 31,
2013, to fund anticipated working capital needs over the next
twelve months.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/t9givo

                    About Foundation Healthcare

Foundation Healthcare is organized under the laws of the state of
Oklahoma and we are a healthcare services company primarily
focused on owning controlling interests in surgical hospitals and
the inclusion of ancillary service lines.  The Company currently
owns controlling and noncontrolling interests in surgical
hospitals located in Texas.  The Company also owns noncontrolling
interests in ambulatory surgery centers ("ASCs") located in Texas,
Oklahoma, Pennsylvania, New Jersey, Maryland and Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements.  Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.


FULLCIRCLE REGISTRY: Had $448,000 Net Loss in 2013
--------------------------------------------------
FullCircle Registry, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $448,102 on $1.88 million of revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $369,784 on
$1.86 million of revenues during the prior year.

As of Dec. 31, 2013, the Company had $5.85 million in total
assets, $5.99 million in total liabilities and a $141,589 total
stockholders' deficit.

Rodefer Moss & Co., PLLC, in New Albany, Indiana, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that FullCircle has suffered recurring losses from operations and
has a net working capital deficiency that raises substantial doubt
about the company's ability to continue as a going concern.

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

                        http://is.gd/vEmwjW

                      About FullCircle Registry

Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the
acquisition of small profitable businesses.   FullCircle Registry,
Inc., has become a holding company with three subsidiaries.  They
are FullCircle Entertainment, Inc., FullCircle Insurance Agency,
Inc. and FullCircle Prescription Services, Inc.  Target companies
for future acquisition are those in search of exit plans for the
owners and are intended to continue autonomous operations as
current ownership is phased out over a period of 3-5 years.


FUSION TELECOMMUNICATIONS: Incurs $5.5 Million Net Loss in 2013
---------------------------------------------------------------
Fusion Telecommunications International, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss applicable to common stockholders of $5.48
million on $61.49 million of revenues for the year ended Dec. 31,
2013, as compared with a net loss applicable to common
stockholders of $5.61 million on $44.28 million of revenues in
2012.  The Company incurred a net loss of $4.45 million in 2011.

The Company's balance sheet at Dec. 31, 2013, shows $68.95 million
in total assets, $62 million in total liabilities and $6.95
million in total stockholders' equity.

Rothstein Kass, in New York, 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 abilitity to
continue as a going concern in their report on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has had negative
working capital balances, incurred negative cash flows from
operations and net losses since inception, and has limited capital
to fund future operations that raises a substantial doubt about
their ability to continue as a going concern.

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

                        http://is.gd/QcGOkB

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.


GANNON INTERNATIONAL: U.S. Bank Wins Dismissal of Case
------------------------------------------------------
Greta Weiderman, writing for St. Louis Business Journal, reported
that Bankruptcy Judge Kathy Surratt-States of the U.S. Bankruptcy
Court for the Eastern District of Missouri on Monday granted a
motion by creditor U.S. Bank to dismiss Gannon International's
bankruptcy.

The report related that U.S. Bank said Gannon Founder and CEO Bill
Franke hadn't paid an installment of fees to Steven Holtshouser,
who in March had been appointed examiner on the case.  Mr.
Holtshouser was hired to determine if several companies related to
Gannon -- Gannon Pacific Corp., Gannon Hong Kong and Gannon
Vietnam -- have assets in Asia that could be monetized to benefit
creditors.  U.S. Bank also argued that dismissing the case was
preferable to creditors rather than converting it back to a
Chapter 7 case, as had been requested in a separate motion in
January by creditor Robert Greene, according to court documents.

Gannon International, an international trade and development
company, was once one of the largest private companies based in
St. Louis, according to the report.  The Business Journal said
Gannon faced a string of litigation in the past couple of years,
mostly over unpaid loans.

On July 9, 2013, three creditors filed an involuntary Chapter 7
bankruptcy petition against the Company.  In October, Gannon
consented to the case being converted to a Chapter 11
reorganization.

The three creditors assert $2.8 million in total claims.  These
are:

     1. Connell Bros Co. Ltd. of San Francisco, an international
marketer and distributor of industrial chemicals, minerals and
food ingredients, with a claim of $2.4 million.

     2. Former chief operating officer at Gannon International,
Robert Greene of Clayton, with a claim of $287,138. In April 2013,
a court granted Greene a $287,138 judgment against Gannon
International.

     3. Wood veneer distributor and supplier R.S. Bacon Veneer
Inc. of Burr Ridge, Ill., with a claim of $143,534.

According to the Business Journal, lawyers representing Connell
Bros and Greene declined to comment on the dismissal of the case.

The report related that Mark Melickian, Esq., at Sugar,
Felsenthal, Grais & Hammer LLP in Chicago, who represented R.S.
Bacon Veneer Inc., said his firm is disappointed in the ruling.
"We believe that the unsecured creditors would be far better with
this case still in bankruptcy, and we are weighing our options."

The report also recounted that:

     -- in March 2013, Bank of America won a nearly $4 million
judgment in its lawsuit against Gannon International and Franke;

     -- in August 2012, U.S. Bank won a summary judgment in the
Eastern District Court of Virginia against Franke and several of
his companies for nearly $1.2 million over Franke and Gannon's
failure to repay millions in bonds relating to Gannon's
information technology business in Virginia;

     -- in July 2012, the U.S. Court of Appeals for the Eastern
District of Missouri ruled in favor of Walter Blocker, once CEO of
Gannon's Vietnam operations, ending a two-year dispute stemming
from financing for the planned construction of a $90 million
brewery outside Ho Chi Minh City, Vietnam.


GREEN FIELD ENERGY: Texas Comptroller Objects to Exit Plan
----------------------------------------------------------
The Texas Comptroller of Public Accounts on Monday told a
bankruptcy judge that unless Green Field Energy Services Inc.'s
Second Amended Joint Plan of Liquidation is modified to comply
with the mandatory provisions of the Bankruptcy Code, confirmation
must be denied.

The Texas Comptroller in an eight-page document said the Plan has
several objectionable provisions.  The Texas Comptroller pointed
out that:

     1. The Plan's definition of "Effective Date" is so illusory
        and open-ended it is impossible to determine that full
        payment of priority tax claims will occur within five
        years from petition date as required by 11 U.S.C. Sec.
        1129(a)(9)(C).

     2. The Plan lacks good faith with respect to tax
        creditors' offset/setoff rights regarding post-
        confirmation amended tax returns or tax refund requests.

     3. The Plan fails to provide the actual interest rate for
        the payout on the Texas Comptroller's priority tax
        claims.  Under Tex. Tax Code Sec. 111.060 the current
        rate for delinquent Texas taxes is 4.25% (interest rate
        on Texas taxes equals the prime rate plus 1%, as
        published in The Wall Street Journal on the first
        business day of each calendar year).

     4. The Plan is not feasible.  The fact that the Plan is
        a liquidating plan does negate the requirement that the
        plan proponents prove it to be feasible.

     5. The Plan improperly provides that after confirmation,
        claims which have been objected to by the Debtor, or
        are objected to by Liquidating Trustee will not be
        subject to any defense, including without limitation, res
        judicata, estoppel, or any other defense effectively
        limiting the Comptroller's right of setoff.

     6. The Plan conflicts with Sec. 1129(a)(9)(C)'s requirement
        that priority tax claims be paid in full.

     7. The Plan contains broad exculpation, release and
        injunction provisions for certain third parties.  Those
        provisions, if implemented would effectively discharge
        non-debtor third parties.  The Court should not confirm
        a Plan requiring state and local taxing authorities to
        release non-debtor parties.

     8. The Liquidating Trust proposed to be established under the
        Plan contains inadequate remedies in the event of a
        default.  The Liquidating Trust fails to specify remedies
        which will be available to priority tax creditors in the
        event the Liquidating Trustee defaults on payments to
        priority tax creditors and, thus, such creditors' remedies
        in the event of defaults under the Liquidating Trust are
        unclear.

The Texas Comptroller said it has timely filed amended priority
tax claims pending against the Debtors for Oil Servicing Taxes in
the amount $1,093,638.70, for International Fuels Taxes in the
amount of $224,185.66, and Sales and Use Taxes in the amount of
$8,281,469.89, pursuant to 11 U.S.C. Sec. 507(a)(8). The Debtors
have filed objections to the originally filed claims, which the
parties are currently in the process of resolving consensually.

Tucson Embedded Systems, Inc., on Tuesday filed a two-page
document saying it joins in the Objection of the Texas
Comptroller, in that the Plan "improperly provides that after
confirmation, claims which have been objected to by the Debtor, or
are objected to by Liquidating Trustee shall not be subject to any
defense, including without limitation, res judicata, estoppel, or
any other defense effectively limiting the Comptroller's right of
setoff."

Tucson Embedded Systems is represented by:

     Marc S. Casarino, Esq.
     WHITE AND WILLIAMS LLP
     824 North Market Street, Suite 902
     P.O. Box 709
     Wilmington, DE 19801-4938
     Tel: 302-467-4520
     E-mail: casarinom@whiteandwilliams.com

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

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

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

                      About Green Field Energy

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

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

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

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

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

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

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

The Bankruptcy Court authorized the United States Trustee for
Region 3 to appoint Steven A. Felsenthal, Esq., as examiner.  He
has retained The Hogan Firm as his counsel.


GREYSTONE LOGISTICS: Reports $213,553 Net Loss in Feb. 28 Qtr.
--------------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.47 million on $15.40 million of sales for the
nine months ended Feb. 28, 2014, as compared with net income of
$1.27 million on $16.70 million of sales for the same period in
2013.

For the three months ended Feb. 28, 2014, the Company reported a
net loss available to common stockholders of $213,553 on $4.53
million of sales as compared with net income available to common
stockholders of $48,390 on $4.51 million of sales for the same
period a year ago.

As of Feb. 28, 2014, the Company had $15.99 million in total
assets, $19.01 million in total liabilities and a $3.02 million
total deficit.

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

                        http://is.gd/J76wS0

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.


H-FOOD HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Downers Grove, Ill.-based H-Food Holdings LLC.
The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed $675 million senior secured credit facility,
consisting of a $100 million revolving credit facility due 2019
and a $575 million term loan B due 2021.  The recovery rating is
'3', indicating that lenders could expect meaningful (50% to 70%)
recovery in the event of a payment default.  S&P assigned a 'CCC+'
issue-level rating to the company's proposed $270 million senior
unsecured notes due 2022.  The recovery rating is '6', indicating
that lenders could expect negligible (0% to 10%) recovery in the
event of a payment default.  All ratings are subject to review
upon receipt and review of final documentation.

"The ratings on H-Food Holdings LLC reflect our view that the
company has a 'weak' business risk profile and a 'highly
leveraged' financial risk profile," said Standard & Poor's credit
analyst Bea Chiem.

Hearthside Group Holdings LLC will be the borrower of the
company's proposed senior secured credit facility.  Hearthside
Foods Solutions LLC remains the company's operating subsidiary.
For analytical purposes, S&P views all entities as one economic
entity.

Net proceeds from the new senior secured facility and new $270
million senior unsecured notes along with about $330 million in
new common equity, including management rollover common equity,
are expected to fund the purchase of H-Food.  At the close of the
transaction, S&P estimates that H-Food will have about $860
million in reported debt outstanding, or roughly $886 million when
adjusted for operating leases.


HANOVER INSURANCE: Fitch Affirms 'BB' Rating on Jr. Debentures
--------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Insurer Financial Strength
(IFS) rating of The Hanover Insurance Company, the principal
operating subsidiary of The Hanover Insurance Group (NYSE: THG).

Fitch has also affirmed the following ratings for THG:

-- Issuer Default Rating (IDR) at 'BBB';
-- Senior unsecured notes at 'BBB-'.

The Rating Outlook is Stable.

Key Rating Drivers

THG's ratings reflect adequate capitalization of U.S. operating
subsidiaries, and Fitch's belief that its internal capital
formation is likely to continue to marginally improve.  The score
for U.S. subsidiaries on Fitch's Prism capital model was
'adequate' at year-end 2012. U.S. statutory surplus increased by
20% in 2013, with improved operating results and no dividends paid
to the holding company.

Fitch believes THG's consolidated capitalization adequately
supports the company's risk profile.  However, operating leverage
has increased significantly over the last three years, largely due
to acquisitions and limited growth in shareholders' equity. GAAP
operating leverage (shareholders' equity excludes unrealized gains
on fixed-income securities) was 1.83x and net leverage was 4.85x
at Dec. 31, 2013.  The financial leverage ratio (FLR) was 26.6% at
year-end 2013.

THG reported a 2013 combined ratio of 97.1%, with 3.1 points in
catastrophe losses.  This result marks improvement from an average
combined ratio of 103.5% for 2010 - 2012 with an average 8.1
points in catastrophe losses.  The underwriting gain for 2013 was
$131 million, versus an underwriting loss of $202 million for
2012.  Return on equity improved to 9.7% and operating EBIT
coverage improved to 6.0x for 2013.  Parent company cash and
investments was $122 million, net of unsettled transactions.

THG's future profit potential is buoyed by hardening premium rates
and mix changes.  THG has experienced an improving price
environment in both commercial and personal lines in recent
periods.  A more balanced U.S. risk appetite, shifts in the
company's geographic mix from traditional northeast markets and
exposure management efforts, coupled with a shift from a product
perspective toward more specialty commercial lines also position
the company for improved profitability over the intermediate term.

Rating Sensitivities

Key ratings triggers that could lead to a downgrade include: a
material and sustained deterioration in the Prism score and/or
GAAP operating leverage (excluding FAS 115) at or above 2.2x; GAAP
operating EBIT coverage sustained below 5x combined with
maintenance of parent company cash and investments less than 2x
annual interest expense; a material deterioration in underwriting
or operating performance relative to peers; and a material
deterioration in THG's reserve adequacy.

Key ratings triggers that could lead to an upgrade include
underwriting and consolidated profitability sustained at levels
comparable to higher rated companies and industry averages;
improvement in the Prism score to 'strong'; and maintenance of
run-rate FLR below 25%.

Fitch affirms the following ratings with a Stable Outlook:

The Hanover Insurance Group

-- IDR at 'BBB';
-- 7.5% senior notes due 2020 at 'BBB-';
-- 6.375% senior unsecured notes due 2021 at 'BBB-';
-- 7.625% senior unsecured notes due 2025 at 'BBB-';
-- 8.207% junior subordinated debentures due 2027 at 'BB';
-- 6.35% subordinated debentures due March 30, 2053 'BB'.

The Hanover Insurance Company
Citizens Insurance Company of America

-- IFS at 'A-'.


HD SUPPLY: Incurs $218 Million Net Loss in Fiscal 2013
------------------------------------------------------
HD Supply Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $218 million on $8.48 billion of net sales for the
fiscal year ended Feb. 2, 2014, as compared with a net loss of
$1.17 billion on $7.94 billion of net sales for the fiscal year
ended Feb. 3, 2013.  For the year ended Jan. 29, 2012, the Company
incurred a net loss of $543 million.

For the three months ended Feb. 2, 2014, the Company incurred a
net loss of $66 million on $1.92 billion of net sales as compared
with a net loss of $713 million on $1.97 billion of net sales for
the three months ended Feb. 3, 2013.

As of Feb. 2, 2014, the Company had $6.32 billion in total assets,
$7.08 billion in total liabilities and $764 million total
stockholders' deficit.

"I am very pleased with our 2013 performance," stated Joe
DeAngelo, CEO of HD Supply.  "We delivered 9 percent sales growth
and 21 percent Adjusted EBITDA growth, as adjusted for unusual
items, despite a challenging and uncertain market environment.
Our focused growth strategies and investments coupled with our
differentiated customer-centric business model continue to deliver
profitable growth in excess of our estimate of market growth."

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

                        http://is.gd/CQSljK

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HEARTHSIDE GROUP: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate
Family Rating and a B2-PD Probability of Default rating to
Hearthside Group Holdings, LLC. Moody's also rated Hearthside's
new $100 million Senior Secured Revolving Credit Facility and $575
million Senior Secured First Lien Term Loan at B1 and rated its
$270 million Senior Unsecured Notes at Caa1. The outlook is
stable.

Proceeds of the new debt, along with a $329 million equity
injection, will be used to finance the more than $1 billion
acquisition of Hearthside by Goldman Sachs and Vestar Capital
Partners from Wind Point Partners, including the repayment of
existing debt.

Ratings Rationale

"Hearthside's B2 Corporate Family Rating reflects the company's
leading position as a grain-based contract manufacturer and
packager of food products that has longstanding relationships with
leading US food companies, very good liquidity, and limited
commodity exposure due to pass-through cost arrangements" said
Linda Montag, Moody's SVP. The rating also reflects the company's
growing product diversity and a solid production footprint with 20
manufacturing facilities in 8 different states. These positives
are offset by adjusted pro-forma leverage in the high six times
range, significant concentration in top customers, thin margins as
is typical for co-packers, and an appetite for acquisitions that
has fueled its growth in recent years. Moody's notes that the
ownership by financial sponsors creates the potential for event
risk and aggressive shareholder returns.

The stable outlook reflects Moody's view that Hearthside's
leverage will remain high over the next 12-18 months, but will be
offset by stable cash flow, steady profit margins and very good
liquidity.

The ratings could be upgraded if the company reduces leverage to
below 5.0 times, RCF to net debt approaches 15% and demonstrates a
commitment to maintaining a conservative financial policy. An
upgrade would also require stable EBITA margins and strong
liquidity.

The ratings could be downgraded if large customers are lost
without being replaced or the company makes aggressive debt-
financed dividends or acquisitions. Quantitatively, debt to EBITDA
sustained in the high six times range or EBITA margins below 5%
could lead to a downgrade.

The following ratings were assigned:

  B2 Corporate Family Rating

  B2-PD Probability of Default Rating

  $100 million Revolving Credit Facility at B1 (LGD3 -- 36%)

  $575 million First Lien Term Loan at B1 (LGD3 -- 36%)

  $270 million Senior Unsecured Notes at Caa1 (LGD5 -- 87%)

The outlook is stable

The principal methodology used in this rating was the Global
Packaged Goods published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Hearthside Group Holdings LLC., with over $1 billion in annual
sales, is the leading contract manufacturer and supplier of
companies such as General Mills, Johnson & Johnson, Kellogg's,
Kraft, PepsiCo, Mondelez and Starbucks. Upon consummation of the
transaction, the company will be owned by Goldman Sachs PIA and
Vestar Capital Partners.


INDRA HOLDINGS: S&P Assigns 'B' CCR Over Totes Isotoner Deal
------------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B'
corporate credit rating to Indra Holdings Corp. Indra is the
holding corporation for Totes Isotoner Corp., based in Cincinnati.
The outlook is stable.

At the same time, S&P assigned its 'B' issue rating (the same as
the corporate credit rating) to the company's first-lien term
loan, with a recovery rating of '4', indicating that lenders could
expect average (30% to 50%) recovery in the event of a payment
default or bankruptcy.  The first-lien senior secured term loan is
$245 million.  S&P has not assigned a rating to the $100 asset-
based revolver or the $80 million senior secured term loan
facility, which is being sold in a private transaction.

S&P estimates Indra has about $325 million in reported debt
outstanding following the transaction.

S&P will withdraw its corporate credit and issue ratings on Totes
Isotoner Corp. following repayment of its bank debt.

"Our ratings on Indra reflect our view that the company's
financial profile is 'highly leveraged' given pro forma leverage
in the low-6x area at close of the transaction, up from the low-5x
area prior to the transaction," said Standard & Poor's credit
analyst Jacqueline Hui.

"Although we expect the company's credit measures to gradually
strengthen, we believe that they will remain in line with our
indicative ratios for the "highly leveraged" financial descriptor,
which includes leverage above 5x and a ratio of funds from
operations (FFO) to total debt below 12%.  We have also factored
into our rating that Indra's financial policy profile will remain
aggressive owing to its financial sponsor ownership.  Most
financial sponsors focus on generating investment returns over
short time horizons (less than five years), at times through
acquisitions and dividend payouts," S&P said.

Standard & Poor's outlook on Indra is stable.  S&P expects the
company to continue to generate positive cash flow through steady
margins and to be able to slowly strengthen credit metrics, with
leverage remaining above 5x, and to maintain adequate liquidity.

S&P could consider a downgrade if operating performance weakens,
perhaps from consumer spending declines caused by weakening global
economic conditions, unfavorable weather patterns, or higher input
costs.  These scenarios, along with other possible scenarios,
could lead to "weak" liquidity assessment and/or increased
leverage to above 7.5x, in S&P's view.  S&P believes EBITDA would
have to decline approximately 20% or debt would have to increase
by approximately $90 million for leverage to increase to above
7.5x.

Though unlikely over the next year, S&P could consider an upgrade
if the company can further grow and diversify its business and
product offerings, and its financial policy becomes less
aggressive such that leverage is sustained below 5x.  In S&P's
view, EBITDA would have to improve approximately 35% or debt would
have to decrease by approximately $85 million for leverage to
decrease to the mid 4x area.


INTELLICELL BIOSCIENCES: Delays Form 10-K for 2013
--------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with  respect to its annual report on Form 10-Q for the year
ended Dec. 31, 2013.  The Company said it was not able to obtain
all information prior to filing date and management could not
complete the required financial statements and Management's
Discussion and Analysis of those financial statements by March 31,
2014.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell disclosed a net loss of $4.15 million on $534,942 of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $32.83 million on $99,192 of revenues during the prior
year.  The Company's balance sheet at June 30, 2013, showed $3.70
million in total assets, $10.57 million in total liabilities and a
$6.86 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP stated in their report
that the Company's financial statements for the fiscal years ended
Dec. 31, 2012, and 2011, were prepared assuming that the Company
would continue as a going concern.  The Company's ability to
continue as a going concern is an issue raised as a result of the
Company's recurring losses from operations and its net capital
deficiency.  The Company continues to experience net operating
losses.  The Company's ability to continue as a going concern is
subject to its ability to generate a profit.


IPC SYSTEMS: Moody's Affirms B3 CFR & Changes Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed IPC Systems, Inc's ("IPC") B3
corporate family rating ("CFR") and changed the company's outlook
to stable from negative. Concurrently, Moody's assigned B1 ratings
to the company's proposed first lien senior secured credit
facilities, consisting of a $25 million revolving credit facility
due 2019 and a $525 million term loan due 2020. In addition,
Moody's assigned a Caa2 rating to the company's proposed $350
million second lien term loan due 2021. The company's B3-PD
probability of default rating ("PDR") was affirmed.

The company intends to use proceeds from the proposed bank debt to
refinance existing indebtedness. The assigned ratings on the
proposed debt instruments are subject to receipt and review of
final documentation.

The change in outlook to stable from negative primarily considers
the elimination of the company's elevated refinancing risk (as a
result of the proposed transaction), an improved debt maturity
profile, as well as recent improvement in its operating and
financial performance. The stable outlook also assumes that the
company will be able to successfully execute the refinancing
transaction at economically feasible terms. The affirmation of
IPC's B3 CFR reflects Moody's view that the company's credit
metrics should improve over the next 12 to 18 months from a
combination of revenue growth, primarily within the company's
Trading Communication Solutions ("TCS") segment, and EBITDA
improvement arising from full year impact of FY 2013 cost
reduction initiatives. Despite continued volatility and
uncertainty in regards to demand for IPC's specialized
communication solutions, Moody's expect moderate revenue growth
within its TCS segment due to some demand traction for Unigy, the
company's unified trading communications platform. Moody's believe
these revenue gains will be partially mitigated by gradual revenue
declines within the Network Services ("NS") division, arising
primarily due to top-line pressure within the voice business and
some offsetting improvements within the modestly sized data
segment.

Ratings affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

Ratings assigned:

  Proposed $25 million first lien senior secured revolving credit
  facility due 2019 at B1 (LGD2, 29%)

  Proposed $525 million first lien senior secured term loan due
  2020 at B1 (LGD2, 29%)

  Proposed $350 million second lien senior secured term loan due
  2021 at Caa2 (LGD5, 83%)

Ratings to be withdrawn at transaction closing:

  $20 million first lien senior secured revolving credit facility
  due 2017 at B1 (LGD3, 31%)

  $367 million Extended B-1 Tranche first lien senior secured
  term loan due 2017 at B1 (LGD3, 31%)

  $200 million Tranche C first lien senior secured term loan due
  2017 at B1 (LGD3, 31%)

  $315 million second lien senior secured term loan due May 2015
  at Caa2 (LGD5, 84%)

Rating Outlook:

Changed to Stable from Negative.

Ratings Rationale

The B3 corporate family rating reflects IPC's high business risk
profile, as demonstrated by volatile and uncertain demand for the
company's specialized telephony products and non-recurring nature
of trading turrets installation revenues (historically about 25%
of total revenues), accompanied by elevated, albeit improving
financial leverage metrics. The rating incorporates Moody's
expectations that the company's leverage of approximately 6.0
times (measured on a Moody's adjusted debt to EBITDA basis for the
trailing twelve month period ended March 31, 2014) will remain
within the 5.5 times to 6.0 times range over the next 12 to 18
months. The rating further incorporates Moody's view that despite
some recent demand traction, the market for trading turret systems
has limited growth prospects in the near-to-intermediate term.
Moody's expect IPC's business risk to increase as the company
seeks faster growth in sales of data and network services to
financial services customers, as these services are highly
commoditized and IPC's primary competitors in this arena have
significantly larger scale and resources. However, the rating
draws support from the company's leading market position as a
supplier of specialized telephony systems to traders and brokers
in the financial services industry and long standing relationships
with key customers. The company's credit profile further benefits
from a track record of positive free cash flow, cost reduction
initiatives and good liquidity.

The stable rating outlook reflects Moody's view that IPC's credit
metrics will strengthen over the next 12 to 18 months, with
leverage declining below the 6.0 times level and free cash flow as
a percentage of debt remaining in the mid single digits. Moody's
further expects the company to maintain good liquidity.

IPC's ratings could be pressured by a sustained decline in
revenues or EBITDA resulting from competitive challenges or weak
business execution. Specifically, if Moody's come to expect that
the company's leverage will sustain above 7.0 times or if free
cash flow declines to the low single digit percentages of total
debt for an extended period of time, the ratings could be
downgraded. Furthermore, if the company's liquidity situation
deteriorates, a downgrade is possible.

Given the expectations of high leverage persisting over the
intermediate term, a ratings upgrade is unlikely. However, Moody's
could upgrade IPC's ratings if the company demonstrates sustained
revenue and earnings growth and if Moody's believe that IPC could
maintain Total Debt-to-EBITDA leverage below 5.5 times and produce
free cash flow of about 8% to 10% of its total debt.

IPC Systems, Inc., headquartered in Jersey City, New Jersey,
provides integrated, specialized communications solutions to
global enterprises, primarily in the financial services industry.
IPC was acquired by funds affiliated to private equity firm Silver
Lake Partners in 2006.


IPC SYSTEMS: S&P Affirms 'B-' CCR & Rates $525MM Loan 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Jersey City, N.J.-based IPC Systems
Inc.  The outlook is stable.

At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to IPC's proposed $525 million first-lien term
loan due 2020.  The '3' recovery rating on this debt indicates
S&P's expectation for "meaningful" (50% to 70%) recovery in the
event of a payment default.  At the same time, S&P assigned its
'CCC+' issue-level rating and '5' recovery rating to the proposed
$350 million second-lien term loan due 2021.  The '5' recovery
rating on this debt indicates S&P's expectation for modest (10% to
30%) recovery in the event of a payment default.

IPC will use the proceeds of the transaction to repay its existing
first- and second-lien term loans and pay fees and expenses.
Under the proposed transaction, the company will also put in place
an unrated and undrawn $25 million revolver.

"The rating action reflects our belief that, if successfully
executed, the proposed refinancing will remove the liquidity risk
posed by the May 2015 maturity of the company's existing second-
lien debt," said Standard & Poor's credit analyst Michael
Weinstein.

S&P views the maturity extension as necessary for IPC to maintain
existing ratings, particularly since the first-lien debt's
maturity would be accelerated to 2015 if the second-lien maturity
balance remains above $100 million at the end of February 2015.

The ratings on IPC reflect S&P's view of the company's "weak"
business risk profile and "highly leveraged" financial risk
profile.

The stable outlook reflects S&P's expectation that IPC will face a
challenging environment for system installations over the next
couple of years, but that FOCF will remain positive and liquidity
adequate.  IPC's concentration of customers solely in the
financial services industry makes it susceptible to ongoing
regulatory and operating challenges that will likely confront its
customer base for an extended period.

Meaningful declines in new trading system bookings, combined with
negative FOCF, could lead to a downgrade, although S&P do not
believe this scenario is likely because over 70% of the company's
revenue base is contracted and recurring.  Alternatively, if IPC
is unsuccessful in its proposed refinancing efforts, S&P could
lower the rating due to liquidity concerns given the 2015 maturity
of its second-lien facility.

S&P could raise the rating if all of the following conditions were
met:

   -- The proposed refinancing transaction is successfully
      executed;

   -- Adjusted leverage is sustained below 6x, with the company
      generating moderate FOCF; and

   -- The company demonstrates several quarters of stability or
      growth in hardware installations.


IPREO HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B+' corporate credit rating, on New York-
based financial services software provider Ipreo Holdings LLC on
CreditWatch with negative implications.

"The CreditWatch placement reflects our view that the proposed
acquisition of Ipreo could weaken the company's financial risk
profile beyond our expectation for the rating if the transaction
is largely debt funded," said Standard & Poor's credit analyst
Minesh Patel.

The acquisition closing date, purchase price, and financing plan
have not been publicly disclosed.

S&P believes the planned acquisition by another private equity-
sponsor presents the likelihood that leverage will rise above the
current threshold commensurate with Ipreo's "aggressive" financial
risk profile.  Maintaining the current ratings will depend both on
S&P's expectation that Ipreo will maintain long-term leverage at
about 4.0x-5.0x with adequate liquidity and S&P's view that the
risk of releveraging is low, based on Ipreo's financial policy
under the new sponsor and S&P's view of the owner's financial risk
appetite.

S&P aims to resolve the CreditWatch within the next three months
after reviewing the transaction details, financial policy, and
after discussing any changes to the existing operating plan with
management and its new financial sponsors.


ISC8 INC: Kirsten Bay Appointed New President and CEO
-----------------------------------------------------
Bill Joll, ISC8 Inc.'s president and chief executive officer, has
resigned effective March 19, 2014, but will remain an advisor to
the Company, assisting in the transition of his duties to his
successor through March 31, 2014.

Succeeding Mr. Joll as president and CEO is Kirsten J. Bay, who
has joined ISC8 effective March 19, 2014.  Kirsten was most
recently president and CEO of Attensity Group, a Big Data
analytics enterprise software and services company specializing in
customer experience management and corporate intelligence, where
she restructured the company improving both operating revenue and
margin.  Prior to Attensity, Kirsten was vice president of
commercial business at iSIGHT Partners where she developed new
product offerings for enterprise cyber intelligence programs
targeted at the corporate risk management, financial forecasting,
and business decision functions.

Kirsten brings to ISC8 a wealth of experience in cyber security
and a proven track record of sales and profitability growth.  She
has extensive contacts with major enterprises in the financial and
e-commerce segments, and believes in the value ISC8 brings to the
cyber security space.  "ISC8 is an innovative company in cyber
security that has developed an important next generation product
for managing the security lifecycle," said Kirsten Bay, "I look
forward to leading ISC8 in becoming a formidable player in the
cyber security arena."

"With ISC8's restructuring behind us, Cyber adAPT becoming
generally available at the end of this month and the pipeline
starting to build, the focus going forward is on sales execution,"
said Simon Williams, Chairman of ISC8, "We are very lucky to have
Kirsten join as CEO, and I look forward to working with her in
this new phase of the Company's growth and thank Bill for his
contributions to ISC8."

                             About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

The Company reported a net loss of $28.02 million on $501,000 of
revenues in fiscal year ended Sept. 30, 2013, compared with a net
loss of $19.7 million in fiscal year ended Sept 30, 2012.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in their audit
report on the consolidated financial statements for the year ended
Sept. 30, 2013, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has negative working capital of $29.7 million and a stockholders'
deficit of $55.5 million.

As of Dec. 31, 2013, the Company had $3.81 million in total
assets, $10.22 million in total liabilities and a $6.41 million
total stockholders' deficit.


JETBLUE AIRWAYS: Moody's Raises Corp. Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service raised its ratings assigned to JetBlue
Airways, Corp.; Corporate Family to B2 from B3, Probability of
Default to B2-PD from B3-PD and Speculative Grade Liquidity to
SGL-2 from SGL-3. Moody's also upgraded the senior unsecured
rating to Caa1 from Caa2 and the rating assigned to the G1 and G2
tranches of the company's Series 2004-2 Enhanced Equipment Trust
Certificate (EETC) to Ba2 from Ba3. The outlook remains positive.

Ratings Rationale

The upgrade of the ratings reflects Moody's belief that JetBlue
will maintain credit metrics at levels at least supportive of the
B2 rating category as it continues to expand its operations. "We
believe that credit metrics will further strengthen in 2014," said
Moody's Senior Credit Officer, Jonathan Root. "Industry
fundamentals will remain favorable, allowing JetBlue to avoid
sacrificing unit revenues to maintain load factors as it continues
to grow capacity in excess of 5% annually," continued Root. The
$400 million of gross proceeds from the sale of LiveTV, expected
to close by mid-2014, will bolster the company's liquidity. These
proceeds can be used to fund the purchase of some of the nine
A321s scheduled for delivery in 2014, repay debt or both, helping
to limit any increase in adjusted debt.

The B2 Corporate Family rating considers the company's favorable
profit margins, moderate financial leverage with Debt to EBITDA of
below 5.0 times at year end 2013 and good liquidity. JetBlue's
smaller size and limited network relative to those of Delta Air
Lines, Inc. (B1, positive), American Airlines Group, Inc. (B1,
stable) and United Continental Holdings, Inc. (B2, positive) have
been a constraint on its Corporate Family rating. However, the
demonstrated operating and financial performance accruing from its
network expansion anchored from its existing focus cities of
Boston and New York, competitive profit margins and recent focus
on de-levering the balance sheet represent a stronger credit
profile that warrants the B2 Corporate Family rating. Although
JetBlue has reduced its cash and cash equivalents as a percent of
revenue to about 11.5% because of voluntary debt repayments, it
has an undrawn, $350 million committed revolving credit facility
due 2016 and unencumbered aircraft number 23 at December 31, 2013,
including 21 Airbus A320s.

The Speculative Grade Liquidity rating was upgraded to SGL-2
reflecting the more than $600 million of cash and equivalents,
committed revolver, unencumbered aircraft and no maturity of a
large debt obligation within the next two years. The upgrade of
the EETC ratings by one notch to Ba2 considers Moody's estimate of
the loan-to-value in the mid-70% range and the relevance of the
fifteen Airbus A320 aircraft collateralizing the transaction to
the company's operations.

The positive outlook reflects Moody's belief that interest
coverage and leverage metrics will further strengthen in 2014.
Moody's also expect that more service to the Caribbean and Latin
America including from the company's focus city, Fort Lauderdale,
will positively contribute to the company's operating results.

The ratings could be upgraded if JetBlue is able to further
strengthen its metrics profile and maintain good liquidity. Having
each of Debt to EBITDA and FFO + Interest to Interest approach 4.0
times while funding deliveries of new aircraft could support an
upgrade. Restoring cash to revenue in excess of 15% or booking
annual free cash flow of at least $100 million could also support
an upgrade. A negative rating action could follow if the company
sustains negative free cash flow or if unrestricted cash falls
below $500 million. Deterioration in the company's credit metrics
such as Debt to EBITDA above 6.0 times, Funds from Operations +
Interest to Interest below 2.2 times, or an EBITDA margin of less
than 16% could lead to a downgrade of the ratings. Increased
competition in its Caribbean franchise could pressure traffic and
unit revenue performance, inciting pressure on margins and
operating cash flow. While not expected, the creation of a hub in
Boston or Fort Lauderdale by a larger competitor could also
pressure the rating as could the inability to grow yields to help
offset pressure on operating margins that the agreed-upon
aggregate increase in pilot pay of 20% through 2016 will exert.

JetBlue Airways Corp., based in Long Island City, New York,
operates a low-cost, point-to-point airline from its primary focus
city at New York's John F. Kennedy airport. JetBlue serves 85
cities with an average of 825 daily flights.

Upgrades:

Issuer: JetBlue Airways Corp.

  Corporate Family Rating, Upgraded to B2 from B3

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

  Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
  SGL-3

  Senior Secured Enhanced Equipment Trust, Upgraded to Ba2 from
  Ba3

Issuer: New York City Industrial Development Agcy, NY

  Senior Unsecured Revenue Bonds May 15, 2020, Upgraded to Caa1
  from Caa2, LGD6, 91 % from LGD6, 90 %

  Senior Unsecured Revenue Bonds May 15, 2030, Upgraded to Caa1
  from Caa2, LGD6, 91 % from LGD6, 90 %

Outlook Actions:

Issuer: JetBlue Airways Corp.

Outlook, Remains Positive


JAMES RIVER: To Cease Trading on Nasdaq
---------------------------------------
James River Coal Company received a notice from The Nasdaq Stock
Market regarding Nasdaqs intention to delist the Company's common
stock and that trading of the Company's common stock will be
suspended at the opening of business on April 17, 2014.  In
accordance with Nasdaq's discretionary authority provided in
Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq indicated
that its decision was reached as a result of:

   * the Company's filing of voluntary petitions for
     reorganization under Chapter 11 of Title 11 the U.S. Code on
     April 7, 2014;

   * concerns regarding the residual equity interest of the
     existing listed securities holders;

   * concerns about the Company's ability to sustain compliance
     with all of Nasdaq's continued listing standards, including
     because the bid price of the Company's common stock had
     closed below $1 per share for 30 consecutive days, resulting
     in non-compliance with Nasdaq Listing Rule 5450(a)(1); and

   * the Company's failure to timely file with the U.S. Securities
     and Exchange Commission its annual report on Form 10-K for
     the fiscal year ended Dec. 31, 2013, resulting in non-
     compliance with Nasdaq Listing Rule 5250(c)(1).

The Company does not intend to take any further action to appeal
Nasdaq's decision to delist the Company's common stock.  Therefore
it is expected that the Company's common stock will be delisted
after the completion of Nasdaq's application to the SEC to delist
the Company's common stock.

The Company's common stock may be eligible for quotation on the
OTC Bulletin Board after the Company's Form 10-K is filed, but
that listing would be initiated by a market maker in the Company's
stock and the Company therefore cannot give any assurances as to
when or if that listing would take place.   The Company also said
it cannot currently estimate when its Form 10-K will be filed.

                    $110 Million DIP Facility

In connection with filing the Chapter 11 petitions, the Debtors
filed a motion seeking, among other things, interim Court
authorization for (i) the Company to obtain post-petition
financing, in the form of the DIP Facility and (ii) the other
Debtors to guaranty the Company's obligations in respect of the
DIP Facility.  The Company's borrowings under the DIP Facility are
anticipated to be made in two separate drawings, the first in a
principal amount of up to $80 million, upon satisfaction of
customary conditions, including obtaining interim Court approval
of the DIP Facility, and the second in a principal amount of up to
$30 million, upon satisfaction of customary conditions, including
obtaining final Court approval of the DIP Facility.  The
obligations of the Debtors under the DIP Facility will be secured
by liens covering substantially all of the assets, rights and
properties of the Debtors, subject to certain exceptions.

The loans under the DIP Facility will bear interest at a rate per
annum equal to LIBOR (as defined in the DIP Facility) plus 8.5
percent or the Base Rate (as defined in the DIP Facility) plus 7.5
percent.  Upon the occurrence and during the continuance of
certain events of default under the DIP Facility, the interest
rate increases by 2 percent per annum.  The Loans will be issued
at a discount of 96.5 percent of the principal amount thereof,
with the OID for the full DIP Facility being paid upon the first
drawing of the DIP Facility.

The Company intends to use the proceeds of the DIP Facility to (i)
support the Debtors' businesses during the restructuring process,
(ii) repay in full all outstanding obligations under its Second
Amended and Restated Revolving Credit Agreement, dated as of
June 30, 2011, by and among the Company and certain of the other
Debtors, as borrowers, certain other Debtors, as guarantors, the
lenders party thereto, and General Electric Capital Corporation,
as administrative agent and collateral agent, including by cash
collateralizing all outstanding letters of credit outstanding
under the Existing Credit Agreement in an amount equal to
approximately $30 million, and (iii) repay in full all outstanding
obligations under its Master Lease Agreement, dated as of
Sept. 19, 2006, among GECC, as lessor, the Company, as lessee, and
certain of the Debtors party thereto in an amount equal to
approximately $4.2 million.

All Loans are to be repaid on the earlier of (i) the date that is
the nine month anniversary of the closing date, (ii) the date that
is 45 days after the date on which the Debtors obtain interim
Court approval of the DIP Facility if the Court has not entered a
final order approving the DIP Facility prior to that date, (iii)
the date of the substantial consummation of a reorganization plan
that is confirmed pursuant to an order of the Court, and (iv) the
date all unused commitments under the DIP Facility are terminated
and all Loans are accelerated in accordance with the terms of the
DIP Facility.  In addition, the Loans are required to be prepaid
(i) with the net proceeds of certain asset dispositions and
extraordinary receipts and (ii) by an amount (if any) by which the
principal amount of the Loans exceeds the Borrowing Base (as
defined in the DIP Facility), which will be determined twice per
month.  Finally, amortization payments in the amounts of $15
million and $5 million will be required upon the occurrence of
certain events during the pendency of the Debtors' bankruptcy
cases.

A copy of the Superpriority Debtor-in-Possession Credit Agreement
is available for free at http://is.gd/wAdrkr

                         About James River

James River Coal Company and 33 of its debtor affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos.
14-31848 to 14-31886) on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.  On
the petition date, James River Coal disclosed total asssets of
$1.06 billion and total liabilities of $818.6 million.  Davis Polk
& Wardwell LLP serves as the Debtors' counsel.  Hunton& Williams,
LLP, acts as the Debtors' local counsel.  Kilpatrick Townsend &
Stockton LLP serves as the Debtors' special counsel.  Perella
Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.  Judge
Kevin R. Huennekens oversees the case.


KOPPERS INC: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Pittsburgh-based Koppers Inc. to negative from stable.  At the
same time, Standard & Poor's affirmed its 'BB-' corporate credit
rating.

"The outlook revision follows the company's announcement that it
has signed an agreement to acquire the Wood Preservation and
Railroad Services businesses of Osmose Holdings Inc. in an all
debt-funded transaction valued at $460 million," said Standard &
Poor's credit analyst Daniel Krauss.  "The acquisition will more
than double the company's adjusted debt balances and lead to a
moderate increase in debt leverage.  However, we believe that
Koppers' current financial measures, which are strong for the
current ratings, provide a measure of cushion to offset the
additional debt related to the proposed transaction.  The key
ratio of funds from operations (FFO) to total adjusted debt was
about 32% as of Dec. 31, 2013, which is moderately above our
expectations of at least 20% through a cycle.  Pro forma for the
transaction, we would expect this ratio to drop to about 20%,
which is in line with our expectations at the 'BB-' rating.  The
company plans to fund the acquisition with a new term loan and an
increase in the size of its revolving credit facility, and we
would expect the company to maintain sufficient liquidity,
including ample cushion under financial covenants at close of the
transaction.  Greater insight into the company's financial
policies, including the potential for additional large debt-funded
acquisitions, will be a key driver into addressing the negative
outlook".

The outlook is negative.  S&P believes that earnings growth in
emerging markets, the relatively stable earnings generated by the
Railroad and Utility Products and Services segment, and the
increased global aluminum demand that S&P expects should more than
offset the price volatility in some of the company's key raw
materials and continued macroeconomic uncertainty, particularly in
Europe.  S&P expects that the company will preserve its
significant financial risk profile and strong liquidity while
pursuing its growth objectives.

"Although our base-case scenario assumes that Koppers will
maintain credit measures that we consider appropriate for the
rating, we could lower the ratings if the company encounters
difficulty integrating the acquisition and fails to generate the
targeted synergies.  We would also consider a modest downgrade if
it becomes apparent that Koppers is likely to continue to pursue
debt-funded acquisitions to support its growth strategy beyond a
level we anticipate in our ratings," S&P said.

"We could revise the outlook to stable if the company is able to
successfully integrate the Osmose acquisition and is able to
balance its growth initiatives while maintaining a financial
profile that we consider appropriate for the current ratings," S&P
added.


LARSEN ROAD GREEN BAY: Files for Chapter 11 in Milwaukee
--------------------------------------------------------
Larsen Road Green Bay filed a bare-bones Chapter 11 petition
(Bankr. E.D. Wisc. Case No. 14-24324) in Milwaukee on April 14,
2014.  The Debtor estimated $10 million to $50 million in assets
and liabilities.  The Debtor is represented by Mark L. Metz, Esq.,
at Leverson & Metz, S.C., in Milwaukee.


LDK SOLAR: HRX Commits to Provide $14 Million in Financing
----------------------------------------------------------
LDK Solar Co., Ltd., in provisional liquidation, has provided
creditors a first report of its Joint Provisional Liquidators
covering the period from February 27 to March 24, 2014.

At Feb. 28, 2014, the Company had $493.34 million in total assets,
$1.11 billion in total liabilities and a $625.19 million total
shareholders' deficit.

                  Discussions with Stakeholders

Eleanor Fisher and Tammy Fu of Zolfo Cooper, the Joint Provisional
Liquidators of the Company appointed by the Court on Feb. 27,
2014, met with key Stakeholders, including the Ad Hoc Committee
and representatives of each of the Preferred Investors in Hong
Kong during the week commencing 10 March 2014 and invited all
those parties to provide all or part of the Interim Financing
required by the JPLs.  All those parties were advised that in the
absence of Interim Financing, the Joint Liquidators would not be
able to recommend to the Court that the winding up petition be
adjourned beyond the hearing on April 2, 2014.

To date, no creditors have indicated a willingness to provide any
of the Interim Financing.

Upon appointment, the Joint Liquidators were advised by Management
that one of the Company's existing shareholders was willing to
provide US$10 million in Interim Financing to the Joint
Liquidators.  On March 11, 2014, the JPLs met with a
representative of the interested party and a draft term sheet
outlining proposed terms was subsequently sent to the shareholder.
No comments on the draft term sheet were received and no further
progress was made in relation to negotiations with that party.

At the meeting of the board of Directors of the Company on
March 13, 2014, the Joint Liquidators explained the need to
identify Interim Funding ahead of the Court hearing on April 2,
2014, and advised that it was estimated that funding of
$14 million was required.  During the meeting, the Joint
Liquidators were advised that one of the Company's shareholders,
Heng Rui Xin Energy (HK) Co., Limited, would be willing to provide
the Interim Financing.

                  HRX Commitment Letter

Following the meeting of the board of Directors, the Joint
Liqudiators' lawyers sent a draft commitment letter to HRX
outlining the proposed terms discussed during the meeting.

On March 18, 2014, HRX provided the signed Commitment Letter to
the JPLs undertaking to provide the Company with a $14 million
financing facility.  The key terms of the Commitment Letter, which
is conditional on facility documentation being sanctioned by the
Court and execution of one or more of the RSAs, include:

     * $14 million facility available to the JPLs;

     * The Company to issue to HRX warrants for 6,600,000 shares
       in the Company exercisable at a strike price of $0.10 per
       share within twelve months;

     * Loan to be provided by way of promissory notes issued by
       the Company to HRX with a maturity date 64 months after the
       date on which HRX funds the loan amount to the Company;

     * Interest free;

     * No guarantees or collateral;

     * Liability is subordinated to all expenses of the
       provisional liquidation or official liquidation, but
       ranks ahead of unsecured creditor claims;

     * Repayable at the option of the JPLs without penalty within
       four months;

     * If the loan is not repaid within four months it may be
       converted to ordinary shares in the Company at a conversion
       price of 50 percent of the volume weighted average price in
       the 60 trading days prior to the conversion date, subject
       to a one year lock up period for the converted shares; and

     * The Commitment Letter may be terminated by the JPLs at any
       time prior to sanction of the loan facility documents by
       the Court and does not preclude the JPLs from discussing
       alternative funding arangements with other potential
       lenders (if any).

The Joint Liquidators consider that the Interim Funding has been
secured (subject to sanction of the Court) on terms that are
unlikely to be matched by other financiers, and is structured in a
way that minimises the cost to the estate and preserves
flexibility to the JPLs should alternative funding options arise
in the coming weeks or months.

A complete copy of the Report is available for free at:

                        http://is.gd/lW8U8u

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LIBERTY MEDICAL: Has Until April 16 to Decide on OCL, Byrd Leases
-----------------------------------------------------------------
U.S. Bankruptcy Judge Peter Walsh gave Liberty Medical Supply Inc.
until April 16 to either assume or reject its leases for real
properties located in Texarkana, Texas, and in Arden, North
Carolina.

Liberty Medical leases the Texarkana and Arden properties from
Oaklawn Center Ltd. and Grady G. Byrd, respectively.

                      About Liberty Medical

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

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

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

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


LIBERTY MEDICAL: Seeks Court Approval to Settle Bayer Claim
-----------------------------------------------------------
Liberty Medical Supply, Inc. asked U.S. Bankruptcy Judge Peter
Walsh to approve a settlement of claims between the company and
Bayer HealthCare, LLC.

The claims stemmed from two contracts signed by the companies,
under which Liberty Medical purchased products for sale and
distribution to patients with diabetes.

Under the settlement, Bayer will have a valid claim against the
company in the amount of $891,239, of which $881,329 is entitled
to administrative priority.

Upon approval of the deal, Bayer will be granted relief from the
automatic stay to set off its claim against Liberty Medical's
claim for rebates it earned under the contracts.

After the setoff, the general unsecured portion of Bayer's claim
will be reduced to $4,954 from $9,909 while the portion entitled
to administrative priority will be reduced to $430,343 from
$881,329.

In addition, Bayer will be granted an allowed administrative
expense claim for the net balance owing after setoff in the amount
of $430,343, which won't be subject to further offset, reduction,
or objection.

                      About Liberty Medical

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

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

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

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


LOCATION BASED TECH: Incurs $1.3-Mil. Net Loss in Feb. 28 Qtr.
--------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.34 million on $341,091 of total net
revenue for the three months ended Feb. 28, 2014, as compared with
a net loss of $1.42 million on $591,157 of total net revenue for
the same period last year.

For the six months ended Feb. 28, 2014, the Company reported a net
loss of $2.38 million on $749,895 of total net revenue as compared
with a net loss of $4.85 million on $799,712 of total net revenue
for the same period in 2013.

The Company's balance sheet at Feb. 28, 2014, shows $2.93 million
in total assets, $10.88 million in total liabilities and a $7.95
million total stockholders' deficit.

"We have not attained profitable operations and are dependent upon
obtaining financing to pursue any extensive acquisitions and
activities.  For these reasons, our auditors stated in their
report on our audited financial statements that they have
substantial doubt that we will be able to continue as a going
concern without further financing," the Company said in the
Quarterly Report.

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

                        http://is.gd/KBMHfi

                About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company incurred a net loss of $11.04 million for the year
ended Aug. 31, 2013, as compared with a net loss of $7.96 million
for the year ended Aug. 31, 2012.

Comiskey & Company, the Company's independent registered public
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended Aug. 31,
2013.  The independent auditors noted that the Company has
incurred recurring losses since inception and has accumulated
deficit in excess of $45 million.  There is no establised sales
history for the Company's products, which are new to the
marketplace, the auditors added.

                        Bankruptcy Warning

The Company said it remains obligated under a significant amount
of notes payable, and Silicon Valley Bank has been granted
security interests in the Company's assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in the 2013 Annual
Report.


MACH GEN: Amended Prepackaged Reorganization Plan Confirmed
-----------------------------------------------------------
Bankruptcy Judge Mary F. Walrath on April 11 confirmed MACH Gen
LLC, et al.'s First Amended Joint Prepackaged Plan of
Reorganization.

The amended plan, filed April 9, contained minor modifications.  A
blacklined copy of the Plan is available at no extra charge at:

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

As previously reported by The Troubled Company Reporter, MACH Gen,
a New York-based electricity generator, sought bankruptcy
protection with a prepackaged plan of reorganization, which
proposes to give the company's second-lien debt holders, with Bank
of New York Mellon Corp. as agent, a 93.5% stake in the voting
equity of the reorganized company.

The Debtors said in the Disclosure Statement that the Plan
provides for a restructuring of MACH Gen that will eliminate
approximately $1 billion in debt from its balance sheet.
Second-lien creditors will recover 50% to 65% under the Plan,
while current owners, which took control through a prior debt
restructuring in 2004, are to retain 6.5% of the equity.  Trade
suppliers will be paid in full.

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

                         About MACH Gen

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

The Debtors' general counsel is Matthew S. Barr, Esq., Tyson M.
Lomazow, Esq., and Michael E. Comerford, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in New York; and Russell C. Silberglied,
Esq., John H. Knight, Esq., and Zachary L. Shapiro, Esq., at
Richards, Layton, & Finger P.A., in Wilmington, Delaware.  The
Debtors' financial advisors and investment bankers are Mark
Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood from Moelis &
Company.  Protiviti, Inc., serves as consultant.  Prime Clerk LLC
serves as claims and noticing agent and administrative advisor.

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

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


MACH GEN: Moelis Okayed as Financial Advisor & Investment Banker
----------------------------------------------------------------
Along with the approval of its prepackaged Chapter 11 Plan, MACH
Gen, LLC et al., on Friday also obtained Court approval to employ
Moelis & Company LLC as its financial advisor and investment
banker.

The firm's services include:

(a) assisting MACH Gen in reviewing and analyzing MACH Gen's
    results of operations, financial condition and business plan;

(b) assisting MACH Gen in reviewing and analyzing a potential
    Restructuring or Financing Transaction (or any combination
    thereof); and

(c) assisting MACH Gen in negotiating a Restructuring.

Mark S. Hootnick, a managing director of Moelis, attested that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The firm's Engagement Letter provides for this Fee Structure:

(a) Monthly Fee. A monthly fee of $150,000 per month, payable
    payable in advance each month.  Whether or not a
    Restructuring or Financing Transaction occurs, Moelis
    will earn and be paid the Monthly Fee every month during
    the term of this agreement.  The first six Monthly Fees
    commencing October 17, 2013, will be offset, to the
    extent previously paid, against the Restructuring Fee.

(b) Restructuring Fee. A restructuring fee of $1,500,000 upon
    the closing of a Restructuring; provided, however, that
    MACH Gen will receive a credit of $750,000 for a portion
    of the amounts paid by MACH Gen to Moelis under a prior
    engagement letter and any credits for Monthly Fees.

(c) Testimony Fees. If a Bankruptcy Case is commenced and
    Moelis is requested to provide testimony other than
    minimal testimony to support a Restructuring, a
    non-refundable cash fee of $250,000, which will be
    payable upon completion of the testimony.

(d) Financing Transaction Fee. At the closing of a Financing
    Transaction, a fee of $250,000.

The Engagement Letter provides that Moelis will have earned 100%
of the Restructuring Fee and (if applicable) the Financing
Transaction Fee prior to the commencement of the Bankruptcy Case.

                         About MACH Gen

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

The Debtors' general counsel is Matthew S. Barr, Esq., Tyson M.
Lomazow, Esq., and Michael E. Comerford, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in New York; and Russell C. Silberglied,
Esq., John H. Knight, Esq., and Zachary L. Shapiro, Esq., at
Richards, Layton, & Finger P.A., in Wilmington, Delaware.  The
Debtors' financial advisors and investment bankers are Mark
Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood from Moelis &
Company.  Protiviti, Inc., serves as consultant.  Prime Clerk LLC
serves as claims and noticing agent and administrative advisor.

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

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


MARTIFER SOLAR: Gets Court Approval to Hire FTI Consulting
----------------------------------------------------------
Martifer Solar USA, Inc. received approval from the U.S.
Bankruptcy Court for the District of Nevada to hire FTI
Consulting, Inc.

The order signed by Judge August Landis authorized Michael
Tucker, a senior managing director of FTI, to serve as the
company's chief restructuring officer.

Pursuant to the bankruptcy judge's order, FTI is not allowed to
act in any other capacity in connection with Martifer's bankruptcy
case.  The court order also prohibits any employee, principal or
independent contractor of FTI from serving as a director of the
company during the pendency of the case.

Martifer is required to file a motion in case it seeks to have FTI
personnel assume other executive positions or to materially change
the terms of the firm's employment.

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MARTIFER SOLAR: Court Denies Former Execs' Bid to Hire Carlyon
--------------------------------------------------------------
U.S. Bankruptcy Judge August Landis denied the application of
Roland Kiser and Klaus Bernhart to hire Carlyon Law Group PLLC as
their special counsel.

Messrs. Kiser and Bernhart, former chief executive officer and
chief financial officer of Martifer Solar USA Inc., respectively,
were appointed on Feb. 4 as the persons responsible for the duties
and obligations of the company in its bankruptcy case.

On April 8, Martifer received court approval to hire FTI
Consulting Inc. as well as the firm's senior managing director,
Michael Tucker, as chief restructuring officer.  As CRO, Mr.
Tucker will become the person responsible for the company's duties
and obligations.

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MARTIFER SOLAR: Cathay Asked Court to Appoint Bankruptcy Trustee
----------------------------------------------------------------
Cathay Bank filed a motion seeking the appointment of a Chapter 11
trustee in the bankruptcy cases of Martifer Solar USA, Inc. and
its subsidiary.

In its motion, the bank alleged the management of Martifer
committed fraud and dishonesty prior to the company's bankruptcy
filing.

Cathay Bank, which asserts a $6.3 million claim, alleged the
management secretly diverted more than $1.4 million to an account
with California Bank & Trust to fraudulently convert the bank's
collateral, and made payments to a utility company for a project
which the bank didn't approve.

The bank also cited a transaction under which Martifer's $7.9
million receivable owing from Alternative Energy Financing LLC
(which was the bank's collateral) was released in exchange for
ownership of a solar power project in Los Angeles, California.

"The actions of the debtors' management in these cases demonstrate
that they cannot be trusted to fulfill their fiduciary duties to
the bank," said the bank's lawyer, Reed Waddell, Esq., at Frandzel
Robins Bloom & Csato L.C., in Los Angeles, California.

                     Cathay, et al. Ink Deal

In connection with its request to appoint a bankruptcy trustee,
Cathay Bank entered into a deal with Martifer and its parent
company Martifer Solar, Inc.

Under the deal, both sides agreed to move the hearing on the
appointment to May 12 and the deadline for filing objections to
May 5.  The agreement also calls for the release of the $300,000
deposit held in Frandzel Robins' client trust fund account, which
will be applied by Cathay Bank to reduce Martifer's defaulted
loan.

The parties signed the agreement to avoid the administrative
burden of proceeding to trial on Cathay Bank's motion and to save
estate resources while negotiating the terms of a global
settlement resolving the bank's claim.  The agreement was approved
by U.S. Bankruptcy Judge August Landis on April 10.

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MARTIFER SOLAR: Asks Court to Approve Incentive Plan
----------------------------------------------------
Martifer Solar USA, Inc. asked U.S. Bankruptcy Judge August Landis
to approve the company's proposed key employee incentivization
plan.

The participants in the KEIP include 18 of the remaining employees
of the company and Martifer Aurora Solar LLC.  The KEIP has an
aggregate estimated cost of approximately $460,816.

The KEIP provides an incentivization bonus ranging from 5% to 45%
of each participant's annual base salary.  Two-thirds of the
participants will receive bonuses in the 5% to 10% range.

The KEIP is intended to retain key employees who are needed by the
company to maintain business operations while it prepares its plan
of reorganization, according to Martifer's lawyer, Brett Axelrod,
Esq., at Fox Rothschild LLP, in Las Vegas, Nevada.

As currently contemplated, the plan will provide for the sale of
assets of the company and Martifer Aurora to a stalking horse
bidder.

The company's targeted timeframe is to file the plan and
disclosure statement by the end of April, and obtain the court's
approval of the disclosure statement by the end of May.

Martifer also sees itself holding an auction of its assets by the
middle of June, obtaining the court's confirmation of the plan by
the end of June, and emerging from bankruptcy protection by the
middle of July.

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MARTIFER SOLAR: Court Asked to Require Martifer to Pay Suppliers
----------------------------------------------------------------
CBS Broadcasting Inc. urged Judge August Landis to require
Martifer Solar USA, Inc. to use the rebate it will receive in
connection with its solar power project in California to pay its
suppliers and subcontractors.

CBS said any order granting Martifer's request to use the rebate
should require and not just authorize the company to pay suppliers
and subcontractors involved in the project.

Martifer on March 7 filed a motion seeking court approval to use
approximately $449,368 of the $977,946 rebate it will receive from
Alternative Energy Financing LLC to pay the claims of suppliers
involved in the installation of solar photovoltaic systems on CBS'
property in Los Angeles, California.

AEF, the company that installed the systems, recently received the
rebate from the Los Angeles Department of Water and Power and was
ordered by the bankruptcy judge to turn it over to Martifer.

Martifer had said it would stand to lose over $7 million in future
revenues and incur over $2 million in liabilities that could
"significantly jeopardize the likelihood of [its] successful
reorganization" if the court refused to grant its request.

                    Cathay Bank Opposes Payment

Cathay Bank, a secured creditor, asked Judge Landis to deny the
motion, saying the likelihood of Martifer's successful
reorganization is "highly speculative at this time."

The bank argued that Martifer's restructuring is wholly dependent
on the willingness of its parent to continue injecting millions of
dollars to fund its operations.

Meanwhile, the committee representing Martifer's unsecured
creditors expressed support for court approval of the company's
request to use the rebate.

CBS is represented by:

     Lawrence M. Jacobson, Esq.
     Glickfeld, Fields & Jacobson LLP
     9720 Wilshire Boulevard, Suite 700
     Beverly Hills, California 90212
     Phone: (310) 550-7222
     Fax: (310) 550-6222
     Email: lmj@gfjlawfirm.com

          -- and --

     Jeffrey G. Sloane, Esq.
     Law Offices of Jeffrey G. Sloane
     8935 S. Pecos Road, Suite 21-A
     Henderson, Nevada 89074
     Phone: (702) 269-8570
     Fax: (702) 837-1650
     Email: jeff@jsloanelaw.com

Cathay Bank is represented by:

     Michael Gerard Fletcher, Esq.
     Reed S. Waddell, Esq.
     Frandzel Robins Bloom & Csato, L.C.
     6500 Wilshire Boulevard, 17th Floor
     Los Angeles, California 90048-4920
     Phone: (323) 852-1000
     Fax: (323) 651-2577
     Email: mfletcher@frandzel.com
            rwaddell@frandzel.com

          -- and --

     Natalie M. Cox, Esq.
     Randolph L. Howard, Esq.
     Kolesar & Leatham
     400 South Rampart Boulevard
     Suite 400
     Las Vegas, Nevada 89145
     Phone: (702) 362-7800
     Fax: (702) 362-9472
     Email: ncox@klnevada.com
            rhoward@klnevada.com

The committee is represented by:


     Zachariah Larson, Esq.
     Matthew C. Zirzow, Esq.
     Larson & Zirzow, LLC
     810 S. Casino Center Blvd. Ste 101
     Las Vegas, NV 89101
     Phone: (702) 382-1170
     Fax: (702) 382-1169
     E-mail: zlarson@lzlawnv.com
             mzirzow@lzlawnv.com

          -- and --

     Bradford J. Sandler, Esq.
     Shirley S. Cho, Esq.
     Pachulski Stang Ziehl & Jones LLP
     10100 Santa Monica Blvd., Suite 1300
     Los Angeles, CA 90067
     Phone: (310) 277-6910
     Fax: (310) 201-0760
     E-mail: bsandler@pszjlaw.com
             scho@pszjlaw.com

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MARTIFER SOLAR: Carlyon Law Group Denied to Represent Officers
--------------------------------------------------------------
The Bankruptcy Court, according to Martifer Aurora Solar, LLC, et
al.'s case docket, denied an amended and supplemental motion to
employ Candace C. Carlyon, Esq., and Carlyon Law Group, PLLC as
special counsel to the responsible officers -- Roland Kiser (chief
executive officer) and Klaus Bernhart, (chief financial officer).

The responsible officers filed documents on March 13 to supplement
their earlier application dated March 6, which sought permission
to employ Carlyon as special counsel to the responsible persons
with regard to the discharge of their duties in connection with
the cases.  Those papers indicate that Carlyon would bill for
professional time based upon hourly rates; however, charges are
incurred in one-tenth of an hour.

Candace C. Carlyon, Esq., would charge $575 for her services, and
other professional and paraprofessionals will charge lower rates.

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

The Debtors objected to the proposed engagement, arguing that the
responsible persons have no right or need to retain personal
counsel at the expense of the estates.  On March 18, parent
Martifer Solar, Inc., joined the Debtors in their opposition to
amended and supplemental application.

The Official Committee of Unsecured Creditors objected to the
motion to employ Carlyon on basis that the Debtors already
employed their general bankruptcy counsel -- Fox Rothschild LLP --
which CFO Bernhart attested as competent and disinterested
counsel.

Tracy Hope Davis, U.S Trustee for Region 17, argued that, among
other things, (i) there is no statutory authority for the relief
set forth in the application; (ii) a conflict of interest would
preclude employment; and (iii) the application is premature, as
the Court will be considering a new designation of responsible
person.

Cathay Bank stated in its opposition that the administrative
expenses will kill the Debtors if the employment of special
counsel is approved.  Cathay Bank stated that it is owed in excess
of $6.3 million secured by the assets of the Debtors.

The responsible persons filed an omnibus response to the
objections, defending their bid to hire counsel.

                      About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee is represented by Bradford J. Sandler,
Esq., at Pachulski Stang Ziehl & Jones LLP; and Zachariah Larson,
Esq., at Larzon & Zirzow LLC.


MEDICURE INC: Engages Knight Therapeutics as Advisor
----------------------------------------------------
Medicure Inc. has entered into an arrangement with Knight
Therapeutics Inc. under which Knight will provide advisory
services to help advance Medicure's U.S. specialty pharmaceutical
business and corporate development initiatives.

"Medicure is pleased to have the opportunity to work with Jonathan
Ross Goodman, co-founder of Paladin Labs Inc. and CEO of Knight
Therapeutics Inc," stated Dr. Albert D. Friesen, CEO and Chair of
Medicure Inc.  "We look forward to benefitting from the depth of
experience and networks that he has built up in establishing and
growing a successful specialty pharmaceutical business."

Jonathan Ross Goodman, CEO of Knight Therapeutics Inc. commented,
"I am pleased to leverage my skills and experience to help
Medicure further grow its business."

                         About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

Medicure Inc. incurred a net loss of C$2.57 million on C$2.60
million of net product sales for the year ended May 31, 2013, as
compared with net income of C$23.38 million on C$4.79 million of
net product sales during the prior fiscal year.

The Company's balance sheet at Nov. 30, 2013, showed C$3.25
million in total assets, C$8.52 million in total liabilities and a
C$5.27 million total deficiency.

Ernst & Young, LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended May 31, 2013.  The independent auditors noted that
Medicure Inc. has experienced losses and has accumulated a deficit
of $125,877,356 since incorporation and a working capital
deficiency of $2,065,539 as at May 31, 2013 that raises
substantial doubt about its ability to continue as a going
concern.


MEE APPAREL: Five Members Appointed to Creditors' Committee
-----------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of New Jersey that she has
appointed five members to the official committee of unsecured
creditors in the Chapter 11 cases of MEE Apparel LLC and MEE
Direct LLC.

The Committee members are:

   (1) Simon Property Group, Inc.
       (Co-Chairman)
       225 West Washington Street
       Indianapolis, IN 46204-3438
       Tel.: 317-263-2346
       Fax: 317-263-7901
       Attn: Ronald M. Tucker, Esq.

   (2) American Cargo Express
       (Co-Chairman)
       545 Down Avenue
       Elizabeth, NJ 07201
       Tel.: 908-351-3400
       Fax: 908-351-9708
       Attn: Christina Murray Trizano

   (3) Ningbo Morning Garmets Co.
       c/o Greg X. Wang, Esq.
       General Counsel
       1632 Anderson Ave., Suite B
       Fort Lee, NJ 07024
       Tel.: 201-947-2135
       Fax: 201-606-2700

   (4) Argix Direct, Inc.
       100 Middlesex Center Blvd.
       Jamesburg, NJ 08831
       Tel.: 732-656-2551
       Fax: 732-605-2551
       Attn: Alan Darwick

   (5) GGP Limited Partnership
       110 North Wacker Drive
       Chicago, IL 60606
       Tel.: 312-960-2707
       Fax: 312-442-6374
       Attn: Julie Minnick Bowden

American Cargo Express is listed as one of the largest unsecured
creditors in the Debtors' cases with claims totaling $368,906.

Counsel for Committee is David M. Posner, Esq. --
dposner@otterbourg.com -- at Otterbourg, P.C., in New York.

MEE Apparel LLC and MEE Direct LLC filed separate Chapter 11
bankruptcy petitions (Bankr. D.N.J. Case Nos. 14-16484 and
14-16486) on April 2, 2014.  The petitions were signed by Jeffrey
L. Gregg as chief restructuring officer.  As of the Petition Date,
the Debtors had assets of approximately $30 million and
liabilities of approximately $62 million, including approximately
$25 million of debt outstanding to unsecured creditors.  Cole,
Schotz, Meisel, Forman & Leonard, P.A., serves as the Debtor's
counsel.  Prime Clerk LLC is the Debtor's claims and noticing
agent.  Innovation Capital, LLC, acts as the Debtor's investment
banker.  Judge Christine M. Gravelle presides over the case.


MEE APPAREL: Rejects 43 Real Property Leases
--------------------------------------------
MEE Apparel LLC and MEE Direct LLC sought and obtained authority
from the U.S. Bankruptcy Court for the District of New Jersey to
reject 43 unexpired non-residential real property leases where
they have ceased ongoing operations and abandon personal property
in the premises.

The Debtors said in court papers that the leases have no value and
represent an unnecessary expense to the Debtors' estates.  By
rejecting the Dark Store Leases, the Debtors estimate that they
will be able to achieve annual cost savings of approximately
$878,000 in rent and other related obligations.  In most, if not
all instances, the Debtors have physically vacated the properties
and surrendered the keys to the applicable landlords.

The Dark Store Leases at Southland Mall, Plaza Del Sol, and Plaza
Del Norte, will be deemed rejected as of the later of (i) the
Petition Date and (ii) the date upon which the premises have been
surrendered to the landlord, including tendering delivery of all
keys and key codes.

MEE Apparel LLC and MEE Direct LLC filed separate Chapter 11
bankruptcy petitions (Bankr. D.N.J. Case Nos. 14-16484 and
14-16486) on April 2, 2014.  The petitions were signed by Jeffrey
L. Gregg as chief restructuring officer.  As of the Petition Date,
the Debtors had assets of approximately $30 million and
liabilities of approximately $62 million, including approximately
$25 million of debt outstanding to unsecured creditors.  Cole,
Schotz, Meisel, Forman & Leonard, P.A., serves as the Debtor's
counsel.  Prime Clerk LLC is the Debtor's claims and noticing
agent.  Innovation Capital, LLC, acts as the Debtor's investment
banker.  Judge Christine M. Gravelle presides over the case.


METRO AFFILIATES: Gets OK to Sell Assets to Quality Bus
-------------------------------------------------------
The U.S. Bankruptcy Court Southern District of New York authorized
Metro Affiliates, et al., to sell certain assets to Quality Bus
Sales, LLC, pursuant to a sale agreement.

The original motion provided that the Debtors will sell their
assets to Factory Direct Bus Sales, Inc., an affiliate of the
purchaser.  Prior to the sale hearing, the Debtors determined that
the FD Assets already had been transferred to Factory Direct in
connection with the Factory Direct sale approved by order dated
March 4, 2014.

The purchaser will acquire the assets in exchange of:

   i) cash in the amount of $109,956; and

  ii) the assumption of the assumed liabilities.

All objections to the relief requested have been overruled on the
merits.

                       About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Drops Motion to Employ Auctioneers
----------------------------------------------------
Metro Affiliates Inc. and its debtor-affiliates on April 2
informed the U.S. Bankruptcy Court for the Southern District of
New York that they have withdrawn their request to employ Hilco
Industrial LLC, Reich Borthers LLC, and Alex Lyon & Son Sales
Mangers & Auctioneers Inc. as marketing and sales agent.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors, which is represented by Farrell Fritz,
P.C.  PricewaterhouseCoopers LLP serves as the Committee's
financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


MI PUEBLO: Files Plan to Exit Chapter 11
----------------------------------------
Mi Pueblo Foods on April 15 filed a Chapter 11 plan of
reorganization, intending to exit from bankruptcy protection as
early as May.

Nathan Donato-Weinstein, writing for Silicon Valley Business
Journal, reported the terms of the Plan:

     -- Mi Pueblo won't close any stores, at least immediately.

     -- unsecured creditors' claims, including those by food
        suppliers, will be entitled to a share of $100,000.
        Collectively, they are owed more than $8 million.

     -- Mi Pueblo and its bankrupt real estate and check-cashing
        arm, Cha Cha Enterprises, will receive a total of $56
        million in exit financing from private equity firm Victory
        Park Capital. In a complicated transaction, Victory Park
        will provide $31.5 million to Mi Pueblo and $24.5 million
        to Cha Cha.  In exchange, Victory Park will gain a
        security interest in all the assets of both companies,
        entitling Victory Park to a first-priority right to take
        them over should Mi Pueblo be unable to repay the loans.
        Victory Park will also receive a 50% equity stake in
        Mi Pueblo.  Cha Cha will take the other 50% interest,
        contributing assets such as its check-cashing business
        and releasing a claim against Mi Pueblo for various
        loans over the years worth about $14 million.

The Business Journal noted that Mi Pueblo must post a $7.5 million
letter of credit to support its worker's compensation insurance
policy by June.  According to the report, attorneys for Mi Pueblo
said in court papers the "continuation of Mi Pueblo's Chapter 11
Case, particularly if the plan is not approved by May 30, 2014,
could result in a cessation of operations due to an inability to
maintain Workers' Compensation Insurance."  They said that,
"Without the exit Financing and New Money Commitment, Mi Pueblo
does not have the full $7.5 million needed to collateralize the
letter of credit required by Mi Pueblo's insurer on June 1, 2014."

"The Debtor, Cha Cha, and (financial adviser) Piper Jaffray & Co.
believe that the new capital infusions described above is
currently the best measure of the Debtor's value, best maximizes
the value of the Debtor's estate, and provides Mi Pueblo and Cha
Cha with the best chances of a successful reorganization,"
attorneys for Mi Pueblo said.

Mi Pueblo hopes to win approval of its plan from U.S. Bankruptcy
Judge Arthur S. Weissbrodt on May 14, according to the report.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

Cha Cha is represented by Sacramento-based Felderstein Fitzgerald
Willoughby & Pascuzzi LLP.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: Hiring GA Keen as Real Estate Advisor
------------------------------------------------
Mi Pueblo San Jose Inc. asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ GA Keen
Realty Advisors LLC as its real estate advisor to negotiate the
modification, amendment or termination of its real estate leases
with landlords.

The Debtor agrees to pay the firm a base fee of $5,000 on a per
property basis.  The Debtor says it will provide the firm $10,000
advance against out of pocket expenses.

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

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MOBIVITY HOLDINGS: Incurs $16.7 Million Net Loss in 2013
--------------------------------------------------------
Mobivity Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $16.75 million on $4.09 million of revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $7.33
million on $4.07 million of revenues in 2012.

As of Dec. 31, 2013, the Company had $7.10 million in total
assets, $1.11 million in total liabilities and $5.99 million in
total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, did not issue a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  M&K CPAS previously expressed
substantial doubt about the Company's ability to continue as a
going concern in their report on the Company's annual report for
the year ended Dec. 31, 2012, citing recurring operating losses
and negative cash flows from operations and dependence on
additional financing to fund operations.

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

                        http://is.gd/qSoY2J

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.


MOBIVITY HOLDINGS: Geri Suster No Longer Serving as COO
-------------------------------------------------------
Geri Suster ceased employment as the chief operating officer of
Mobivity Holdings Corp. effective April 7, 2014.

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings reported a net loss of $16.75 million in 2013,
a net loss of $7.33 million in 2012 and a net loss of $16.31
million in 2011.  As of Dec. 31, 2013, the Company had $7.10
million in total assets, $1.11 million in total liabilities and
$5.99 million in total stockholders' equity.


MOMENTIVE PERFORMANCE: Proposes KCC as Claims and Notice Agent
--------------------------------------------------------------
Momentive Performance Materials Inc. and its debtor-affiliates ask
the Bankruptcy Court to appoint Kurtzman Carson Consultants LLC as
claims and noticing agent in order to assume full responsibility
for the distribution of notices and the maintenance, processing
and docketing of claims filed in the chapter 11 cases.

Prior to the Petition Date, the Debtors provided KCC with a
retainer in the amount of $25,000.

The Debtors propose to employ KCC at the rates set forth in the
parties' services agreement.  The agreed fee structure wasn't
included in the copy of the agreement filed with the bankruptcy
court.

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

                   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.

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 Debtors
said that the restructuring will eliminate $3 billion in debt.

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: Proposes $570-Mil. of DIP Financing
----------------------------------------------------------
Momentive Performance Materials Inc. and its debtor-affiliates are
asking the Bankruptcy Court for authority to enter into
postpetition financing arrangements amounting to $570 million and
use cash collateral.

An enterprise with consolidated net sales for 2013 of
$2.4 billion, the Debtors currently have less than $3.5 million of
cash on hand to operate their businesses.  Accordingly, the $570
million in new liquidity under the DIP credit facilities is
critical to the continued operation and viability of the Debtors'
businesses.

The DIP credit facilities -- consisting of a $270 million asset-
based revolving facility ("DIP ABL Facility") and a $200 million
term loan facility -- will provide the necessary liquidity to
fund, in combination with the use of cash collateral, the Debtors'
operating, working capital and capital expenditure needs during
the course of the chapter 11 cases. The Debtors seek immediate
access to up to $130 million of the DIP ABL Facility and the
entire $300 million of the DIP Term Loan Facility on an interim
basis, which will be used to repay the Prepetition ABL Facility in
full and provide for the Debtors' immediate liquidity needs.

The DIP Credit Facilities also provide the Borrowers the option to
incur one or more incremental facilities under the DIP Term Loan
Agreement or the DIP ABL Agreement.  Those incremental facilities
are uncommitted and subject to certain conditions and
restrictions.

The DIP Credit Facilities are an important step in the
implementation of the Debtors' intended balance sheet
restructuring in that the DIP ABL Lenders have agreed, subject to
closing conditions, to convert the DIP ABL Facility into a $270
million exit asset-based revolving facility, and the DIP Arrangers
have committed, subject to closing conditions, to provide a new
$1 billion exit term loan facility.

The Debtors are obtaining DIP financing under these terms:

I. DIP ABL Facility

   * Borrowers:        Momentive Performance Materials USA Inc.,
                       Momentive Performance Materials GmbH,
                       Momentive Performance Materials Quartz GmbH
                       and Momentive Performance Materials Nova
                       Scotia ULC.

   * Guarantors:       Momentive Performance Materials Holdings
                       Inc., Momentive Performance Materials Inc.,
                       and each subsidiary of Intermediate
                       Holdings that is party thereto in its
                       capacity as a guarantor.

   * Administrative
     Agent:            JPMorgan Chase Bank, N.A.

   * Lead Arrangers:   JPMorgan Securities LLC, Citigroup Global
                       Markets, Inc., and Credit Suisse Securities
                       (USA) LLC

   * DIP Lenders:      The lenders from time to time party to the
                       DIP ABL Agreement.

   * DIP ABL
     Facility:         $270 million senior secured asset-based
                       revolving credit facility, consisting of a
                       last-in, first-out tranche in an aggregate
                       principal amount of $200,000,000 and a
                       first-in, last-out tranche in an aggregate
                       principal amount of $70,000,000.

   * Interest Rates:   The interest rates will be, at the option
                       of the Borrowers, Adjusted LIBOR plus 2.75%
                       or ABR plus 1.75%. Default interest of an
                       additional 2.0% arising upon the occurrence
                       of a payment default.

   * Maturity:         The earlier of (i) the date that is 12
                       months following the Petition Date, and
                       (ii) the effective date of a plan of
                       reorganization filed in the Chapter 11 Case
                       that is confirmed pursuant to an order
                       entered by the Court.

   * Financial
     Covenants:        Intermediate Holdings and its subsidiaries
                       are required to achieve minimum
                       consolidated EBITDA levels, to be tested
                       monthly on the last day of each month
                       commencing as of August 31, 2014.

II. DIP Term Loan Facility

   * Borrowers:        Momentive Performance Materials USA Inc.

   * Guarantors:       Momentive Performance Materials Holdings
                       Inc., Intermediate Holdings, and each
                       domestic subsidiary of Intermediate
                       Holdings that is party thereto in its
                       capacity as a guarantor.

   * Administrative
     Agent:            JPMorgan Chase Bank, N.A.

   * Lead Arrangers:   JPMorgan Securities LLC, Citigroup Global
                       Markets, Inc., and Credit Suisse Securities
                       (USA) LLC.

   * DIP Lenders:      The lenders from time to time party to the
                       DIP Term Loan Agreement.

   * DIP Term
     Loan Facility:    A senior secured term loan facility in an
                       aggregate principal amount of $300,000,000.

   * Interest Rates:   Adjusted LIBOR plus 4.00% or ABR plus
                       3.00%. Default interest of an additional
                       2.0% arising upon the occurrence of a
                       payment default.

   * Maturity:         The earlier of (i) the date that is twelve
                       months following the Petition Date, and
                       (ii) the effective date of a plan of
                       reorganization filed in the Chapter 11 Case
                       that is confirmed pursuant to an order
                       entered by the Court.

   * Financial
     Covenants:        Same as DIP ABL Facility.

                        Cash Collateral

The Debtors' prepetition secured financing consists of five
facilities:

   -- The Prepetition ABL Facility: A revolving credit facility
(the "ABL Facility") with lenders, and JPMorgan Chase Bank, N.A.,
as administrative agent, of which $166 million of revolver
borrowings and $71 million of letters of credit have been issued.
The ABL facility has a first priority security interest in the ABL
Priority Collateral and a second priority security interest in the
Notes Priority Collateral.

   -- The Cash Flow Facility: A revolving credit facility with
General Electric Capital Corporation as designated lender, and
JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, of which $20.7 million is currently outstanding.  The Cash
Flow facility has a first priority security interest in the Notes
Priority Collateral and a second priority security interest in the
ABL Priority Collateral, pari passu with the security interests in
such collateral securing the First Lien Notes.

   -- The First Lien Notes: $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.
With respect to liens against the Debtors (but not their foreign
subsidiaries), the First Lien Notes possess the same collateral
scheme as the Cash Flow Facility (except upon one parcel of real
property located in New York (the "NY Parcel") which serves as
collateral for the First Lien Notes but not the Cash Flow
Facility).

   -- The 1.5 Lien Notes: $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.  The 1.5 Lien Notes have a
third priority security interest in the domestic ABL Priority
Collateral and domestic Notes Priority Collateral.

   -- The Second Lien Notes: 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.
The Second Lien Notes have a fourth priority security interest in
the domestic ABL Priority Collateral and domestic Notes Priority
Collateral.

The relative rights, priorities, and obligations among the
Prepetition Secured Parties in connection with the prepetition
collateral are governed by intercreditor agreements, including
certain consent rights with respect to the incurrence of debtor-
in-possession financing and the granting of adequate protection.

In accordance with certain consents and waivers entered into prior
to the Petition Date, the Prepetition ABL Agent and the Cash Flow
Agent have expressly consented to the priming of their liens and
the Debtors' use of Cash Collateral.  By virtue of such consent,
the other prepetition secured stakeholders are also deemed to have
consented, pursuant to the intercreditor agreements, to the
priming of such liens and the use of cash collateral.  Moreover,
certain of the Prepetition Secured Parties are further adequately
protected through the existence of a substantial equity cushion in
their collateral, as well as additional protections granted.

                Bank of New York's Objection

The Bank of New York Mellon Trust Company, N.A., as trustee under
the First Lien Notes, quickly filed an objection to the DIP
financing motion.  BNY complained that the proposed DIP Loans
would impose $430 million in priming liens on the collateral
securing the obligations under the First Lien Notes and the First
Lien Indenture on the first day of the chapter 11 cases.

Counsel to BNY, Michael J. Sage, Esq., at Dechert LLP, explains
that the Debtors are boldly attempting to deprive the First Lien
Trustee of its statutory right to sufficient and appropriate
adequate protection of its senior secured interests under Section
364 of the Bankruptcy Code, and to hinder the First Lien Trustee
in defending the "make-whole" litigation or the "cram-up"
litigation which the Debtors' intend to initiate against the First
Lien Trustee for the benefit of insiders. The First Lien Trustee
doubts that after the completion of expedited discovery, the
Debtors and their insiders will be able to satisfy their heavy
burden of demonstrating that the proposed adequate protection in
favor of the First Lien Trustee is sufficient to protect the First
Lien Trustee and the holders of the First Lien Notes from any
diminution of the value of the collateral securing the obligations
under the First Lien Notes and the First Lien Indenture.

According to Mr. Sage, the Court should not permit the Debtors and
their insiders to incur substantial indebtedness to the detriment
of the First Lien Trustee and the First Lien Noteholders
and should limit the borrowings under the proposed financing to
amounts actually needed by the Debtors (including the timely
payment of amounts equal to the interest that is due under the
First Lien Notes and First Lien Indenture) until the final hearing
to approve the Motion.

BNY is represented by:

         DECHERT LLP
         Michael J. Sage (MS-6998)
         Brian E. Greer (BG-1011)
         1095 Avenue of the Americas
         New York, New York 10036-6797
         Telephone: (212) 698-3500
         Facsimile: (212) 698-3599

                   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.

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 Debtors
said that the restructuring will eliminate $3 billion in debt.

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: Incurs $464 Million Net Loss in 2013
-----------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $464 million on $2.39 billion of net
sales for the year ended Dec. 31, 2013, as compared with a net
loss of $365 million on $2.35 billion of net sales for the year
ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $2.69 billion in total
assets, $4.17 billion in total liabilities and a $1.48 billion
total deficit.

                Going Concern/Bankruptcy Warning

"Based on our current liquidity position as of December 31, 2013,
and projections of operating results and cash flows in 2014, there
is substantial doubt about our ability to continue as a going
concern for the next twelve months.  Our current projections of
operating results, cash flows and liquidity are not expected to be
sufficient to fund our most significant cash obligations necessary
to continue as a going concern."

"To address the risk of being able to continue as a going concern,
we have undertaken steps to restructure our balance sheet and
capital structure."

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

                        http://is.gd/C1PIFi

                   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.

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 Debtors
said that the restructuring will eliminate $3 billion in debt.

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.


MSC HOLDINGS: S&P Assigns 'B' CCR & Rates Proposed $225MM Loan 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Fort Worth, Texas-based MSC Holdings
Inc.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating (the same
as the corporate credit rating) and '4' recovery rating to the
company's proposed $225 million term loan.  The '4' recovery
rating on the term loan indicates S&P's expectation for average
(30% to 50%) recovery in the event of payment default.

"The stable rating outlook reflects our expectation that MSC will
reduce leverage to about 4.5x by the end of 2014 from 5x (pro
forma for the transaction) while increasing sales and EBITDA and
maintaining adequate liquidity," said Standard & Poor's credit
analyst Thomas Nadramia.  "The outlook also reflects our
expectation that liquidity will remain adequate to meet all of the
company's obligations, including working capital growth and
capital spending requirements over the next two years.  Still, our
view of financial risk as highly leveraged incorporates risks
typically associated with companies owned by financial sponsors."

S&P is unlikely to upgrade the company over the next year given
its view of the company's vulnerable business risk profile and its
ownership by a financial sponsor.

Given S&P's favorable outlook for residential construction and
remodeling markets, which should lead to improving sales and
credit measures for MSC, S&P views a downgrade as unlikely.
However, S&P could take such an action if MSC took on a more-
aggressive-than-expected financial policy that included debt-
financed acquisitions or dividends such that leverage exceeded 5x
on a sustained basis.  S&P could also lower its ratings if the
U.S. housing recovery stalls and EBITDA falls at least 15% below
its 2014 forecast, causing leverage to increase to more than 5x.
S&P could also downgrade the company if liquidity becomes "less
than adequate," which could occur if the availability on the ABL
fell to less than $100 million.


MT. LAUREL LODGING: Can File Chapter 11 Plan Until June 2
---------------------------------------------------------
The Hon. Robyn L. Moberly of the U.S. Bankruptcy Court for the
District of Indiana extended the exclusive periods of Mt. Laurel
Lodging Associates LLP and its debtor-affiliates to:

  a) file a Chapter 11 plan of reorganization until June 2, 2014;

  b) solicit acceptances of that plan through and until Aug. 1,
     2014.

                    About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4,
2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.).  The case is
assigned to Judge Robyn L. Moberly.  The petition lists the
assets and debt as both exceeding $10 million on the Mount Laurel
property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.

The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in
Lawrenceville, New Jersey.


MUSCLEPHARM CORP: Appoints Donald Prosser as CFO
------------------------------------------------
MusclePharm Corporation appointed Donald W. Prosser as chief
financial officer and promoted Richard Estalella to president, in
addition to his role as chief operating officer.

Concurrent with Mr. Prosser's appointment, he has resigned his
position as an independent member of MusclePharm's Board of
Directors.  Concurrent with Estalella's promotion, Brad Pyatt,
Chairman and CEO of MusclePharm resigned his position as president
of the Company.  Gary Davis, the former CFO of MusclePharm, will
continue to serve the Company in an advisory capacity on special
projects through 2014.  The management changes and promotion were
approved by MusclePharm's Board on April 10, 2014, and will become
effective April 16, 2014.

"Don brings vast experience in finance, accounting and corporate
governance, and we believe that he will be instrumental in the
planning and management of MusclePharm's financial strategy as we
continue our strong growth trajectory," said Brad Pyatt, Chairman
and CEO of MusclePharm.

"I would also like to acknowledge Richard's outstanding
contribution since joining us nearly a year ago, helping us
optimize the company's supply chain, distribution and warehouse
operations, and laying the groundwork for profitable expansion
domestically and throughout the world.  His experience and
leadership will be important as we move into new markets and
introduce new products and product extensions," Pyatt said.

It is anticipated that Mr. Prosser will enter into an employment
agreement with the Company, of an initial term of one year, which
may be renewed by the mutual agreement of the Company and Mr.
Prosser for additional terms.  Pursuant to the Prosser Agreement
it is anticipated Mr. Prosser will (i) receive as compensation a
base salary of $275,000 per annum, and (ii) be eligible to receive
a cash bonus in 2014, of up to $225,000.  Mr. Prosser will also
receive, conditioned upon receiving approval of the Company's
Board of directors, an initial grant of 100,000 shares of the
Company's restricted common stock, which shall vest as follows: 20
percent as of Dec. 31, 2014, and the remainder on Dec. 31, 2016.

Mr. Prosser is a practicing certified public accountant,
specializing in tax and securities accounting, and has represented
a number of companies serving in the capacity of CPA, member of
boards of directors, and as chief financial officer.  He served as
an independent director on MusclePharm's board since July 2012 and
has more than 35 years of finance and accounting experience.
Prosser has served as Chief Financial Officer and Director of
Chartwell International, Arete Industries, Inc., Inform Worldwide
Holdings, VCG Holding Corp, among other companies.

It is anticipated that Mr. Estalella's employment contract will be
extended until Dec. 31, 2018.  Mr. Estalella's base salary will be
increased to $300,000 per annum and he will not be eligible to
receive a cash bonus of up to $325,000 in 2014.  Mr. Estalella
will also receive, conditioned upon receiving approval of the
Company's Board of directors, a grant of 250,000 shares of the
Company's restricted common stock, which will vest as in
increments of 20 percent per annum over the term of his employment
contract.

Additional information is available for free at:

                        http://is.gd/DNTbss

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

MusclePharm reported a net loss after taxes of $17.71 million in
2013, a net loss after taxes of $18.95 million in 2012, and a net
loss of $23.28 million in 2011.  As of Dec. 31, 2013, the Company
had $52.15 million in total assets, $32.42 million in total
liabilities and $19.73 million in total stockholders' equity.


NATURAL MOLECULAR: Wants Court to Remove Two Committee Members
--------------------------------------------------------------
Natural Molecular Testing Corporation has asked the U.S.
Bankruptcy Court for the Western District of Washington to remove
John Stoddard of GenoPath Solutions LLC and Charles Rodkey of
Pharmacogenomics Testing LLC as members of the Official Unsecured
Creditors' Committee based on their direct conflicts of interest.

Arnold M. Willig, Esq., at Hacker & Willig Inc., counsel of the
Debtor, said in papers filed March 26 that Mr. Stoddard and Mr.
Rodkey are former sales representatives of the Debtor, and now own
and work for Pharmacogenetic Laboratories that directly compete
with the Debtor.  It is therefore in both creditors' best
interests to see that the Debtor, and its business, fails, notes
Mr. Willig.

Mr. Willing adds AutoGenomics Inc. has recently permanently
resigned from the Committee.

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.  Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.


NAVISTAR INTERNATIONAL: M. Rachesky Stake at 17.2% as of April 10
-----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that as of April 10, 2014, they beneficially owned
13,997,556 shares of common stock of Navistar International
Corporation representing 17.2 percent of the shares outstanding.
The reporting presons previously owned 13,084,857 shares at
March 10, 2014.  A copy of the regulatory filing is available for
free at http://is.gd/VnFe3m

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion
in total assets, $11.91 billion in total liabilities and a $3.60
billion total stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the Issuer Default Ratings
(IDR) for Navistar International Corporation and Navistar
Financial Corporation at 'CCC' and removed the Negative Outlook on
the ratings.  The removal reflects Fitch's view that immediate
concerns about liquidity have lessened, although liquidity remains
an important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy. Other rating concerns
are already incorporated in the 'CCC' rating.


NEW YORK TIMES: S&P Affirms 'B+' CCR &; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on New York City-based The New York Times
Co.  The outlook is stable.

At the same time, S&P revised its issue-level rating on the
company's senior notes to 'BB' from 'BB-', and revised its
recovery rating on these notes to '1' from '2'.  The '1' recovery
rating indicates S&P's expectation of "very high" (90% to 100%)
recovery prospects under our revised simulated default scenario,
reflecting its anticipation of a lower balance of priority debt
outstanding in S&P's simulated default scenario.

"The 'B+' corporate credit rating on The New York Times reflects
our assessment of the business risk profile as 'weak' and the
financial risk profile as 'aggressive,'" said Standard & Poor's
credit analyst Hal Diamond.

"We assess the company's business risk profile based on our
expectation that the pace of newspaper print advertising revenue
declines will continue for the foreseeable future as news
consumption and advertising shift to digital media," S&P added.

Notwithstanding The New York Times' position as the third-largest
daily newspaper in the U.S., it is exposed to secular trends of
declining newspaper advertising revenues and readership.  The
company has a larger share of national advertising than its peers
thanks to the broader readership of The New York Times, but
national as well as local advertising are gradually moving online.
With the increase in consumer use of the Internet and other media
for news and information, the company is subject to chronic
pressure to reduce costs of production and distribution.

The stable outlook reflects S&P's expectation that the company
will maintain leverage below 5x, as debt reduction offsets both
the secular decline in print advertising revenue and the effect of
company's investment in digital initiatives.  S&P considers an
intermediate-term downgrade and an upgrade as equally unlikely.

S&P would consider a downgrade if newspaper ad revenue declines
accelerate, leading to revenue, EBITDA, and discretionary cash
flow declines.  S&P could also lower the ratings in the event of
high-priced debt-financed acquisitions, sizable share repurchases,
or large dividends, which S&P currently do not anticipate.

S&P would consider an upgrade if it concludes that growth in
digital revenues will substantially offset declining print
advertising, leading to EBITDA and margin stability, and if the
company continues to balance shareholder returns with debt
repayment.


NOBLE LOGISTICS: Hires DLA Piper as Bankruptcy Counsel
------------------------------------------------------
Noble Logistics, Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ DLA Piper LLP (US) as bankruptcy counsel, effective
Feb. 28, 2014 petition date.

The Debtors require DLA Piper to:

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

   (b) attend meetings and negotiate with representatives of
       creditors and other parties in interest and advise and
       consult on the conduct of the cases, including all of the
       legal and administrative requirements of operating in
       Chapter 11;

   (c) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       behalf of the Debtors' estates, the defense of any actions
       commenced against those estates, negotiations concerning
       litigation in which the Debtors may be involved, and
       objections to claims filed against the estates;

   (d) prepare on the Debtors' behalf motions, applications,
       answers, orders, reports and papers necessary to the
       administration of the estates;

   (e) prepare and negotiate on the Debtors' behalf Chapter 11
       plans, disclosure statements, and all related agreements
       and documents, and take any necessary action on behalf of
       the Debtors to obtain confirmation of such plans;

   (f) advise the Debtors in connection with any sale of assets
       or other restructuring transactions;

   (g) perform other necessary legal services and providing other
       necessary legal advice to the Debtors in connection with
       these Chapter 11 cases; and

   (h) appear before the Bankruptcy Court, any appellate court,
       and the U.S. Trustee and protecting the interests of the
       Debtors' estates before such courts and the U.S. Trustee.

DLA Piper will be paid at these hourly rates:

       Gregg M. Galardi                   $995
       Partners                         $530-$1,120
       Counsel                          $300-$940
       Associates                       $320-$730
       Para-professionals               $85-$455

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

On Dec. 18, 2013, pursuant to the Engagement Agreement, the
Debtors provided DLA Piper with a $25,000 payment as an advance
payment retainer (the "Retainer").  As set forth in the Engagement
Agreement, DLA Piper was free to apply that Retainer to future
billings and request that the Debtors replenish and increase the
Retainer.

On Jan. 15, 2014, DLA Piper issued an invoice for services
rendered in the amount of $6,854 and requested the Debtors to
replenish the Retainer.  On Jan. 30, 2014, DLA Piper issued
another invoice for services rendered in the amount of $17,308.50
and again requested the Debtors to replenish the Retainer.  The
Jan. 30, 2014 invoice also sought to increase the Retainer by
$25,000 to cover certain additional work that DLA Piper expected
to be required to perform in connection with these Chapter 11
cases.

On Jan. 30, 2014, DLA Piper received payment from the Debtors in
connection with the January 15 invoice in the amount of $6,854.
The next day, Jan. 31, 2014, DLA Piper received payment from the
Debtors in connection with the January 30 invoice in the amount of
$17,308.50 and an additional $25,000 to increase the Retainer.

On Feb. 21, 2014, DLA Piper issued an invoice for services
rendered in the amount of $11,170.50 and requested the Debtors to
replenish the Retainer, which amount was paid by the Debtors on
Feb. 24, 2014.  On Feb. 26, 2014, DLA Piper issued an invoice for
services rendered in the amount of $47,719.50, which amount was
paid by the Debtors on the same day.  Finally, on Feb. 28, 2014,
DLA Piper issued an invoice for services rendered in the amount of
$10,917, which amount was paid by the Debtors on the same day.

Gregg M. Galardi, Esq., member of DLA Piper, 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 District of Delaware will hold a hearing on the
application on April 22, 2014, at 2:00 p.m.  Objections were due
April 15, 2014.

DLA Piper can be reached at:

       Gregg M. Galardi, Esq.
       DLA PIPER LLP (US)
       1201 N. Market Street, Suite 2100
       Wilmington, DE 19801
       Tel: (212) 335-4640
       Fax: (212) 884-8540
       E-mail: gregg.galardi@dlapiper.com

                  About Noble Logistics, Inc.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.

On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3,
notified the Bankruptcy Court that she has been unable to appoint
a creditors committee in the Debtors' Chapter 11 cases due to
insufficient response to the Trustee's communication/contact for
service on the committee.


ORANGE COUNTY: S&P Revises Outlook to Stable & Affirms 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'B+' rating on Orange County
Housing Finance Authority, Fla.'s (Green Gables Apartments
project) series 1998C multifamily housing revenue bonds.  The
outlook is stable.

The rating reflects Standard & Poor's view of:

   -- The increased demand for housing at the property, evidenced
      by improved occupancy rates;

   -- The fully funded debt service reserve fund; and

   -- The experienced management by the property's owner, Housing
      and Neighborhood Development Services Inc. (HANDS).

Offsetting the aforementioned strengths is Standard & Poor's view
of the project's:

   -- Weak debt service coverage (DSC) of 0.95x maximum annual
      debt service (MADS), as per audited financials as of
      Sept. 30, 2013; and

   -- High loan-to-value ratio (90.2%).

"The stable outlook reflects our view of the project's marginally
improved debt service coverage and occupancy," said Standard &
Poor's credit analyst Renee J. Berson.  "If the project can
demonstrate improved financial performance, we may consider
raising the rating.  Conversely, a substantial decline in
occupancy or rise in expenses may drag debt service coverage
downward, leading to a lowering of the rating.

Green Gables Apartments, formerly known as Alhambra Trance
Apartments, is an affordable housing project in Orlando.


PACIFIC STEEL: Gets Final OK to Use Wells Fargo's Cash Collateral
-----------------------------------------------------------------
Bankruptcy Judge Roger L. Efremsky approved, on a final basis, the
stipulation authorizing Pacific Steel Casting Company and Berkeley
Properties LLC to use cash collateral in which Wells Fargo Bank,
N.A. asserts an interest.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant WFB a replacement lien
on collateral with a back-up superpriority claim.

PSC and BP will make monthly adequate protection payments to WFB
from cash collateral of approximately $40,000.

In a previous order, the Debtors were granted interim
authorization to use a total of $7,935,000 of the cash collateral
of WFB from cash on hand, collections of accounts receivable,
sales and rents collected from operations until April 9, well as
an additional $398,855 to provide an additional adequate
protection deposit to Pacific Gas & Electric.

                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.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  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.  The Committee is represented by:

     Ori Katz, Esq.
     Michael M. Lauter, Esq.
     SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
     Four Embarcadero Center, 17th Floor
     San Francisco, CA 94111-4109
     Telephone: 415-434-9100
     Facsimile: 415-434-3947
     E-mail: okatz@sheppardmullin.com
             mlauter@sheppardmullin.com


PACIFIC STEEL: $8.5MM Loan From Siena Approved on Final Basis
-------------------------------------------------------------
Bankruptcy Judge Roger L. Efremsky authorized Pacific Steel
Casting Company and Berkeley Properties LLC to obtain postpetition
loans, advances and other financial accommodations, on a final
basis, from Siena Lending Group LLC in an amount up to $8,500,000.

The Debtors would use the Siena loan to operate their businesses
in the ordinary course.  The initial advance under the DIP
Facility will be used (a) to pay in full prepetition obligations
owing to Wells Fargo Bank, N.A.; (b) for working capital; and (c)
the payment of expenses due to DIP lender and to give the Debtors
the opportunity to fund an orderly Section 363 sale of their
assets to maximize value for their respective estates.

The Debtors noted that they have not been able to procure
financing in the form of unsecured credit allowable under Section
503(b)(1) of the Bankruptcy Code, as an administrative expense
under Section 364(a) or (b) of the Bankruptcy Code.

All Loans and other monetary obligations from the Siena financing
will bear interest at a rate equal to (a) with respect to M&E
Revolving Loans, 6.0% per annum in excess of the base rate, and
(b) with respect to all other revolving loans, 4.5% per annum in
excess of the base rate.  Accrued interest will be payable on the
first day of each month in arrears.

On April 8, the Official Committee of Unsecured Creditors
expressed support to the Debtors' motion to incur postpetition
financing.  The Committee stated that its counsel has engaged in
negotiations with the DIP lender Siena and the Debtors regarding
the terms of the DIP financing, resulting to terms that are
acceptable to the Committee.

As adequate protection from any diminution in value of the
lender's collateral, the Debtors will grant the lender replacement
liens all prepetition and postpetition property, and a
superpriority administrative claims status, subject to carve out
on certain expenses.

A copy of the Committee's statement as well as a blacklined copy
of the financing agreement, is available for free at:

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

                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.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  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.  The Committee is represented by:

     Ori Katz, Esq.
     Michael M. Lauter, Esq.
     SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
     Four Embarcadero Center, 17th Floor
     San Francisco, CA 94111-4109
     Telephone: 415-434-9100
     Facsimile: 415-434-3947


PACIFIC STEEL: Hires Thoits Law as Transaction Counsel
------------------------------------------------------
Pacific Steel Casting Company, et al., ask authorization from the
U.S. Bankruptcy Court for the Northern District of California to
employ Thoits, Love, Hershberger & McLean ("Thoits Law") as
transaction counsel, effective April 1, 2014.

The Debtors require Thoits Law to:

   (a) advise and assist the Debtors with regard to the sale of
       substantially all or any part of their assets and related
       matters; and

   (b) draft, review and edit any and all documents necessary to
       complete transactions involving the sale of all or any
       part of the Debtors' assets and related matters.

Thoits Law will be paid at these hourly rates:

       Stephen A. Dennis                   $490
       Terrence P. Conner                  $490
       Anne Senti-Willis                   $450
       Stephen P. Gerrish                  $490
       Thomas B. Jacob                     $475
       Kathryn J. Andrews                  $315
       Mitchell Edwards                    $225
       Annie Shattuck                      $150
       Derek Settle, Paralegal             $125
       Katrina Marcelo, Paralegal          $125
       Jon Hanson, Paralegal               $100

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

Thoits Law will not bill the Debtors for administrative staff
services.

Stephen A. Dennis, shareholder of Thoits Law, 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.

Thoits Law can be reached at:

       Stephen A. Dennis, Esq.
       THOITS, LOVE, HERSHBERGER & MCLEAN
       285 Hamilton Avenue, Suite 300
       Palo Alto, CA 94301
       Tel: (650) 327-4200
       Fax: (650) 325-5572
       E-mail: sdennis@thoits.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.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  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.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PACIFIC STEEL: Taps Mowat Mackie as Accountant
----------------------------------------------
Pacific Steel Casting Company and Berkeley Properties, LLC seek
permission from the U.S. Bankruptcy Court for the Northern
District of California to employ Mowat Mackie & Anderson LLP as
accountant, effective Mar. 27, 2014.

The Debtors require Mowat Mackie to:

   (a) audit the consolidated balance sheet of the Debtors as of
       Mar. 31, 2014, and the related consolidated statements of
       operations, stockholders' equity, and cash flows for the
       year then ended;

   (b) provide tax services to the Debtors including but not
       limited to preparation of tax returns and other filings
       for the year ending Mar. 31, 2014;

   (c) preparation of any foreign reporting requirements; and,

   (d) assist with responding to the IRS audit.

Mowat Mackie will be paid at these hourly rates:

       Robert Rognon                      $325
       Various Staff Accountants       $115-$280

Mowat Mackie estimates that its fees for the services identified
herein will range from $65,000 to $70,000 for the audit; $12,000
to $15,000 for preparation of the consolidated income tax returns;
$1,000 to $1,500 for additional tax returns of BP; and, $2,000 for
preparation of foreign reporting documents.  Mowat Mackie cannot
provide an estimate for the fees associated with the IRS audit
because of the nature of such services and the uncertainty of the
time required.

Julie H. Rome-Banks, partner of Binder & Malter, LLP, Debtors'
attorneys, 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.

Mowat Mackie can be reached at:

       Robert B. Rognon
       MOWAT MACKIE & ANDERSON LLP
       1999 Harrison St., Suite 1500
       Oakland, CA 94612
       Tel: (510) 893-1120
       Fax: (510) 893-7523

                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.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  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.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PALM DRIVE HEALTH: CEO Files Declaration re Ch. 9 Eligibility
-------------------------------------------------------------
Thomas M. Harlan, the chief executive officer of Palm Drive Health
Care District filed with the U.S. Bankruptcy Court for the
Northern District of California, Santa Rosa Division, a
declaration in support of the District's qualifications for relief
under Chapter 9 of the Bankruptcy Code.

According to Mr. Harlan, the District is a local health care
district organized under Sections 32000 et seq. of the California
Health & Safety Code, and accordingly is a "municipality" as the
term is defined in Section 101(40) of the Bankruptcy Code.  The
District operates Palm Drive Hospital in Sebastopol, California,
and provides other health care and education services.  The
District, Mr. Harlan says, is specifically authorized in its
capacity as a local public entity to be a debtor under Chapter 9
of the Bankruptcy Code by the laws of the State of California.

After a noticed public hearing held on April 1, 2014, at which
public comment was received on the District's fiscal condition,
the District has declared a fiscal emergency by a resolution
adopted unanimously by the District's Board of Directors.  The
resolution includes findings that the financial state of the
District jeopardizes the health, safety, or well-being of the
residents of the District's service area absent the protections of
Chapter 9.  The resolution further includes a finding that the
District is or will be unable to pay its obligations within the 60
days following the adoption of the resolution.

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 volume
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.


POLY PLANT PROJECT: Files for Chapter 11 in Los Angeles
-------------------------------------------------------
Poly Plant Project, formerly known as PPP Equipment Corporation,
filed a Chapter 11 bankruptcy petition in its hometown in Los
Angeles (Bankr. C.D. Cal. Case No. 14-17109) on

The company disclosed $16.8 million in total assets and $22.3
million in total liabilities, all of them unsecured, in its
schedules.  The Debtor doesn't have any real property.  Its assets
primarily consist of liquidated debts by these entities:

     RMT International, Inc. and Daniel Huber    $400,000
     Kunical International Group, Ltd.         $8,320,000
     Paul Riaz                                 $1,000,000
     Million Sea Enterprise, USA, LLC            $650,000
     Trade, Media & Business Int'l Corp        $6,140,000

The Debtor also discloses that Leshan Ledian Tianwei Sichuan owes
$8,887,508; Tienwei Sichuan owes $3,311,642; Shang Shaeng (Baotou
City) owes $17,457,510; Asia Silicon owes $19,142,500; and Dalu
Semiconductor Material Co. Ltd. owes $25,167,062, but these
amounts are "probably uncollectible."

Kunical Holdings, Inc. owns 100% of the stock.

Tetsunori T. Kunimune, director and CEO, said it is necessary for
the company to file for bankruptcy due to its financial
circumstances.

Judge Thomas B. Donovan is assigned to the case.

The Debtor has tapped Donahoe & Young LLP of Valencia, California,
as counsel.


PORTER BANCORP: Appoints Two New Directors
------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, announced that
Marc Satterthwaite and Mark F. Wheeler have been appointed as new
members to the boards of directors of Porter Bancorp, Inc., and
PBI Bank, Inc.

Mr. Satterthwaite is vice president, director of sales operations,
North America, for Brown-Forman Corporation, a diversified
producer of fine quality consumer products that is among the top
10 largest spirit and wine companies in the world.  Mr.
Satterthwaite currently oversees all facets of Brown-Forman's
consumer sales throughout the U.S. and Canada and has held a
variety of positions across sales and marketing since joining the
company in 1988.  Within the beverage industry, he serves as vice
chairman of the NABCA Industry Advisory Committee.  He remains
actively involved with his alma mater, Western Kentucky
University, having recently completed a term on their Alumni
Association Board of Directors.  He also holds a master's degree
in business administration from University of New Orleans.
Additionally, Satterthwaite was recently elected as an elder for
Springdale Presbyterian Church and has served on the board of
directors of Discover Downtown La Grange.

"Mr. Satterthwaite has a wealth of expertise in management,
marketing, sales and operations that will be invaluable to PBI
Bank in achieving its goals," said John T. Taylor, Porter Bancorp,
Inc., president and CEO.  "His professional experience will be
particularly helpful in directing our strategic goals of growing
core deposits, changing the deposit mix and further developing the
bank's brand and marketing."

Mr. Wheeler is chief financial officer of PT Development (PTD), a
Louisville-based management firm that specializes in providing
management and other operational efficiencies to privately held
physical therapy practices.  Mr. Wheeler is responsible for most
of the financial aspects of the company including accounting,
payor contracting, mergers and acquisitions, and other general
corporate matters.  Prior to joining PTD, he was executive vice
president and Regional Chairman of U.S. Bank, Louisville, where he
was responsible for commercial banking in the Louisville,
Nashville, Dayton, Cincinnati, Cleveland, Akron, and Columbus
markets, in addition to U.S. Bank's national Professional Sports
business.  Prior to U.S. Bank, Mr. Wheeler was senior vice
president and manager of National Corporate Banking for PNC Bank.
Mr. Wheeler also holds leadership positions with several community
organizations including Fund for the Arts, Louisville Zoo
Foundation, Lincoln Heritage-Boy Scouts, Thornton Oil Corporation,
The Housing Partnership, University of Louisville Overseers, Galen
College of Nursing, BDS Management Group, Inc., and E-Town Motel
Associates, LLC.  Additionally, he is Chairman of the 2014 Fund
for the Arts Campaign.

"Mr. Wheeler brings to us more than 30 years of banking experience
from both regional and national banks, including a deep
understanding of the Kentucky markets that PBI Bank serves," added
Taylor.  "His counsel will be a tremendous asset in setting our
business development strategy and in attracting new business to
the bank."

Porter Bancorp, Inc., and PBI Bank have received notice of non-
objection from its primary regulators to appoint Messrs.
Satterthwaite and Wheeler to the boards of directors.

The board of directors expects to nominate the following seven
individuals to stand for election as directors at the 2014 annual
meeting of the PBIB shareholders to be held on May 28, 2014:

      Glenn Hogan              Michael T. Levy
      William G. Porter        Marc Satterthwaite
      John T. Taylor           Mark F. Wheeler
      W. Kirk Wycoff

Three current directors, David L. Hawkins, Sidney L. Monroe and
Stephen A. Williams, have notified PBIB of their intention not to
stand for re-election as directors at the 2014 annual meeting of
shareholders, subject to regulatory approval of the new director
appointments.

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp incurred a net loss attributable to common
shareholders of $3.39 million in 2013, a net loss attributable to
common shareholders of $33.43 million in 2012 and a net loss
attributable to common shareholders of $105.15 million in 2011.

As of Dec. 31, 2013, the Company had $1.07 billion in total
assets, $1.04 billion in total liabilities and $35.93 million in
total stockholders' equity.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred substantial losses in 2013, 2012 and
2011, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional losses or the continued inability to
comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern.


POSITIVEID CORP: Reports $13.3 Million 2013 Net Loss
----------------------------------------------------
PositiveID Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common stockholders of $13.33 million on $0 of
revenue for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stockholders of $25.30 million on $0
of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.40 million
in total assets, $5.82 million in total liabilities, all current,
$488,000 in mandatorily redeemable preferred stock, and a $4.91
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a working capital deficiency and an accumulated
deficit.  Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014.  These conditions raise substantial doubt about its
ability to continue as a going concern.

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

                        http://is.gd/kSoigl

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.


PRIME TIME: U.S. Trustee Unable to Appoint Creditors Committee
--------------------------------------------------------------
The U.S. Trustee notified the Bankruptcy Court that an official
committee of unsecured creditors has not been appointed in the
Chapter 11 case of Prime Time International Company.

The U.S. Trustee explained that an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The Trustee reserves the
right to appoint such a committee if interest develop among the
creditors.

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.


PROSPECT SQUARE: Wins Continued Access to Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado issued a
third interim order dated April 8, authorizing Prospect Square 07
A, LLC, et al., to use cash collateral in which secured lender
MSCI 2007-IQ16 Retail 9654, LLC asserts an interest.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
lien on all postpetition rental income from the project, any and
all insurance proceeds from the project, all income of the Debtors
and any and all assets of the Debtors.

The Debtors will also keep all of the secured lender's collateral
adequately insured and will maintain the collateral in good repair
and condition.

Additionally, the Debtors will make monthly adequate protection
payments amounting to $30,428.

As reported in the Troubled Company Reporter on April 8, 2014,
the Debtors on April 4 filed a proposed "Third Interim Order
Authorizing Use of Cash Collateral."  The filing was made pursuant
to a minute order entered April 2, which directed the parties to
submit their proposed order continuing use of cash collateral for
the next 60 days to the Court for signature.  The agreed order,
the Court said, must provide for payment of certain management fee
in accordance with the Courts findings on the record, without
prejudice to the right ofthe secured creditor to file a motion at
a later date.

On March 21, Bankruptcy Judge Elizabeth E. Brown entered a second
interim order that allowed the Debtors to use MSCI's cash
collateral through April 2.  Among others, the Court directed the
Debtors to make monthly adequate protection payments of $30,428 to
MSCI.

As of the Petition Date, the Debtors were indebted to MSCI in an
amount in excess of $18,000,000, including real estate taxes
advanced by the MSCI, and not reimbursed by Debtors in the amount
of $951,929.

                 About Prospect Square 07 A, LLC

Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.

Prospect Square 07 A is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio.  The Debtor listed $16 million
in assets and more than $12 million in liabilities.  Lee M.
Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as
the Debtors' counsel.

Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T.
Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams
Young & Zimmermann LLC.


REGENCY ENERGY: Moody's Hikes Corporate Family Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded Regency Energy Partners LP's
Corporate Family Rating (CFR) to Ba2 from Ba3 and its unsecured
notes rating to Ba3 from B1. Moody's affirmed Regency's SGL-3
Speculative Liquidity Rating (SGL). The rating outlook is stable.

"Having closed its $5.6 billion acquisition of PVR Partners, L.P.
(PVR), the increased scope and diversity of Regency's midstream
operations now warrant this upgrade," commented Andrew Brooks,
Moody's Vice President. "While the company's debt leverage remains
elevated, Moody's expect incremental EBITDA accruing from
acquisitions and growth projects, and moderating capital spending
will lead to reduced levels of debt leverage in 2014 and 2015."

Issuer: Regency Energy Partners LP

Upgrades:

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

Corporate Family Rating, Upgraded to Ba2 from Ba3

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 from B1

Affirmations:

Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Actions:

Outlook, Changed To Stable From Positive

Ratings Rationale

Regency's Ba2 CFR reflects its large size and scale,
notwithstanding the financial constraints associated with its
Master Limited Partnership (MLP) structure, its business and
geographic diversification and high level of fee-based income
derived from recent expansions and acquisitions. Its rating also
recognizes Regency's rapid growth and evolving business mix
profile, the execution risks associated with a series of rapidly
announced acquisitions and its elevated debt leverage. Regency's
debt leverage as of December 31, exceeded 6x (including Moody's
standard adjustments), up from 5.5x in 2012, reflecting its heavy
investment in growth capital spending. Debt leverage pro forma for
the acquisitions will remain relatively unchanged, and should
trend lower as a result of anticipated EBITDA growth and
moderating capital spending. Moody's rating also takes into
account the control of Regency exercised by Energy Transfer Equity
(ETE, Ba2 stable), its general partner (GP), and the extent of
ETE's overall consolidated leverage, including Regency, which
exceeds 6x. ETE also owns 11.1% of RGP's limited partnership
units, pro forma for pending acquisitions.

Regency is a publicly traded MLP whose midstream operations
consist of natural gas gathering and processing (G&P), gas
pipeline transmission and natural gas liquids (NGLs)
transportation, processing and fractionation. The company
announced on December 23 that it had agreed to acquire Eagle Rock
Energy Partners, L.P.'s (EROC, B1 RUR downgrade) midstream
business for approximately $1.3 billion, which is expected to
close late in 2014's second quarter. On March 21, Regency closed
its previously announced $5.6 billion units-for-units acquisition
of PVR (including the assumption of $1.8 billion PVR debt), which
will give Regency a strong presence in the rapidly growing
Marcellus Shale. On February 3, Regency also closed on the
acquisition of the midstream assets of privately held Hoover
Energy Partners LP for $290 million. While these acquisitions
expand and further diversify Regency's midstream footprint, the
rapid pace of recent acquisition introduces an element of
execution risk into the credit equation.

Regency should have adequate liquidity into 2015, which is
captured in its SGL-3 Speculative Grade Liquidity Rating (SGL). At
March 31, Regency had $600 million of borrowing outstanding under
its $1.5 billion secured revolving credit facility. The revolver
is scheduled to expire in May 2018. Regency should have sufficient
cushion under its three financial covenants. Its leverage ratio
(debt to EBITDA) is limited to 5.5x, with secured debt to EBITDA
limited to 3.25x. Covenant language is such that it permits
Regency to employ an adjusted EBITDA for projects in construction
to account for the lag in EBITDA attributable to growth capital
spending. The minimum interest coverage ratio is set at 2.50x
EBITDA. Its revolving credit facility is secured by all assets,
although Regency has an asset base significantly in excess of this
amount, affording it the ability to raise additional liquidity
through asset sales, if so required.

Regency's stable outlook reflects its growing size and scale, and
the increased geographic diversification and high level of fee-
based cash flow derived from recent expansions and acquisitions.
An upgrade to Ba1 would be possible assuming Regency successfully
integrates its rapidly accumulated acquisitions and improves debt
to EBITDA to below 4.5x while maintaining operating margins from
fee-based sources around 70%. Distribution coverage should
consistently be maintained in excess of 1x. Ratings could be
downgraded should improvements in debt leverage be reversed to
over 5x. Additionally, should the credit of ETE materially weaken,
or should ETE aggressively pressure Regency for higher
distribution payouts, a negative rating action could be
considered.

The Ba3 rating on Regency's senior unsecured notes reflects the
subordination of the senior unsecured notes to Regency's $1.5
billion secured revolving credit facility's priority claim to the
company's assets. The size of the claims relative to Regency's
outstanding senior unsecured notes results in the notes being
rated one notch below the Ba2 CFR under Moody's Loss Given Default
Methodology.

The principal methodology used in this rating was the Global
Midstream Energy published in December 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Regency Energy Partners LP is a midstream energy MLP headquartered
in Dallas, Texas.

ETE, also a publicly traded MLP, controls Regency through its 0.7%
GP interest, and owns 11.1% of Regency's common units (pro forma
for the EROC midstream acquisition) and 100% of its incentive
distribution rights. ETE is headquartered in Dallas, Texas.


REGIONAL CARE: Plan Confirmation Hearing Scheduled for May 15
-------------------------------------------------------------
Bankruptcy Judge Eileen W. Hollowell will convene a hearing on
May 15, 2014, at 10:00 a.m., to consider confirmation of Regional
Care Services Corp., et al.'s Second Amended Joint Plan of
Reorganization dated March 28, 2014.  Objections, if any, are due
May 8.

The hearing on approval the Debtors' Disclosure Statement was set
for March 17, 2014, and the Debtors are working toward a
confirmation in May 2014.

Following the hearing, the Court approved the Debtors' Disclosure
Statement as containing adequate information.

Ballots accepting on rejecting the Plan are due May 8, at
5:00 p.m.  Ballots must be received by the Debtors' balloting
agent at these addresses:

if by first class mail to:

         Casa Grande Ballot Processing
         c/o Epiq Bankruptcy Solutions, LLC
         P.O. Box 5014, FDR Station
         New York, NY 11050-5014

if by overnight courier or personal delivery:

         Casa Grande Ballot Processing
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

The Plan hinges on the sale of substantially all of the Debtors'
assets to Banner Health in exchange for up to $87 million in cash
(subject to adjustments) and forgiveness of loans.  Cash proceeds
received upon the sale closing will pay the Debtors' bond
indebtedness, in the aggregate principal amount of $63,785,000
plus accrued interest and fees, in full in exchange for
subordination of the $1.3 million prepayment fee to all other
claims.

The remainder of the sale proceeds will be placed in a trust for
the benefit of creditors.  Administrative expenses, priority
claims, and secured claims will be paid in full from the Creditor
Trust.  Remaining funds will be distributed to general unsecured
creditors followed by payment of the Allowed Bond Redemption
Premium Claim.

The Debtors project there will be sufficient funds to pay all
creditors in full upon closing of the sale; any surplus would be
returned to Banner.  Following final distributions, the Debtors'
estates will be wound down.

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

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

The Debtors are represented by:

         Michael McGrath, Esq.
         Kasey C. Nye, Esq.
         MESCH, CLARK & ROTHSCHILD, P.C.
         259 North Meyer Avenue
         Tucson, Arizona 85701
         Tel: (520) 624-8886
         Fax: (520) 798-1037
         E-mails: mmcgrath@mcrazlaw.com
                 knye@mcrazlaw.com

              - and -

         Michael J. Pankow, Esq.
         Joshua M. Hantman, Esq.
         BROWNSTEIN HYATT FARBER SCHRECK, LLP
         410 Seventeenth Street, Suite 2200
         Denver, CO 80202-4432
         Tel: (303) 223-1100
         Fax: (303) 223-1111
         E-mails: mpankow@bhfs.com
                 jhantman@bhfs.com

                About Casa Grande Community Hospital
                    and Regional Care Services

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has not
appointed a committee of unsecured creditors.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.


REGIONAL CARE: Hammond Hanlon Approved as Investment Banker
-----------------------------------------------------------
Bankruptcy Judge Eileen W. Hollowell authorized Regional Care
Services Corp., et al., to employ Hammond Hanlon Camp LLC, as
investment banker, nunc pro tunc to Feb. 4, 2014.

As reported in the Troubled Company Reporter on March 4, 2014,
pursuant to an engagement letter between Casa Grande Regional
Medical Center and Hammond Hanlon, dated as of Sept. 25, 2013,
Hammond Hanlon agreed to provide CGRMC with financial advisory and
investment banking services both pre- and post-Petition Date.

Pursuant to the Engagement Letter, Hammond Hanlon will be paid a
monthly fee of $25,000 plus expenses such as travel.  Upon closing
of the sale of the Debtors' assets, Hammond Hanlon will receive
the greater of $800,000 or 2% of the consideration received.

In accordance with the Engagement Letter, Hammond Hanlon has been
paid $373,973 as of the Petition Date.  Additionally, Hammond
Hanlon has received payment for securing debtor-in-possession
financing in the amount of $125,166 on Jan. 3, 2014, which
includes $100,000 for securing DIP financing with the remainder
accounting for monthly plus expenses.

Thomas M. Barry, principal of Hammond Hanlon, 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 Casa Grande Community Hospital
                    and Regional Care Services

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.

The Debtors have filed a Plan of Reorganization to effectuate the
sale of substantially all of their assets to Phoenix-based Banner
Health pursuant to a binding Asset Purchase Agreement dated
Feb. 4, 2014.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has not
appointed a committee of unsecured creditors.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.


REGIONAL CARE: Taps Fadell Cheney as Special Malpractice Counsel
----------------------------------------------------------------
Regional Care Services Corporation, et al. sought and obtained
permission from the Hon. Eileen W. Hollowell of the U.S.
Bankruptcy Court for the District of Arizona to employ Fadell
Cheney & Burt, PLLC as special malpractice counsel, nunc pro tunc
to Feb. 4, 2014.

Fadell Cheney will, among other things, provide these services:

   (a) representation of the Debtors or their professionals
       in the mediation and litigation of Medical Malpractice
       Claims;

   (b) representation of the Debtors' professionals before
       licensing boards and administrative bodies;

   (c) trial of all matters involving the Debtors' professionals,
       including representation before state and federal court
       appellate courts;

   (d) advise and assist the Debtors or the Creditor Trustee in
       estimating liability for Medical Malpractice Claims; and

   (e) such other services as may be necessary and requested by
       the Debtors or the Creditor Trustee with respect to
       liquidation or resolution of Medical Malpractice Claims.

Fadell Cheney will be paid at these hourly rates:

       Gary A. Fadell, Partner               $180
       Cynthia V. Cheney, Partner            $180
       Janice H. Moore, of Counsel           $180
       Tracey Fernandes, of Counsel          $170
       Ann Bourque, R.N., Nurse Consultant   $100
       Cathie Zamora, Paralegal              $95

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

Gary A. Fadell, partner of Fadell Cheney, 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.

Fadell Cheney can be reached at:

       Gary A. Fadell, Esq.
       FADELL CHENEY & BURT, PLLC
       1601 North Seventh St., Suite 400
       Phoenix, AZ 85006
       Tel: (602) 254-8900
       Fax: (602) 254-8989

              About Casa Grande Community Hospital
                    and Regional Care Services

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.

The Debtors have filed a Plan of Reorganization to effectuate the
sale of substantially all of their assets to Phoenix-based Banner
Health pursuant to a binding Asset Purchase Agreement dated
Feb. 4, 2014.  The hearing on approval the Debtors' Disclosure
Statement is set for March 17, 2014, and the Debtors are working
toward a confirmation in May 2014.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.


RG STEEL: Committee Asks Judge to Amend Cash Collateral Order
-------------------------------------------------------------
The official committee of unsecured creditors asked U.S.
Bankruptcy Judge Kevin Carey to issue an amended order authorizing
RG Steel LLC and its affiliated debtors to use the cash collateral
of second lien lenders.

The amendments to the final cash collateral order signed by Judge
Carey on Oct. 16, 2012, would allow RG Steel to use the
collateral until June 27.

The proposed amended order would require RG Steel to maintain an
account for the proceeds of the causes of action brought pursuant
to Chapter 5 of the Bankruptcy Code, and a separate account for
the proceeds from the liquidation of the remaining collateral
other than the preference proceeds.

RG Steel would also be required to use preference proceeds to fund
all administrative expenses pursuant to a budget other than
"adequate protection" payments to the second lien agent, and
administrative expenses that would only benefit the second lien
agent, the second lien lenders and the third lien lender.

Judge Carey will hold a hearing on April 22 to consider approval
of the request.  Objections are due by April 21.

The unsecured creditors' committee previously objected to the
motion to continue using the cash collateral filed by RG Steel on
March 12.  The group questioned the company's request to use
preference proceeds to fund litigations that would only benefit
the second lien agent, the second lien lenders and the third lien
lender.

On April 1, Judge Carey held a hearing on the motion.  At the
hearing, RG Steel informed the bankruptcy judge that it would be
withdrawing the motion and that it intends to continue using the
collateral pursuant to the Oct. 16 order.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.  RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.


RICE ENERGY: S&P Assigns 'B-' Corp. Credit Rating; Outlook Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Canonsburg, Pa.-based Rice Energy Inc.
The outlook is positive.

S&P also assigned its 'CCC+' issue-level rating (one notch lower
than the corporate credit rating) to Rice's planned $750 million
senior unsecured notes due 2022.  S&P assigned this debt a '5'
recovery rating, indicating its expectation of modest (10% to 30%)
recovery in the event of a payment default.

Rice is using proceeds from the proposed offering primarily to
fund capital spending in 2014 and to refinance existing debt.  The
company plans to repay its second-lien term loan ($297.9 million
outstanding as of Dec. 31, 2013).

"The positive outlook reflects the potential for an upgrade if
Rice continues to expand production in the Marcellus shale while
successfully developing its asset base in the Appalachian Basin,"
said Standard & Poor's credit analyst Mark Salierno.  "Should this
occur, we would reassess the comparable rating modifier."

S&P could raise the ratings over the next year if the company is
successful in its drilling activities in the Utica and achieves
strong overall production growth in line with its expectations,
while maintaining adequate liquidity.  Under such a scenario, S&P
believes the company would be more likely to maintain FFO to total
debt of more than 20% and total debt to EBITDA below 4x on a
sustained basis.

S&P could revise the outlook to stable if it believes the company
will be unable to maintain FFO to total debt of more than 20% on a
sustained basis.  This could happen if the company's production
growth falls short of S&P's expectations, resulting in lower
earnings and cash flow generation.  S&P ascribes a greater degree
of risk to its Utica production growth forecast because the
company is still in the early development stages in this region.


ROGERS BANCSHARES: Plan Approval Hearing Continued Until June 24
----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on June 24, 2014, at
9:00 a.m., to consider approval of a Joint Chapter 11 Plan of
Liquidation filed by Rogers Bancshares, Inc., and the Official
Committee of Unsecured Creditors.  The hearing is continued from
April 4.

As reported in the Feb. 28, 2014 edition of the TCR, the
liquidating plan designates and provides for the treatment of five
claim classes and interests -- Class 1 Senior Debt, Class 2
Indenture Claims, Class 3 Pari Passu Claims, Class 4 Preferred
Stock, and Class 5 Equity Interest Holders.  All the claim classes
are impaired.

On the Plan Effective Date, the Chief Liquidation Officer will
become Plan Agent to assist the Debtor in the performance of its
duties and obligations under the Plan.

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

     http://bankrupt.com/misc/ROGERSBANCSHARESPlanFeb13.PDF

                    About Rogers Bancshares

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq., and Lauren C. Kessler, Esq., at Bracewell &
Giuliani, LLP, as well as W. Jackson Williams, Esq., at Williams &
Anderson, PLC, represent the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets and
debts.  Rogers owes $41.3 million on three issues of junior
subordinated debentures and $39.6 million on four issues of
preferred stock. The petition was signed by Susan F. Smith,
secretary.

The Official Committee of Unsecured Creditors has hired Tyler P.
Brown, Esq., and Jason W. Harbour, Esq., at Hunton & Williams LLP
and James F. Downden, Esq., of the James F. Dowden PA firm as
counsel; and Carl Marks Advisory Group LLC as financial advisors.

On Nov. 25, 2013, the retention of Cheryl F. Shuffield as chief
liquidation officer was approved by the Court.


RYNARD PROPERTIES: Can Access Cash Collateral Through September
---------------------------------------------------------------
The Hon. Jennie D. Latta of the U.S. Bankruptcy Court for the
Western District of Tennessee has authorized Rynard Properties
Ridgecrest LP to use Fannie Mae's cash collateral until September
2014, on an interim basis.

As reported in the Troubled Company Reporter on April 2, 2014,
the Debtor's income is derived from the operation and management
of the 256-unit multifamily apartment complex known as Ridgecrest
Apartments.  The Debtor owes its primary lender, Fannie Mae, in
the approximate amount of $6 million.  Fannie Mae holds a security
interest in all the Debtor's accounts, accounts receivable, rents
and real property.  The Debtor believes that the total value of
the collateral pledged to Fannie Mae is
approximately $16 million.

The Debtor has said its continued use of cash, accounts receivable
and rents is necessary to ensure that the Debtor has adequate
working capital to fund operations.  Adequate working capital is
essential to the maintenance and upkeep of the apartment complex
and payment of their vendors.  The use of cash collateral will
ensure that the Debtor is able to pay the ongoing expenses that
arise in the ordinary course of its business and to ensure the
continuous operation of the business during the pendency of the
Chapter 11 case.  If the Debtor is unable to meet payroll, pay for
current utilities and supplies, and satisfy the numerous day-to-
day expenses incurred in its operation of the plants, the Debtor
will be forced to shut down.

The Debtor said the "protections contained in the order and use of
cash collateral within the framework of the budget will constitute
adequate protection for the interest of Fannie Mae
regarding such use of cash collateral as well as adequate
protection for the interest of Fannie for the continued use by the
Debtor of the other assets in which Fannie Mae has a lien.  The
budget contains provisions for Fannie Mae mortgage adequate
protection payment, insurance and taxes for payment each month
under this interim and final request."

A copy of the budget is available for free at:

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

              About Rynard Properties Ridgecrest LP

Rynard Properties Ridgecrest LP is a Tennessee limited
partnership.  Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014.  John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.  In its schedules, the Debtor disclosed
$16,231,959 in total assets and $8,734,000 in total liabilities.
Toni Campbell Parker serves as the Debtor's counsel.  Judge
Jennie D. Latta oversees the case.

The Debtor says it has no creditors holding unsecured priority
claims.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 11, 2014.


SHEARER'S FOODS: Medallion Foods Deal No Impact on Moody's B2 CFR
-----------------------------------------------------------------
Moody's Investors Service said Shearer's Foods LLC's ratings
including its Corporate Family Rating ("CFR") at B2, and B3 senior
secured notes rating as well as its negative outlook remain
unchanged after $33.5 million tack-on acquisition of Medallion
Foods, Inc. from ConAgra Foods. The transaction will be financed
by new (unrated) $40 million sponsor guaranteed senior unsecured
demand loan.

The principal methodology used in this rating was the Global
Packaged Goods published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Massillon, Ohio, Chip Holdings, Inc. through its
operating subsidiary Shearer's Foods, Inc. produces, markets and
distributes high quality, co-pack, private label and branded snack
food products such as kettle chips, tortilla chips, potato chips,
rice crisps, pretzels, ready-to-eat popcorn and extruded cheese
snacks. The company generated net sales of approximately $509
million for the last twelve months ending December 2013. Shearer's
is majority owned by Wind Point Partners and Ontario Teachers'
Pension Plan Board, which acquired the company from Mistral Equity
Partners for approximately $358 million in 2012.


SIMON WORLDWIDE: Incurs $3.6 Million Net Loss in 2013
-----------------------------------------------------
Simon Worldwide, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$3.63 million on $0 of revenue for the year ended Dec. 31, 2013,
as compared with a net loss of $1.52 million on $0 of revenue for
the year ended Dec. 31, 2012.  The Company incurred a net loss of
$1.97 million on $0 revenue in 2011.

As of Dec. 31, 2013, the Company had $8.27 million in total
assets, $83,000 in total liabilities and $8.19 million in total
stockholders' equity.

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

                        http://is.gd/d2H3rR

                      About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.


SIMPLY WHEELZ: Sells 12 Car-Rental Locations for $9.7-Mil.
----------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Simply Wheelz LLC,
d/b/a Advantage Rent-A-Car, to sell car-rental locations that the
Debtor anticipated would fall within the "excluded assets" in the
purchase agreement with The Catalyst Capital Group, Inc.

Avis Budget Car Rental, LLC, will purchase the following car-
rental locations for an aggregate price of $6,012,274:

   * Bob Hope Airport, Burbank
   * Charleston International Airport
   * Cincinnati/Northern Kentucky International Airport
   * Des Moines International Airport
   * Chicago Midway International Airport
   * Eppley Airfield (Omaha)
   * LA/Ontario International Airport
   * Pensacola International Airport
   * Reno/Tahoe International Airport
   * Louisville International Airport
   * Sarasota-Bradenton International Airport
   * Tulsa International Airport

The Hertz Corporation will purchase the following locations for
(a) $208,000 as aggregate cash purchase price, plus (b) the
purchased contract assumed liabilities, plus (c) the aggregate
amount of the carrying costs, plus $3,500,000, for a total of
$3,708,000:

   * Providence TF Green Airport
   * Sea-Tac Airport
   * Jacksonville International Airport
   * Ft. Walton Beach Beach Eglin AFB
   * Burlington International Airport
   * Cleveland Hopkins International Airport
   * Hilo International Airport
   * Manchester-Boston Airport
   * Norfolk International Airport
   * Pittsburgh International Airport

Prior to the applicable deadline, Hertz, the Louisville Regional
Airport Authority, and the Allegheny County Airport Authority
filed objections to the sale motion.  Each of the objections has
been resolved.

The Debtor is represented by Stephen W. Rosenblatt, Esq., at
Butler Snow LLP, in Ridgeland, Mississippi.

Hertz is represented by James W. O'Mara, Esq. -- omaraj@phelps.com
-- at Phelps Dunbar LLP, in Jackson, Mississippi.

Avis Budget is represented by Nicole L. Greenblatt, Esq. --
Nicole.greenblatt@kirkland.com -- at Kirkland & Ellis LLP, in New
York.

Louisville Authority is represented by Harold H. Mitchell, Jr.,
Esq. -- hmitchell@campbelllongllp.com -- at Campbell DeLong, LLP,
in Greenville, Mississippi.

Allegheny Authority is represented by C. Phillip Buffington, Jr.,
Esq. -- phil.buffington@arlaw.com -- at Adams and Reese LLP, in
Ridgeland, Mississippi.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIMPLY WHEELZ: Bid for Approval of Fleet Financing Denied as Moot
-----------------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi entered an order denying as moot
Simply Wheelz LLC's motion for postpetition lease and credit
facility with Merchants Automotive Group, Inc., after the Debtor
failed to reach an agreement with Merchants concerning the terms
and conditions of the interim or the final financing sought in the
Merchants Financing Motion.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIMPLY WHEELZ: Seeks to Tap $100-Mil. to Purchase Vehicles
----------------------------------------------------------
Simply Wheelz LLC, d/b/a Advantage Rent-A-Car, seeks authority
from the U.S. Bankruptcy Court for the Southern District of
Mississippi to enter into a postpetition lease and credit facility
with Westlake Services LLC and The Catalyst Capital Group, Inc.,
to be serviced by HFC Acceptance, LLC, in an aggregate principal
amount of $100 million.

The Debtor has ordered and expects delivery during the next three
months of approximately 4,760 vehicles, plus orders to be placed,
for which the financing from the DIP transaction is needed.  The
Debtor says there exists an immediate need for credit to finance
the vehicles under the DIP transaction.  The DIP transaction will
allow the Debtor, among other things, to acquire replacement fleet
as it transitions out of the Hertz-leased vehicles the Debtor
presently is leasing.

The request was filed by Stephen W. Rosenblatt, Esq., Christopher
R. Maddux, Esq., J. Mitchell Carrington, Esq., and Thomas M.
Hewitt, Esq., at Butler Snow LLP, in Ridgeland, Mississippi.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIMPLY WHEELZ: Use of Hertz Vehicles Extended Until June
--------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi approved amendment no. 2 to the
settlement between Simply Wheelz LLC, and The Hertz Corporation
and other parties.

Amendment No. 2 provides that Hertz will grant the Debtor the
right to continue to use the vehicles that are subject to certain
leases in the ordinary course of business until June 30, 2014.
The right of the Debtor to use the vehicles automatically
terminates on the earliest to occur of: (a) the delivery of a
written termination notice of Hertz based on the occurrence and
continuance of an event of default, or (b) May 1, 2014, if the
sale transaction has not closed on or before April 30, 2014.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIRIUS XM CANADA: S&P Assigns 'BB-' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
long-term corporate credit rating to Toronto-based satellite
digital audio radio service provider Sirius XM Canada Holdings
Inc. and its 100%-owned operating subsidiary, Sirius XM Canada
Inc. (collectively, Sirius XM).  The outlook is stable.

At Feb. 28, 2014, the company had C$130.8 million of debt
outstanding.

Standard & Poor's also assigned its 'BB-'issue-level rating and
'3' recovery rating to Sirius XM Canada Holdings Inc.'s proposed
C$150 million 7-year senior unsecured notes offering.  The '3'
recovery rating reflects S&P's expectation of meaningful (50%-70%)
recovery in a default scenario.  Net proceeds from the issuance
will be used to redeem existing debt (including make-whole
premiums and fees) and for general corporate purposes.  The
proposed notes are guaranteed by all material subsidiaries of the
company.

Standard & Poor's ratings on Sirius XM reflect S&P's assessment of
the company's business risk profile as "weak" and its financial
risk profile as "intermediate," and are supported by S&P's view of
the company's liquidity position as "adequate," as per S&P's
criteria.  The ratings on parent Sirius are consolidated with that
of its 100%-owned operating subsidiary, Sirius XM Canada Inc.

Sirius XM operates an asset-lite business whereby it focuses on
marketing satellite radio services in Canada and depends on its
U.S. partner, Sirius XM Radio Inc. (BB/Stable/--), for technology,
service delivery, content, and brand through exclusive multi-year
licensing agreements.  The company also leverages valuable
automotive vendor relationships established by the U.S. partner.

"The stable outlook reflects our view that the company can achieve
high single-digit revenue growth over the next couple of years
driven by rising satellite radio subscriptions (primarily for new
vehicles and used cars) and stable unit revenue.  We expect the
company to benefit from some operating leverage, which should
allow it to improve its operating margins modestly and generate
meaningful free cash flow of C$60 million-C$70 million annually.
Given limited reinvestment opportunities, we expect that the
company will aggressively return cash to shareholders, which could
weaken credit ratios from current levels.  However, under our
base-case scenario we assume that the company will adhere to
financial policies supportive of our intermediate financial risk
assessment, which includes maintaining an adjusted debt-to-EBITDA
ratio below 3x and an adjusted FFO-to-debt ratio of greater than
30%.  Furthermore, given our supplier concentration concern, we
expect the ratings on Sirius XM Canada to remain below that of
U.S. partner Sirius XM Radio in the foreseeable future," S&P said.

The ratings on Sirius XM Canada are linked to those on Sirius XM
Radio for positive rating actions, in S&P's opinion.  As such,
upside could result from an upward revision of S&P's ratings on
Sirius XM Radio or increased ownership of Sirius XM Canada
Holdings Inc. by its U.S. partner, either of which is less likely
in the near term.

S&P could consider downgrading the company should it adopt a more
aggressive financial policy or if profitability deteriorates
materially driving Sirius XM Canada Inc.'s adjusted debt-to-EBITDA
ratio to the 4x area for a prolonged period.  Given the linkage
with Sirius XM Radio, a downgrade could also result from S&P
lowering the ratings on Sirius XM Radio.


SOUTH LAKES DAIRY: April 24 Hearing on Final Decree Closing Case
----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on April 24, 2014, at
9:00 a.m., to consider South Lakes Dairy Farm's application for
final decree and order closing its Chapter 11 case.

The Debtor said it has executed new loan documents, as the term is
defined in the Plan.  The Debtor also believes the Plan has been
substantially consummated and the Chapter 11 case can be closed.

As reported in the Troubled Company Reporter, the Court entered an
order on Oct. 1, 2013, confirming the Debtor's Reorganization Plan
dated Sept. 17, 2013.

Under the Plan, Wells Fargo Bank, N.A. retained its lien on the
Debtor's livestock, inventory, equipment and other personal
property.  The Debtor would make fixed principal and interest
payments to Wells Fargo in the amount of $238,003 per month until
paid in full on the maturity date.  Payments are based on a
standard principal and interest amortization over 84 months.
Interest will accrue at the rate of prime rate, plus 2% per annum.
The maturity date will be the date that is the third anniversary
of the Effective Date.

In addition, under the Plan, general unsecured creditors each owed
in excess of $3,500 are to receive $2,636,000 on a pro-rata basis
over a 7-year period.  The claims won't accrue interest.

Partners of the Debtor will retain their interests.

The Debtor will dedicate sufficient income generated from the
operation of its business to fund the Plan.  The Debtor will
continue to operate its business after confirmation of the Plan.

A copy of the Confirmation Order is available at:

          http://bankrupt.com/misc/southlakes.doc461.pdf

A copy of the Plan dated Sept. 17, 2013 is available at:

          http://bankrupt.com/misc/southlakes.doc449.pdf

                     About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012.  The Debtor said it has
$1.97 million in accounts receivable charged to Dairy Farmers of
America on account of milk proceeds, and that it has cattle worth
$12.06 million.  The farm owes $12.7 million to Wells Fargo Bank
on a secured note.

The Debtor disclosed, in amended schedules, $25,281,583 in assets
and $26,193,406 in liabilities as of the Chapter 11 filing.  The
Debtor disclosed $19.5 million in assets and $25.4 million in
liabilities in a prior iteration of the schedules.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  Ronald A. Clifford, Esq., at Blakley & Blakeley LLP,
represents the Creditors Committee as counsel.


SPENDSMART PAYMENTS: Incurs $1.9 Million Loss in Dec. 31 Qtr.
-------------------------------------------------------------
The SpendSmart Payments Company amended its quarterly report on
Form 10-Q for the period ended Dec. 31, 2013.  The sole purpose of
the amendment was to amend the Company's disclosure in Part I,
Item 4 "Controls and Procedures" to clarify and include the
conclusions of the Company's principal executive and principal
financial officers regarding the effectiveness of the Company's
disclosure controls and procedures as of the fiscal quarter ended
Dec. 31, 2013.

The Company reported a net loss and comprehensive loss of $1.92
million on $227,050 of revenues for the three months ended
Dec. 31, 2013, as compared with a net loss and comprehensive loss
of $414,298 on $247,497 of revenues for the same period in 2012.

As of Dec. 31, 2013, the Company had $709,198 in total assets,
$1.32 million in total liabilities, all current, and a $612,228
total stockholders' deficit.

A copy of the Form 10-Q/A is available at http://is.gd/SlE8Zn

                           About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Spendsmart Payments incurred a net loss and comprehensive loss
of $12.58 million on $1.02 million of revenues for the year ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of $21.09 million on $1 million of revenues during the prior year.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.


STELERA WIRELESS: U.S. Trustee Disbands Equity Committee
--------------------------------------------------------
U.S. Trustee Richard A. Wieland notified the Bankruptcy Court for
the Western District of Oklahoma of the disbandment of the
Official Equity Security Holders' Committee in the case of Stelera
Wireless, LLC, due to a lack of membership in the Committee.

The U.S. Trustee had appointed two members to an Equity Security
Holders' Committee namely: (1) G. Edward Evans; and (ii) John D.
Curtis, Sr.

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel.  American Legal Claims Services, LLC
serves as official noticing agent.  Falkenberg Capital Corporation
serves as the Debtor's broker.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.

The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser.  In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.

Judge Jackson has extended the Debtor's exclusive periods to file
a Chapter 11 Plan until May 1, 2014, and solicit acceptances for
that Plan until July 1.


STELERA WIRELESS: HSPG & Associates Approved as Accountant
----------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma authorized Stelera Wireless, LLC, to
employ HSPG & Associates PC as accounting and tax services
provider.

As reported in the Troubled Company Reporter on March 7, 2014,
Eric F. Percival and David Gaither, partners at the firm, will be
primarily responsible for the accounting and tax services provided
to the Debtor in the matter.

The firm will be required to render include, providing any
accounting and tax services necessary to complete the dissolution
of the Debtor including, but not limited to, completion of tax
returns, investigating and resolving any outstanding tax issues,
accounting and tax services needed to ensure the closing of the
FCC License sales, and other general accounting and tax
activities.

The firm's current hourly rates for work of this nature:

         Partners                    $200
         Managers                    $125
         Staff                       $100

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

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel.  American Legal Claims Services, LLC
serves as official noticing agent.  Falkenberg Capital Corporation
serves as the Debtor's broker.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.

The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser.  In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.

Judge Jackson has extended the Debtor's exclusive periods to file
a Chapter 11 Plan until May 1, 2014, and solicit acceptances for
that Plan until July 1.


STERLING INFOSYSTEMS: S&P Affirms 'B' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on New York City-based Sterling
Infosystems Inc. The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating, the
same as the corporate credit rating, to the company's proposed
senior secured credit facilities, which will consist of a $290
million first-lien term loan due 2021 and a $25 million revolving
credit facility due 2020.  The '4' recovery rating indicates S&P's
expectation for lenders to receive average (30% to 50%) recovery
in the event of a payment default.

S&P expects the company to use proceeds from the transaction to
refinance existing debt and fund a sizable ($115 million) dividend
to its shareholders.

"The ratings affirmation reflects our view that Sterling's
operating performance and profitability will continue to be
relatively stable following the proposed refinancing and sizable
dividend distribution to shareholders," said Standard & Poor's
credit analyst Linda Phelps.

As a result of higher debt levels following the refinancing
transaction, S&P estimates pro forma debt-to-EBITDA leverage will
increase to the high-5x area from the high-3x area for the 12
months ended March 31, 2014.  S&P also forecasts that leverage
will decline to the mid-5x area by the end of 2014 as a result of
EBITDA growth.  S&P is revising its financial risk profile
descriptor to "highly leveraged" from "aggressive" as it expects
the company's leverage to remain over 5x for the next one to two
years, in line with indicative ratios for a highly leveraged
financial risk profile.  S&P is also revising its financial policy
descriptor to reflect the company's more aggressive policy
following the substantial shareholder distribution and higher
post-transaction leverage of over 5x. (Note: Sterling is a private
company and does not publicly disclose its financials.)

The outlook is stable.  S&P expects operating performance to
remain relatively stable, particularly as the company focuses on
organic growth through new product offerings and expansion of its
customer base and by further enhancing its operating efficiency.
S&P also expects credit metrics to improve as a result of EBITDA
growth.  S&P will look for the company to maintain leverage below
7x to maintain a stable outlook.

S&P could lower its rating if operating performance is weaker than
it anticipates, possibly due to lower volumes as a result of still
relatively weak U.S. macroeconomic factors or additional
shareholder distributions.  S&P could lower the ratings if
leverage exceeds 7x, which could occur if EBITDA declined about
15% based on post-transaction debt levels.

Although unlikely, S&P could raise its ratings one notch if debt-
to-EBITDA leverage declines to the mid-4x area and S&P believes
the company's financial policy will support leverage of less than
5x, in line with an "aggressive" financial risk profile.  For this
to occur, EBITDA would need to increase by over 30%, possibly as a
result of greater than anticipated growth from new product
launches or new client contracts.


SUNSTATE EQUIPMENT: S&P Withdraws 'B+' CCR at Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B+'
corporate credit rating on Sunstate Equipment Co. LLC at the
company's request.


TEE INVESTMENT: Withdraws Motion to Remove Chapter 11 Trustee
-------------------------------------------------------------
Holly E. Estes, Esq., at the Law Offices of Alan R. Smith, on
behalf of Tee Investment Company, has withdrawn its motion to
remove  Christina W. Lovato, as Chapter 11 trustee.

The Debtor, in its motion dated Jan. 15, 2014, stated that the
Chapter 11 Trustee has failed to perform her prescribed duties
under Section 1106 (a)(5) of the Bankruptcy Code.  The Debtor
added that it has elected a new general partner who has authority
to act on behalf of the partnership, control the Debtor, speak on
behalf of the Debtor, act on behalf of the Debtor, and who can
propose a new plan of reorganization if the trustee is removed.

                       About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.

Attorneys at Armstrong Teasdale represents Terrence S. Daly, the
court-appointed receiver for Tee Investment Company, Limited
Partnership, as counsel.  Jeffrey L. Hartman, Esq., at Hartman &
Hartman, represents Christina W. Lovato, Chapter 11 trustee.

In 2012, the Debtor filed a First Amended Plan of Reorganization,
which provides that the amount of the WBCMT Secured Claim will be
the lesser of the value of the Property determined as of the
Confirmation Date (the "Value as of Confirmation Date") or the
WBCMT Note Balance, less all post-petition pre-confirmation
payments made to WBCMT.  All existing membership interests are
canceled.  Upon plan confirmation 100% of the membership interest
in the Reorganized Debtor will be issued to Blackwood Canyon, LLC.

WBCMT has sought conversion of the Debtor's case to one under
Chapter 7 of the Bankruptcy Code.

In 2013, the Court approved the appointment of Christina W. Lovato
as Chapter 11 trustee for the Debtor.


THERMOENERGY CORP: President and CEO James Wood to Resign
---------------------------------------------------------
James F. Wood, ThermoEnergy Corporation's president, chief
executive officer and the Chairman of its Board of Directors,
submitted to the Company's Board of Directors a letter providing
30 days' notice, in accordance with the terms of his Executive
Employment Agreement dated Dec. 10, 2012, of his resignation as
the Company's president and chief executive officer, effective
May 11, 2014.  Effective as of May 11, 2014, Mr. Wood will also
resign as a member of the Company's Board of Directors and as a
director, officer or manager of each of the Company's subsidiaries
or affiliates in which he has held office, including, without
limitation, as president and a member of the Board of Directors of
the Company's subsidiary, CASTion Corporation.

Mr. Wood has been the Company's chief executive officer and
Chairman and a member of the Company's Board of Directors since
January 2013.  He has served as one of the three directors elected
by the holders of the Company's Common Stock and Series A
Convertible Preferred Stock (voting together as a single class).

Mr. Wood has confirmed that his resignation is not due to a
disagreement with the Company's Board of Directors on any matter
relating to the Company's operations, policies or practices.

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on July 15, 2013, the Audit Committee of
ThermoEnergy Corporation's Board of Directors voted to dismiss
Grant Thornton LLP as the Company's independent registered public
accounting firm and, on the same day, engaged Moody, Famiglietti &
Andronico, LLP, as the Company's new independent registered public
accounting firm.  The dismissal was not a result of any
disagreement with the former accounting firm.

ThermoEnergy incurred a net loss of $1.61 million on $2.81 million
of revenue for the year ended Dec. 31, 2013, as compared with a
net loss of $7.38 million on $6.97 million of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, shows $4.29 million
in total assets, $9.19 million in total liabilities, $8.97 million
in series C convertible redeemable preferred stock and a $13.86
million total stockholders' deficiency.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2013.  The
independent auditors noted that the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern


TIME INC: $200MM Add-on Notes No Impact on  Moody's 'Ba3' CFR
-------------------------------------------------------------
Moody's says that the $200 million increase to Time Inc.'s senior
unsecured notes offering to $700 million from $500 million and the
$200 million reduction in the senior secured term loan issuance to
$700 million from $900 million have no immediate impact on the
ratings of the company. The change of the debt mix does not
materially impact the company's credit metrics and all ratings,
including the Ba3 Corporate Family Rating and the stable outlook,
are unchanged.

Unchanged:

Issuer: Time Inc.

Corporate Family Rating (CFR): Ba3

Probability of Default Rating (PDR): Ba3-PD

Speculative Grade Liquidity (SGL) Rating: SGL -- 1

$500 million 1st Lien Sr Secured Revolver: Ba1, LGD2 -- 20% (from
LGD2 -- 25%)

$700 million 1st Lien Sr Secured Term Loan: Ba1, LGD2 -- 20%
(from LGD2 -- 25%)

$700 million Sr Unsecured Notes: B1, LGD5 -- 75% (from LGD5 --
80%).

Outlook is Stable

Ratings Rationale

The last rating action was on April 8, 2014, which included the
assignment of Ba1 to the $500 million senior secured term loan and
B1 to the $900 million senior unsecured notes.

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

Headquartered in New York, NY, and founded in 1922, Time Inc. is
the largest magazine publisher in the U.S. based on print
advertising revenue and the largest magazine publisher in the U.K.
based on print newsstand revenue. The company publishes 23
magazines in print in the U.S. including People, Sports
Illustrated, and Time and over 70 magazines outside the U.S.,
primarily in the U.K. and Mexico. In addition, Time operates over
45 websites including People.com, SI.com and Time.com. A
significant majority of revenue is generated in the U.S. with
roughly half of total revenue from the sale of advertising,
primarily from print magazines, and one-third from circulation.
The company plans to complete its spin-off from Time Warner Inc.
in a tax free transaction with the wide base of Time Warner Inc.
shareholders receiving proportionate ownership interests in Time.
The company generated $3.4 billion of revenue for the 12 months
ended December 31, 2013.


TLC HEALTH: Wants Until July 14 to Decide on Leases
---------------------------------------------------
TLC Health Network asks the U.S. Bankruptcy Court for the Western
District of New York to extend until July 14, 2014, its time to
assume or reject unexpired leases.

TLC currently leases these premises to deliver health care
services:

         Lakeshore Obstetrics & Gynecology, P.C.
         Derby Professional Park LLC
         MRG Properties, LLC
         Tat Sum Lee, M.D.
         Joseph C. Dolce

According to the Debtor, until it has had a full opportunity to
determine whether the leases will contribute to the realization of
the maximum value for its business, it must necessarily treat the
leases as a potentially valuable assets of the estate.

                      About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TOMSTEN INC: Confirms Modified Plan of Liquidation
--------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota entered an order confirming Tomsten, Inc.'s
Modified Plan of Liquidation dated Feb. 25, 2014.

The Debtor's Modified Plan provides that on the Effective Date,
the Liquidating Agent will take control all assets of the Debtor
and administer them according to the terms of the Plan.  The
Liquidating Agent will liquidate all remaining assets of Debtor's
estate and claims against the Debtor for the benefit of creditors
and interest holders.

The Plan will be funded by (i) available cash on the Effective
Date, and (ii) funds available after the Effective Date from,
among other things, the liquidation of the Debtor's remaining
assets and the prosecution and, if appropriate, enforcement
of avoidance actions.

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

    http://bankrupt.com/misc/TomstenInc_Feb25DS.pdf

As reported Troubled Company Reporter on Feb 24, 2014, Tomsten
proposed in the Plan, dated Jan. 21, 2014, that on the Effective
Date, CBIZ MHM LLC, acting by and through Charles M. Berk, will be
appointed as Liquidating Agent and will take control all assets of
the Debtor and administer them according to the terms of the Plan.
The Liquidating Agent will diligently liquidate all remaining
assets of Debtor's estate and claims against the Debtor for the
benefit of creditors and interest holders.  Upon liquidation of
all assets and claims against the Debtor, the Liquidating Agent
will distribute all remaining assets in accordance with the Plan.

As of the date of the Disclosure Statement, the Debtor is
operating 33 stores in 16 states.

                        Unclassified Claims

Under the Plan, each holder of an Administrative Claim will
receive payment equal to the unpaid portion of the allowed
Administrative Claim on the later to occur of:

   (a) the Effective Date or as soon as practical thereafter; or

   (b) 15 calendar days after the Administrative Claim becomes an
       allowed Claim; or

   (c) such date as may be mutually determined by the Liquidating
       Agent and the Claimant;

provided, however, that allowed Administrative Claims representing
obligations in the ordinary course of business of the Debtor will
be paid in full and performed by the Debtor in accordance with the
terms and conditions of the particular transactions and any
applicable agreements.

Except for Administrative Claims incurred in the ordinary course
of the Debtor's business and unpaid rent or other charges due
under the terms of the Debtor's corporate office sub-lease with
Welch Companies, LLC, no Administrative Claim will become an
allowed Administrative Claim unless request for payment has been
filed with the Court within 30 calendar days following the
Effective Date.  Claims incurred by the Debtor in the ordinary
course of business after the Petition Date will continue to be
paid in the ordinary course of business by the Debtor when due.

Fees payable by the Debtor under 28 U.S.C. Sec. 1930 will be paid
in full on the Effective Date and thereafter as and when due until
the Chapter 11 case is closed, dismissed or converted.  After
Confirmation, the Liquidating Agent will submit quarterly
operating reports to the United States Trustee each quarter (or
portion thereof) until the Chapter 11 case is closed, dismissed or
converted.

Allowed claims entitled to priority under 11 U.S.C. Sec. 507(a)(2)
and (3) will receive on the Effective Date a cash payment equal to
the allowed amount of such claim.

Allowed claims entitled to priority under 11 U.S.C. Sec. 507(a)(8)
-- Priority Tax Claims -- will receive a cash payment in the full
amount of such claims on the Effective Date.  At the date of the
Disclosure Statement, unclassified claims and Administrative
Claims are estimated to total approximately $793,000 as of the
Effective Date.

                         Classified Claims

Allowed priority claims against the Debtor under Sec. 507(a)(1),
(4)-(7) and (9) of the Bankruptcy Code are placed in Class 3.1
under the Plan.  The claims together are estimated to total
$36,247.  Class 3.1 claims will receive a cash payment on the
Effective Date equal to the allowed amount of the claim.  Class
3.1 is not impaired.

The secured claims of Lenova Financial Services, Susquehanna
Commercial Finance and TCF Equipment Finance, Inc. based on
contracts to lease routers, scanners, printers and related
equipment to the Debtor, are placed in Class 3.2.  Each secured
claim in Class 3.2 will be satisfied in full by the claimant
retaking possession of the equipment leased from that claimant at
the end of the liquidation process.  The claimant may assert an
unsecured non-priority claim for any deficiency resulting from the
treatment provided that the claimant files a proof of claim
with 30 days after the date the equipment is tendered to the
claimant.  Class 3.2 is not impaired.

The Plan provides a Convenience Class under Class 3.3.  This class
consists of (i) allowed general unsecured claims equal to or less
than $3,000, or (ii) allowed unsecured claims in an amount of more
than $3,000 where the holder of the claim elects to reduce the
claim to $3,000 and receive distribution under Class 3.3.  The
Class 3.3 claims, without accounting for elections to reduce
claims, are estimated to total $152,444.

Class 3.3 claim holders will receive 25% of the lesser amount of
their allowed claims or $3,000 (if a holder elects to reduce its
claim) on the Effective Date in full satisfaction of such claims.
Class 3.3 is impaired.

Aall allowed unsecured nonpriority claims against the Debtor not
included in the Convenience Class under Class 3.3 are placed in
Class 3.4.  The claims are estimated to total $8,650,000,
including estimated lease rejection damage claims.  Holders of
allowed Class 3.4 claims will receive a Pro-rata Payment of the
Debtor's remaining assets up to the full amount of those claims
only after payment of all holders of Administrative Claims, other
unclassified Claims, allowed claims in Classes 3.1, 3.2 and 3.3
and expenses of the Debtor and the Liquidating Agent relating to
consummation of the Plan.  Class 3.4 is impaired.

Allowed equity interests in the Debtor comprise Class 3.5.  These
interests will receive Pro-rata Payment of all of the Debtor's
remaining assets after the payment in full of all allowed
Administrative Claims, unclassified claims, Classes 3.1, 3.2, 3.3,
and 3.4 allowed claims, and Debtor's and the Liquidating Agent's
expenses relating to consummation of the Plan, if any.  The Debtor
does not anticipate any distribution to equity interest holders.

The common stock certificates and other instruments evidencing
equity interests in the Debtor will be deemed canceled without
further act or action, and the equity interest in the Debtor will
be extinguished after (i) the Debtor determines following the
Effective Date that there are not sufficient funds available to
holders of allowed equity interests or (ii) in the event that
sufficient funds become available to make a distribution to
holders of allowed equity interests, as soon as possible following
distributions to holders of allowed equity interest.  Class 3.5 is
not impaired.

A copy of Tomsten's Disclosure Statement is available at no extra
charge at:

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

                       About Tomsten Inc.

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer
Kirkman McGrath Nauman & Tansey as counsel.  Judge Gregory F.
Kishel presides over the case.

Steven M. Rubin and the law firm of Leonard Street and Deinard
serve as the Debtor's corporate counsel.  M Squared Group, Inc.,
is the Debtor's marketing consultant while Lighthouse Management
Group, Inc., is the Debtor's financial consultant.  Baker Tilly
Virchow Krause, LLP, serve as tax accountant to the Debtor.  The
Debtor also hired Quasimodo Advertising to aid in the marketing of
the Debtor's products and services.

Tomsten, Inc. received approval from U.S. Bankruptcy Judge Gregory
Kishel to sell its intellectual property assets to a group led by
the company's chief executive officer.

The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP.  CBIZ Accounting, Tax
and Advisory of New York, LLC, serves as the Committee's financial
advisor.


TRIAD CAMPUS V: Ch. 11 Case Moved to New Venue
----------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California ordered that the Chapter 11 case of Triad
Campus V, LLC, is transferred to Judge Roger Efremsky in the
Oakland Division because the case is related to the pending
Chapter 11 case of Triad Campus IV, LLC, Case No. 14-40649.

Triad Campus V, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Cal. Case No. 14-30536) on April 6, 2014.  The
petition was signed by John T. Kontrabecki as authorized agent.
The Debtor estimated assets and debts of at least $10 million.
John T. Kontrabecki, Esq., at TKG International, serves as the
Debtor's counsel.  Judge Roger Efremsky presides over the case.


TRIGEANT LTD: Sues to Enjoin BTB Refining From Using Dock
---------------------------------------------------------
Trigeant Ltd. filed a complaint asking the U.S. Bankruptcy Court
for the Southern District of Florida, West Palm Beach Division,
to, among other things, enjoin BTB Refining LLC from using the
property commonly referred to as the "Berry Dock" and the
pipelines.

The complaint stems from the dispute regarding the ownership of
the asphalt refinery in Corpus Christi, Texas.  Prior to the
Petition Date, a district court found that the Debtor had
fraudulently transferred its principal asset, the Refinery, to BTB
in a collusive foreclosure sale with an actual intent to defraud
the Debtor's creditors.  In an effort to return the parties to
their positions before the fraudulent transfer, the district court
re-vested ownership of the Refinery in the Debtor, and reinstated
the first lien of BTB in the amount of $22,565,193.

Once Trigeant came into sole and exclusive possession of the
Refinery, Trigeant applied  to the Texas Commission on
Environmental Quality for the transfer of the waste water permit
relating to the refinery to its name.  Trigeant originally
requested that BTB voluntarily confirm the transfer of the permit,
but BTB refused.  Trigeant wants the Bankruptcy Court to prevent
BTB from interfering with the application with the TCEQ.

In July 2013, BTB commenced an action in the Circuit Court for
Montgomery County, Maryland, through which BTB seeks to take
control of the Debtor.  Trigeant asked the Bankruptcy Court to
prevent BTB from prosecuting the Maryland action in violation of
the automatic stay.

Trigeant also asked the Bankruptcy Court to require BTB to remove
its hazardous waste from the Refinery.  In January this year, the
Bankruptcy Court ruled that the personal property at the Refinery
that was purchased or obtained prior to the Petition Date belongs
to BTB.

Isaac M. Marcushamer, Esq., at BERGER SINGERMAN LLP, in Miami,
Florida, represents the Debtor.

                       About Trigeant Ltd.

Trigeant, Ltd., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 13-38580) in West Palm Beach, Florida, on
Nov. 27, 2013.  The Boca Raton, Florida-based owner of a refinery
estimated $10 million to $50 million in assets, and $50 million to
$100 million in liabilities.  Paul Steven Singerman, Esq., at
Berger Singerman, in Miami, serves as counsel to the Debtor.
Judge Hon. Erik P. Kimball presides over the case.


TRONOX INC: May 28 Hearing on $5.15BB Settlement With Anadarko
--------------------------------------------------------------
the Anadarko Litigation Trust, the successor to Debtors Tronox
Incorporated, Tronox Worldwide LLC, and Tronox LLC; and Anadarko
Petroleum Corporation, Kerr-McGee Corporation, Kerr-McGee Oil &
Gas Corporation (n/k/a Anadarko US Offshore Corporation), Kerr-
McGee Worldwide Corporation, KM Investment Corporation (improperly
named as Kerr-McGee Investment Corporation), Kerr-McGee Credit
LLC, Kerr-McGee Shared Services Company LLC and Kerr-McGee Stored
Power Company LLC, on April 9, 2014, filed a motion with the U.S.
Bankruptcy Court for the Southern District of New York seeking a
report and recommendation:

     (A) recommending approval of the Settlement Agreement
         between and among the Anadarko Litigation Trust, the
         United States of America, and Anadarko resolving the
         parties' adversary proceeding, and

     (B) recommending issuance of an injunction enjoining certain
         persons from asserting against any Anadarko Released
         Party (i) any Trust Derivative Claims, or (ii) any
         claims which are duplicative of Trust Derivative Claims.

THE DEADLINE TO FILE OBJECTIONS TO THE TRONOX SETTLEMENT AGREEMENT
IS MAY 15, 2014, AT 4:00 P.M. EASTERN

A HEARING ON THE MOTION (AND ANY OBJECTIONS TIMELY FILED) HAS BEEN
SCHEDULED FOR MAY 28, 2014 AT 11:00 A.M. EASTERN AT THE U.S.
BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

In Tronox et al.'s Chapter 11 cases, the United States, other
governmental entities, and other Persons filed Proofs of Claim
against the Debtors on account of, among other things, alleged
environmental claims, obligations, and/or liabilities at certain
of the Covered Sites. Various tort claimants filed Proofs of Claim
against the Debtors on account of alleged tort liabilities,
including for personal injury and property damage. Those claims
were or will be resolved pursuant to the confirmed Plan, related
tort and environmental agreements, the Litigation Trust Agreement
("LTA"), and other prior proceedings of the Bankruptcy Court.

There are two complaints against Anadarko currently being jointly
litigated in Tronox Inc., et al. v. Kerr-McGee Corporation, et al.
(In re Tronox Inc.), Adv. Proc. No. 09-01198 (Bankr. S.D.N.Y.):

     1. the Second Amended Adversary Complaint [which is filed at
        Case No. 09-01198 (ALG), Dkt. No. 233]; and

     2. the Complaint-in-Intervention filed by the United States
       [which is filed at Case No. 09-01198 (ALG), Dkt. No. 5-2].

The Plan, LTA, and Environmental Settlement Agreement assigned, as
provided in the Confirmation Order and the LTA, all of the
Debtors' respective rights and interests in the Adversary
Proceeding (excluding the Complaint-in-Intervention), which
includes any claims or causes of action of the Debtors related to
the Adversary Proceeding, whether or not asserted in the Adversary
Proceeding, to the Litigation Trust for the benefit of the
entities listed in Section 1(d) of the LTA, which include the Tort
Claims Trust, the Cimarron Environmental Response Trust, the
Multistate Environmental Response Trust, the Nevada Environmental
Response Trust, the Savannah Environmental Response Trust, and
certain governmental entities that had asserted Bankruptcy
Environmental Claims against the Debtors.

Pursuant to the Plan, LTA, Environmental Settlement Agreement, and
Environmental and Tort Trust Agreements (other than the West
Chicago Environmental Response Trust Agreement), the Litigation
Trust Beneficiaries and beneficiaries of the Environmental and
Tort Trusts (together with the Litigation Trust Beneficiaries, the
"Beneficiaries") are entitled to have paid, on account of their
Bankruptcy Environmental Claims and Bankruptcy Tort Claims,
specified allocations of a share of the net proceeds of any
recovery from the Adversary Proceeding.

On Dec. 12, 2013, the Bankruptcy Court issued its Memorandum
Opinion, After Trial, finding the Anadarko Trial Defendants liable
under the Second Amended Adversary Complaint for actual and
constructive fraudulent conveyances, but not liable for breach of
fiduciary duty.  The Decision is not a final judgment and the
Bankruptcy Court did not enter final judgment.

On April 3, 2014, the Parties entered into the Settlement
Agreement that resolves the Adversary Proceeding and provides for
releases, covenants not to sue, and the issuance of an injunction
by a U.S. District Court enjoining certain persons from asserting
Trust Derivative Claims and any claims that are duplicative of
such Trust Derivative Claims.

On April 3, 2014, the United States lodged the Settlement
Agreement with the Bankruptcy Court. On approximately April 14,
2014 the United States will publish a notice for public comment
thereon in the Federal Register.

On April 9, 2014, the Litigation Trust and Anadarko filed the
Motion with the Bankruptcy Court, seeking the Report and
Recommendation.

The Settlement Agreement settles, compromises, resolves and closes
the Adversary Proceeding and settles, compromises, resolves, and
extinguishes the Trust Derivative Claims, any claims that were
asserted or that could have been asserted in the Second Amended
Adversary Complaint, and the claims asserted in the Complaint-in-
Intervention and the claims that could have been asserted in the
Complaint-in-Intervention relating to the subject matter of the
Adversary Proceeding, together and on a global basis to the extent
provided in the Settlement Agreement.

Pursuant to the Settlement Agreement, within two Business Days
after the Effective Date, Anadarko shall cause to be paid to the
Litigation Trust $5.15 billion plus Interest.  The Litigation
Trust shall cause the Settlement Proceeds to be allocated and
distributed to the Litigation Trust Beneficiaries consistent with
the LTA.  The Litigation Trust succeeded to, as of and after the
Plan Effective Date, any and all claims against the Anadarko
Released Parties related to the claims, issues and subject matter
of the Adversary Proceeding which were held, owned and/or
controlled by one or more Debtors before the Plan Effective Date.
Since the Plan Effective Date, the Litigation Trust has not sold,
assigned, transferred, encumbered, hypothecated, abandoned,
conveyed or otherwise disposed of any claims received by the
Litigation Trust from Debtors pursuant to the Plan.

The movants have requested that the following permanent injunction
be issued by the District Court:

"Pursuant to 28 U.S.C. 1367 & 1651, 105(a) of the Bankruptcy Code
and Bankruptcy Rules 7001 and 7065, (i) any Debtor(s), (ii) any
creditor of any Debtor who filed or could have filed a claim in
the Chapter 11 Cases, (iii) any other Person whose claim (A) in
any way arises from or is related to the Adversary Proceeding, (B)
is a Trust Derivative Claim, or (C) is duplicative of a Trust
Derivative Claim, and (iv) any Person acting or purporting to act
as an attorney for any of the preceding is hereby permanently
enjoined from asserting against any Anadarko Released Party (I)
any Trust Derivative Claims or (II) any claims that are
duplicative of Trust Derivative Claims, whether or not held or
controlled by the Litigation Trust, or whether or not the
Litigation Trust could have asserted such claims against any
Anadarko Released Party. The injunction herein shall not apply to
or bar the following: (i) any criminal liability; (ii) any
liability arising under Title 26 of the United States Code
(Internal Revenue Code) or state tax laws; (iii) any liability
arising under federal or state securities laws; (iv) any action to
enforce a covenant not to sue, release, or agreement not to seek
reimbursement contained in the Settlement Agreement; (v) any
liability that an Anadarko Released Party might have that does not
arise from or through a liability of a Debtor; (vi) any liability
of an Anadarko Released Party due to its status or acts or
omissions since November 28, 2005 as a/an (A) owner, (B) operator,
(C) discharger, (D) lessee, (E) permittee, (F) licensee, (G)
person in charge, (H) holder of a right of use and easement, (I)
arranger for disposal or treatment, (J) transporter, or (K) person
who generates, handles, transports, treats, stores or disposes of
solid or hazardous waste; (vii) any liability relating to the E&P
Business or the stored power or battery business (including, but
not limited to, as owned or operated by U.S. Avestor LLC and Kerr-
McGee Stored Power Company LLC ); and (viii) any liability that
any Anadarko Released Party retained, received or assumed pursuant
to the Assignment Agreement or Assignment, Assumption, and
Indemnity Agreement. For the avoidance of doubt, to the extent
that a liability of an Anadarko Released Party excluded from the
injunction herein by the preceding sentence would be a liability
for which such Anadarko Released Party would be jointly and
severally liable with others, including but not limited to one or
more Debtors or Reorganized Debtors, under applicable law, nothing
in this injunction is intended to alter any such applicable
principles of joint and several liability where otherwise provided
by law. The injunction herein does not apply to the Litigation
Trust and the United States, which are providing releases and
covenants not to sue in the Settlement Agreement."

The Litigation Trustee may be reached at:

     John C. Hueston, Litigation Trustee
     IRELL & MANELLA LLP
     1800 Avenue of the Stars, Suite 900
     Los Angeles, CA 90067
     Telephone: (310) 277-1010
     Facsimile: (310) 203-7199

Counsel for the Litigation Trust are:

     David J. Zott, P.C., Esq.
     Andrew A. Kassof, P.C., Esq.
     Jeffrey J. Zeiger, Esq.
     James R.P. Hileman, Esq.
     KIRKLAND & ELLIS LLP
     300 North LaSalle
     Chicago, IL 60654-3406
     Telephone: (312) 862-2000
     Facsimile: (312) 862-2200

Counsel for Defendants are:

     Thomas R. Lotterman, Esq.
     BINGHAM MCCUTCHEN LLP
     2020 K Street NW
     Washington, DC 20006-1806
     Telephone: (617) 951-8000
     Facsimile: (617) 951-8736

          - and -

     Kenneth N. Klee, Esq.
     David M. Stern, Esq.
     KLEE, TUCHIN, BOGDANOFF & STERN LLP
     1999 Avenue of the Stars, 39th Floor
     Los Angeles, CA 90067
     Telephone: (310) 407-4000
     Facsimile: (310) 407-9090

Counsel for the United States of America:

     Robert Yalen, AUSA
     U.S. Attorney's Office - SDNY
     86 Chambers St., 3rd Floor
     New York, NY 10028

A copy of the Settlement Agreement is available at

     http://is.gd/AZzTsc

On the Net:

     http://www.kccllc.net/TronoxKerrMcGeeSettlement

                          About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


U.S. CELLULAR CORP: S&P Lowers Rating on 2 Note Classes to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
A-1 and A-2 of the $12.5 million fixed-rate callable certificates
issued by STRATS for United States Cellular Corp. Securities
Series 2004-6 to 'BB+' from 'BBB-'.

S&P's ratings on the two series are dependent solely on the rating
assigned to the underlying security, United States Cellular
Corp.'s 6.70% senior notes due Dec. 15, 2033 (rated 'BB+').  The
rating action follows the April 4, 2014 lowering of its rating on
Chicago, Ill.-based Telephone & Data Systems Inc. and its
majority-owned wireless subsidiary, United States Cellular Corp.,
to 'BB+' from 'BBB-'.  S&P may take additional rating actions on
the transaction to reflect changes to its rating on the underlying
security.


UNI-PIXEL INC: Appoints Jeff Hawthorne as President and CEO
-----------------------------------------------------------
UniPixel, Inc., has appointed flat panel display industry veteran
Jeff Hawthorne as chief executive officer, president and director.

Mr. Hawthorne, who has been acting as an operational consultant
for the company, succeeds Bernard Marren and Carl Yankowski, who
were serving as interim co-CEO and co-president.  Mr. Marren will
remain chairman of the board and Yankowski will continue to serve
as a company director.  Mr. Marren will also return to the
position of chairman of the compensation committee, with Yankowski
returning to chairman of the audit committee.

Mr. Hawthorne brings to UniPixel more than 33 years of senior
management and advanced technology product development experience,
including leading the introduction of innovative, commercially
successful products in the flat panel display, manufacturing
equipment industry.

Pursuant to the Offer Letter, Mr. Hawthorne's salary will be
$250,000 per year, which may be changed in the Company's sole
discretion based upon Mr. Hawthorne's or the Company's
performance.  In addition, Mr. Hawthorne will be eligible to
receive a discretionary pro-rata cash bonus up to 100 percent of
his annual salary based on his performance and the Company's
performance.  The Company will provide Mr. Hawthorne a housing
allowance of up to $3,000 per month until Mr. Hawthorne relocates
to the Houston area.  The Company will reimburse Mr. Hawthorne up
to $60,000 for moving expenses.  On Mr. Hawthorne's start date of
April 14, 2014, the Company granted to Mr. Hawthorne 150,000
shares of restricted stock of the Company.

"Jeff's extensive experience in leading cross-functional,
international organizations engaged in creating market-leading
technology fits perfectly with our present stage of development
and the challenges we face ahead," said Marren.  "His proven
ability to introduce and commercialize flat panel display, high
volume manufacturing equipment as head of Photon Dynamics will
come to bear as we work towards finalizing a reliable, high-
volume, roll-to-roll production process for our pro-cap, multi-
touch sensor films."

At Photon Dynamics, Hawthorne had risen through the ranks, from
inspection system applications engineer to VP of development and
president of its image processing division, then eventually
president and CEO of the company before it was acquired by
Orbotech for $290 million.  The company was the leading supplier
of test, repair and inspection equipment for the flat panel
display industry, with 350 employees and operations in Japan,
Korea, Taiwan and China.  As president and CEO, he oversaw
multiple new product introductions, which drove the company's
market share to 80%, and grew annual revenues from $70 million to
$180 million.

After Photon Dynamics, he served as senior vice president and
general manager of the MOCVD business unit at Veeco, where he was
responsible for revenue of $300 million and 350 employees.

"In my role as operational consultant, over the last several weeks
I have met extensively with the management and staff of UniPixel
and its manufacturing partner, Kodak," said Hawthorne.  "I have
learned a great deal about the company's process development
activities and the significant market potential of UniPixel's
touch sensors for Smartphones, tablets, notebooks and all-in-one
product applications.  I am impressed by the company's culture of
innovation and its drive to succeed. I believe there is a strong
technical foundation for the touch sensor product that we can
build from to overcome the challenges of volume production.  I
look forward to leading the company through this critical stage of
its development."

Earlier in his career, Mr. Hawthorne held various technical and
management roles at companies in flat panel display engineering
consulting and the development of custom thin film deposition
equipment used for semiconductor, solar and wear coating
applications.

Mr. Hawthorne currently serves as a director on the board of
directors at Iteru Systems, a developer of a unique enterprise
data management platform.  He is also a member of the visiting
committee for Dean of Engineering School at the University of
Rochester, as well as a member of the selection panel at the
University of Rochester Technology Development Fund.

Mr. Hawthorne holds a Master of Science in Optical Engineering
from the University of Rochester, Institute of Optics and a
Bachelor of Science, Cum Laude, in Engineering Physics from the
University of Colorado, Boulder.  He also attended the Stanford
Executive Program at Stanford University's Graduate School of
Business. Hawthorne is also an inventor on seven patents in
automated machine vision technology for inspection and test of
flat panel displays.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel reported a net loss of $15.18 million in 2013, a net
loss of $9.01 million on $76,154 of revenue in 2012 and a net loss
of $8.56 million in 2011.  The Company's balance sheet at Dec. 31,
2013, showed $55.29 million in total assets, $6.05 million in
total liabilities and $49.23 million in total shareholders'
equity.


UNI-PIXEL INC: Robert Rusenko Promoted to COO
---------------------------------------------
UniPixel, Inc., has promoted Robert A. Rusenko from vice president
of manufacturing to chief operating officer.  Effective April 14,
2014, Mr. Rusenko's annual base salary will be $195,000 per year,
which may be changed in the Company's sole discretion based upon
Mr. Rusenko's or the Company's performance.

With more than 12 years of executive management experience in the
performance material and chemical industries, Mr. Rusenko has a
strong track record of improving manufacturing productivity,
delivering overall operational excellence through Six Sigma, and
transitioning products from the laboratory to commercial
production.

"I have had the fortunate opportunity to work closely with Robert
over the last several weeks, and believe his extensive experience
with roll-to-roll manufacturing and deep understanding of our
technology will provide the key operational leadership we need as
we work closely with Kodak towards finalizing a highly reliable,
high-volume manufacturing process for our touch sensor film," said
UniPixel's president and CEO, Jeff Hawthorne.

Before joining UniPixel in April of 2013, Mr. Rusenko served as
vice president and general manager of Alpharetta printed products
at Scientific Games, a global leader in gaming solutions for
lottery and gaming organizations.  At Scientific Games, he was
responsible for a high-throughput, roll-to-roll manufacturing
facility, which is the largest in the world for printed lottery
products and more than double the capacity of any other facility.

Prior to Scientific Games, Mr. Rusenko served as an operations
business leader at DuPont Performance Materials, a $6 billion
platform focused on engineering, packaging and industrial
polymers.  As the operations business leader of DuPont's $1.8
billion Nylon and PBT segment of the engineering polymers
business, he was responsible for developing and leading its global
supply chain strategy.  Before DuPont, he served as vice president
of operations at Saint Gobain-CertainTeed Corporation, a North
American manufacturer of building materials, where he was
responsible for five manufacturing sites, three distribution
centers, 1,300 employees, and an operational budget of $420
million.

He also previously served as director of worldwide manufacturing
at W. R. Grace, a global specialty chemicals and materials
company, where he was responsible for manufacturing, logistics and
Six Sigma.  He also previously held several management positions
of increasing responsibility at GE Plastics, a $7 billion division
of GE, where he received the coveted Six Sigma Gold Award for
driving operational improvements. Before GE, Rusenko held several
management positions of increasing responsibility at AlliedSignal,
a global corporation with operations in the automotive, aerospace
and specialty chemicals markets.  At AlliedSignal, he transitioned
chemical and pharmaceutical products from laboratory to commercial
production, and earned an award for outstanding achievement from
Larry Bossidy, the highly regarded CEO.

Mr. Rusenko earned his B.S. in chemical engineering from Widener
University.  He has completed Masters level courses in chemical
engineering and business administration from the University of
Virginia/New Jersey Institute of Technology and Villanova
University, respectively.  He also holds a GE Master Black Belt
certification.

Additional information is available for free at:

                        http://is.gd/fy5PQK

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel, Inc., reported a net loss of $15.18 million on $5.08
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss of $9.01 million on $76,154 of revenue in 2012.
The Company incurred a net loss of $8.56 million in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $55.29
million in total assets, $6.05 million in total liabilities and
$49.23 million in total shareholders' equity.

Cash and cash equivalents totalled $39.4 million at Dec. 31, 2013,
as compared to $13 million at Dec. 31, 2012.


UNIVERSAL SOLAR: Incurs $1.3 Million Net Loss in 2013
-----------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.28 million on $159,075 of sales for the year
ended Dec. 31, 2013, as compared with a net loss of $5.66 million
on $649,616 of sales during the prior year.

As of Dec. 31, 2013, the Company had $5.58 million in total
assets, $16.25 million in total liabilities and a $10.66 million
total stockholders' deficiency.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had not generated cash from its operation, had a
stockholders' deficiency of $ 10,663,106 and had incurred net loss
of $ 11,175,906 since inception.  These circumstances, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/mUROtb

                        About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.


USG CORP: BH Nebraska, et al., to Convert $56MM Notes to Equity
---------------------------------------------------------------
Warren E. Buffett, Berkshire Hathaway Inc., National Indemnity
Company, Berkshire Hathaway Life Insurance Company of Nebraska,
Berkshire Hathaway Assurance Corporation, General Re Corporation
General Reinsurance Corporation and General Re Life Corporation
became aware on March 24, 2014, that USG had issued a notice of
redemption to redeem on April 17, 2014, the outstanding aggregate
principal amount of the Notes.  The Notes called for redemption
are subject to redemption at the stated redemption price equal to
105 percent of the aggregate principal amount of those notes, plus
accrued and unpaid interest to the redemption date, unless the
holders of the Notes that are called for redemption convert those
Notes prior to the redemption date. The Notes are convertible into
87.7193 shares of Common Stock per $1,000 principal amount of
Notes (based on the conversion price of $11.40 per share).

BH Nebraska, BH Assurance and General Re Life said they intend,
prior to the redemption date, to elect to convert all of the
outstanding Notes held by them, in the aggregate principal amount
of $56,170,000, into shares of USG Common Stock, which would
result in an aggregate of 4,927,193 additional shares of USG
Common Stock being issued to those Reporting Persons.  Those
shares of USG Common Stock would be held for investment purposes.

A copy of the regulatory filing is available for free at:

                         http://is.gd/koOHYV

                         About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $3.71 billion in total assets, $3.64 billion in total
liabilities and $72 million total stockholders' equity including
noncontrolling interest.

                            *     *     *

As reported by the TCR on March 12, 2014, Standard & Poor's
Ratings Services raised its corporate credit rating on Chicago-
based USG Corp. to 'B+' from 'B'.  "The upgrade reflects our view
that improving U.S. housing construction will allow for increased
selling prices and higher volume in USG's gypsum and worldwide
ceiling segments, through which USG will continue to improve its
leverage to about 4.7x by the end of 2014, and to below 4.5x by
the end of 2015," said Standard & Poor's credit analyst Maurice
Austin.

As reported by the TCR on Oct. 30, 2013, Moody's Investors Service
upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1.  The
upgrade reflects better than anticipated overall 3Q13 operating
performance.

In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has
upgraded the ratings of USG Corporation, including the company's
Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrade
reflects USG's improving profitability and credit metrics this
year and the expectation that this trend continues through at
least 2014.


UTEX INDUSTRIES: Moody's Affirms B3 CFR & Revises Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings, including the
B3 Corporate Family Rating and B3-PD probability of default
rating, of UTEX Industries, Inc. ("UTEX"). The rating outlook has
been revised to negative from stable. Concurrently, Moody's
assigned a B2 rating to the company's proposed $525 million senior
secured first lien credit facilities and a Caa2 rating to the
proposed $200 million senior secured second lien facility.
Proceeds from the offering, along with cash on hand, will be used
to fund a $255 million distribution to shareholders and to repay
the company's existing first and second lien debt. Ratings on the
existing senior secured loans will be withdrawn upon completion of
the transaction.

Issuer: UTEX Industries, Inc.

The following ratings were affirmed:

  Corporate Family Rating, affirmed at B3

  Probability of Default Rating, affirmed at B3-PD

The following ratings were assigned:

  $50 million senior secured first lien revolving facility due
  2019 at B2 (LGD3, 35%)

  $475 million senior secured first lien term loan due 2021 at B2
  (LGD3, 35%)

  $200 million senior secured second lien term loan due 2022 at
  Caa2 (LGD5, 88%)

Rating outlook, Negative

Ratings Rationale

The rating outlook has been revised to negative from stable to
reflect the significant increase in financial leverage resulting
from the proposed dividend distribution. Pro forma for the
transaction, Moody's estimate that outstanding indebtedness will
increase by approximately 50% with projected debt to EBITDA
growing from 4.5 times to approximately 6.9 times (on a Moody's
adjusted basis). This increase in leverage will diminish the
company's financial flexibility and represents a significantly
more aggressive financial policy relative to previous
capitalizations of the company. Moody's views the pro forma
leverage levels as being weak for the rating category,
particularly in light of the cyclical nature of many of the
company's end markets. As such, UTEX's ability to meet its cash
flow targets and reduce leverage over the coming quarters will be
critical rating considerations.

UTEX's B3 CFR rating reflects the company's demonstrated record of
top line and earnings growth and expectations of continued
positive free cash flow driven by UTEX's high margins and
relatively modest capital expenditure requirements. The rating
also incorporates the consumable and recurring nature of many of
the company's products as well as favorable oil and gas industry
trends such as a greater reliance on unconventional plays and
increased usage of horizontal wells, both of which, should provide
growth opportunities for UTEX. These positive considerations are
tempered by concerns about aggressive leverage levels, the
company's small size and its exposure to cyclical end markets with
a heavy concentration in the oil and gas industry.

The rating outlook could be changed to stable with expectations of
debt to EBITDA sustained below 6 times and with consistent
profitability and cash flow growth over the course of the next 12-
18 months.

The rating could be downgraded if progress towards a more moderate
leverage level were to proceed sluggishly with leverage remaining
above 6.0x or if UTEX's cash flow or liquidity profile were to
deteriorate. A ratings upgrade is unlikely in the near-term given
UTEX's highly leveraged balance sheet and its small scale of
operations. The ratings could be positioned for an upgrade if
leverage were to decrease and be sustained below 5.0 times and if
free cash flow to debt were to remain consistently in the high-
single digits range.

The B2 (LGD3, 35%) rating and LGD assessment on the 1st Lien
secured credit facility (comprised of a revolver and term loan) is
one notch above the CFR and reflects the facility's first lien
position in the priority of claim waterfall as well as $200
million of junior capital support from the 2nd Lien facility.

The Caa2 (LGD5, 88%) rating and LGD assessment on the 2nd Lien
Term Loan incorporates its subordination to UTEX's 1st lien debt
as well as its size relative to the company's overall liability
structure.

UTEX Industries, Inc., headquartered in Houston, Texas, is a
designer and manufacturer of highly engineered specialty sealing
and down-hole products primarily for the oil and gas industry. Key
products include well service packings, custom tailored products,
specialty valves, mining and oilfield products and spring
energized seals. Total sales for the fiscal year ended December
2013 were approximately $195 million.

The principal methodology used in this rating was Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


VERTICAL COMPUTER: Settles Infringement Suit vs. Samsung
--------------------------------------------------------
Vertical Computer Systems, Inc., has settled the patent
infringement claim that the Company initiated in federal court
against Samsung Electronics Co., Ltd., and Samsung Electronics
America, Inc.

Pursuant to the confidential settlement agreement, the Company has
granted to Samsung a non-exclusive, fully paid-up license under
the two patents which were the subject of this litigation,
together with any continuation patents of the Patents-in-Suit and
any other patents with the same priority claim as the Patents-in-
Suit.

                       About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, MaloneBailey, LLP, in
Houston, Texas, noted that the Company suffered net losses and has
a working capital deficiency, which raises substantial doubt about
its ability to continue as a going concern.

Vertical Computer disclosed a net loss of $1.31 million on $5.47
million of total revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $167,588 on $6.27 million of total
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $1.32 million in total assets,
$15.22 million in total liabilities, $9.90 million in convertible
cumulative preferred stock, and a $23.80 million total
stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing net losses and a working capital
deficiency, which raises substantial doubt about the Company's
ability to continue as a going concern.


VICTOR OOLITIC: Auction Cancelled; To Proceed With ICF's Offer
--------------------------------------------------------------
Wbiw.com reported that Monday's auction for the assets of Victor
Oolitic Stone Company, d/b/a Indiana Limestone Co., et al., was
cancelled after only one firm made an offer.

As reported by the Troubled Company Reporter on March 25, 2014,
the U.S. Bankruptcy Court for the District of Delaware approved
bidding procedures to govern the sale.  Indiana Commercial
Finance, LLC, was to serve as the stalking horse bidder with a
credit bid of $26 million at an auction slated for April 14.  All
initial bids were due April 11.  The auction was to take place at
the offices of McDonald Hopkins, LLC, in Cleveland, Ohio, if other
qualified offers were received.

The Debtors and ICF were slated to return to the Court April 16,
at 1:00 p.m. for the sale hearing.

Wbiw.com also reported that Indiana Limestone has issued a layoff
notice to the state, saying workers will lose their jobs over two
weeks between April 28 and May 11. The company will layoff its
entire 166-person workforce in Bloomington and Oolitic.  What
exactly will happen in and after that time isn't yet clear. Even
Indiana Limestone's president, Duffe Elkins isn't sure of his
future, the report said.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

Victor Oolitic estimated $50 million to $100 million in assets and
liabilities.  As of Jan. 1, 2014, the aggregate outstanding
principal and accrued interest under the Debtors' prepetition
credit agreement was $53 million.  The Debtors also have
approximately $6 million in general unsecured debt primarily
consisting of outstanding notes owed to former owners of the
legacy Indiana Limestone Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for $26
million in debt.  Victor Oolitic Stone Company and Victor Oolitic
Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind.
Case Nos. 09-05786 and 09-05787) on April 28, 2009.  Judge Frank
J. Otte presided over the 2009 case.  The 2009 Debtors were
represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


WALLDESIGN INC: Beazer Homes Okayed to Prosecute "Angeles" Suit
---------------------------------------------------------------
The Bankruptcy Court, according to Walldesign Inc.'s case docket,
granted interested party Beazer Homes Holdings Corp. relief from
the automatic stay to continue prosecuting a lawsuit against the
Company.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
the case entitled Angeles v. Beazer Homes Holdings Corp., et al.
is pending in Sacramento County Superior Court.

Attorney for Beazer Homes, Phillip Chan, Esq., at Koeller,
Nebeker, Carlson & Haluck LLP, said the company "seeks recovery
only from applicable insurance" and waives any other claim against
WallDesign Inc.

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WALTER ENERGY: to Idle Coal Mines in British Columbia
-----------------------------------------------------
Walter Energy, Inc. on April 15 disclosed that it will begin
idling its Canadian operations, including the Wolverine and
Brazion coal mines in British Columbia, in April 2014.

The company will place its Wolverine mine (located near the
district municipality of Tumbler Ridge) on idle status effective
immediately.  Brazion (which includes the operations of Brule and
Willow Creek and is located near the district municipality of
Chetwynd) will continue to operate the Brule mine but expects to
idle the mine by July 2014.  The company will continue to operate
its preparation plants at these mines to complete processing of
coal that already has been mined and is in inventory.

For 2013, coal production from Wolverine, which produces mid-
volatile hard coking coal, was 1.6 million metric tons, while the
Brazion mines produced approximately 1.9 million metric tons of
low-vol PCI and 0.1 million metric tons of hard coking coal.  As
of December 31, 2013, Walter Energy had approximately 1.1 million
metric tons of coal in inventory in Canada.

Employment impacts include temporary layoffs of approximately 415
employees at the Wolverine mine, approximately 280 employees at
Brazion, and other administrative support staff.  A limited number
of employees will remain at each site to operate the preparation
plants and, once coal processing is complete, to perform ongoing
equipment maintenance and provide ongoing security for the sites
during the idle period.

"These layoffs are particularly unfortunate because our employees
have worked very hard to keep these mines competitive in the face
of daunting market conditions," said Walter J. Scheller III, Chief
Executive Officer.  "Equally important, they've worked safely."
Scheller noted that the Brule mine completed 2013 without a
reportable safety incident.

"These coal reserves remain valuable assets," Mr. Scheller added.
"However, given the current met coal pricing environment, our best
course of action at this time is to idle these operations until we
can achieve reasonable value from these reserves."

The company expects to incur severance charges of approximately $7
million in the second quarter of 2014 in connection with the
idling of the mines.

                       About Walter Energy

Walter Energy -- http://www.walterenergy.com-- is a publicly
traded "pure-play" metallurgical coal producer for the global
steel industry with strategic access to high-growth steel markets
in Asia, South America and Europe.  The company also produces
thermal coal, anthracite, metallurgical coke and coal bed methane
gas.  Walter Energy employs approximately 3,600 employees, with
operations in the United States, Canada and United Kingdom.

As reported by the Troubled Company Reporter on March 21, 2014,
Moody's Investors Service affirmed Walter Energy, Inc.'s existing
ratings, including Caa1 corporate family rating (CFR), probability
of default rating of Caa1-PD, Caa2 senior unsecured rating, and
SGL-4 speculative grade liquidity rating.  Moody's said the
outlook is stable.


WARNER MUSIC: EVP and Chief Financial Officer Decides to Quit
-------------------------------------------------------------
The Executive Vice President and Chief Financial Officer of Warner
Music Group Corp., Brian Roberts, has decided that he will be
leaving the Company in order to take on new opportunities.  He is
currently expected to remain in his role until the end of the
Company's fiscal year in order to oversee the completion of key
projects and ensure a smooth transition once a replacement is
found.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

                           *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


XTREME POWER: Younicos Wins at Auction
--------------------------------------
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.

Jeff St. John, writing for GreenTechMedia.com, reported that terms
of the deal weren't disclosed, but Xtreme creditor and "stalking
horse" bidder Horizon Technology Finance said Monday that it
received $9.9 million in cash for its share of the bankrupt
company.  Horizon had previously committed to outbid any offers
under $10 million, which appears to indicate that larger bids
hadn't emerged, according to the GreenTechMedia.com report.

GreenTechMedia.com recounted that since its 2004 founding, Xtreme
has raised about $55.7 million from investors including SAIL
Capital Partners, Bessemer Venture Partners, The Dow Chemical
Company, Fluor Corp., BP Alternative Energy, Dominion Resources,
POSCO ICT, Skylake & Co. and Spring Ventures.  But Xtreme had only
$34,000 in cash and $10 million in debt when it filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
Western District of Texas.

GreenTechMedia.com said the deal is good for Younicos.  The
startup, founded in 2006 by executives at German solar
manufacturer Solon, has about 10 megawatts of projects in the
ground or being built, and is developing about 10 megawatts more
across Europe.  It's small compared to Xtreme, which has 60
megawatts of grid-scale battery storage up and running in 12
projects around the world.

                       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.


Z TRIM HOLDINGS: Reports $13.4 Million 2013 Net Loss
----------------------------------------------------
Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$13.43 million on $1.42 million of total revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $9.58 million
on $1.27 million of total revenues during the prior year.

As of Dec. 31, 2013, the Company had $3.86 million in total
assets, $699,937 in total liabilities and $3.16 million in total
stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company does not have enough cash on hand to meet its current
liabilities and has had reoccurring losses as of Dec. 31, 2013.
These conditions raise substantial doubt about its ability to
continue as a going concern.

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

                         http://is.gd/Tpyayk

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Maria Pedro
   Bankr. C.D. Cal. Case No. 14-10707
      Chapter 11 Petition filed April 9, 2014

In re Mojavegreen, LLC
   Bankr. C.D. Cal. Case No. 14-16795
     Chapter 11 Petition filed April 9, 2014
         See http://bankrupt.com/misc/cacb14-16795.pdf
         Filed Pro Se

In re Belinda Warner
   Bankr. N.D. Cal. Case No. 14-41523
      Chapter 11 Petition filed April 9, 2014

In re William Woodington
   Bankr. M.D. Fla. Case No. 14-01677
      Chapter 11 Petition filed April 9, 2014

In re Kyung Lee
   Bankr. M.D. Fla. Case No. 14-01679
      Chapter 11 Petition filed April 9, 2014

In re Riverview Manor Partnership
   Bankr. W.D. Ky. Case No. 14-31393
     Chapter 11 Petition filed April 9, 2014
         See http://bankrupt.com/misc/kywb14-31393.pdf
         represented by: R. Eric Craig, Esq.
                         WEBER & ROSE, P.S.C.
                         E-mail: ecraig@weberandrose.com

In re Jennifer Maher
   Bankr. D. Md. Case No. 14-15645
      Chapter 11 Petition filed April 9, 2014

In re Kenneth Maher
   Bankr. D. Md. Case No. 14-15645
      Chapter 11 Petition filed April 9, 2014

In re M & D Real Properties, Inc.
   Bankr. S.D.N.Y. Case No. 14-22472
     Chapter 11 Petition filed April 9, 2014
         See http://bankrupt.com/misc/nysb14-22472.pdf
         represented by: Francis J. O'Reilly, Esq.
                         E-mail: foreilly@bestweb.net

In re Harold Tate
   Bankr. D. Nev. Case No. 14-12406
      Chapter 11 Petition filed April 9, 2014

In re Ricardo Navarro
   Bankr. D. Nev. Case No. 14-12407
      Chapter 11 Petition filed April 9, 2014

In re LKN Boat Rentals II, LLC
   Bankr. W.D.N.C. Case No. 14-30574
     Chapter 11 Petition filed April 9, 2014
         See http://bankrupt.com/misc/ncwb14-30574.pdf
         represented by: Joseph M. Bochicchio, Esq.
                         JOSEPH M. BOCHICCHIO, PLLC
                         E-mail: debbie@debtlawhelp.com

In re Anthony Woska
   Bankr. W.D. Okla. Case No. 14-11481
      Chapter 11 Petition filed April 9, 2014

In re Jose Mendez Torres
   Bankr. D.P.R. Case No. 14-02876
      Chapter 11 Petition filed April 9, 2014

In re Khalil Ba
   Bankr. M.D. Tenn. Case No. 14-02905
      Chapter 11 Petition filed April 9, 2014

In re Mark Alessandra
   Bankr. M.D. Tenn. Case No. 14-02884
      Chapter 11 Petition filed April 9, 2014

In re Samba Ba
   Bankr. M.D. Tenn. Case No. 14-02906
      Chapter 11 Petition filed April 9, 2014

In re Fredric White
   Bankr. D. Ariz. Case No. 14-05252
      Chapter 11 Petition filed April 10, 2014

In re Man Yoo
   Bankr. C.D. Cal. Case No. 14-11893
      Chapter 11 Petition filed April 10, 2014

In re Behzad Lavian
   Bankr. C.D. Cal. Case No. 14-16849
      Chapter 11 Petition filed April 10, 2014

In re John Franklin
   Bankr. C.D. Cal. Case No. 14-16900
      Chapter 11 Petition filed April 10, 2014

In re Thomas Marino
   Bankr. M.D. Fla. Case No. 14-01698
      Chapter 11 Petition filed April 10, 2014

In re John Gavin
   Bankr. N.D. Ill. Case No. 14-13307
      Chapter 11 Petition filed April 10, 2014

In re David Poole
   Bankr. D. Mass. Case No. 14-11630
      Chapter 11 Petition filed April 10, 2014

In re Lena Ess, LLC
        dba National Home Furnis
   Bankr. D.N.J. Case No. 14-17089
     Chapter 11 Petition filed April 10, 2014
         See http://bankrupt.com/misc/njb14-17089.pdf
         represented by: Thomas W. Williams, Esq.
                         LAW OFFICE OF THOMAS W. WILLIAMS
                         E-mail: krecio68@gmail.com

In re Nicole Amaya
   Bankr. D. Ore. Case No. 14-32047
      Chapter 11 Petition filed April 10, 2014

In re Experian Estates, LLC
        dba The Fedora Lounge
   Bankr. S.D. Tex. Case No. 14-32006
     Chapter 11 Petition filed April 10, 2014
         See http://bankrupt.com/misc/txsb14-32006.pdf
         Filed Pro Se

In re Line-X Silverdale, Inc.
   Bankr. W.D. Wash. Case No. 14-12741
     Chapter 11 Petition filed April 10, 2014
         See http://bankrupt.com/misc/wawb14-12741.pdf
         represented by: David Carl Hill, Esq.
                         LAW OFFICE OF DAVID CARL HILL
                         E-mail: bankruptcy@hilllaw.com

In re George Churchill
   Bankr. W.D. Wash. Case No. 14-12749
      Chapter 11 Petition filed April 10, 2014

In re David Villari
   Bankr. M.D. Fla. Case No. 14-04176
      Chapter 11 Petition filed April 11, 2014

In re Mara Nunzio, LLC
   Bankr. M.D. Fla. Case No. 14-04197
     Chapter 11 Petition filed April 11, 2014
         See http://bankrupt.com/misc/flmb14-04197.pdf
         represented by: Jeffrey Ainsworth, Esq.
                         BRANSONLAW, PLLC
                         E-mail: jeff@bransonlaw.com

In re Clive Stuart-Findlay
   Bankr. S.D. Fla. Case No. 14-18378
      Chapter 11 Petition filed April 11, 2014

In re Suez Realty, LLC
   Bankr. E.D.N.Y. Case No. 14-41762
     Chapter 11 Petition filed April 11, 2014
         See http://bankrupt.com/misc/nyeb14-41762.pdf
         Filed Pro Se

In re Mario Levis
   Bankr. D.P.R. Case No. 14-02953
      Chapter 11 Petition filed April 11, 2014

In re Roberto Davila de Pedro
   Bankr. D.P.R. Case No. 14-02972
      Chapter 11 Petition filed April 11, 2014

In re MFICOE, LLC
        dba The Corner
   Bankr. W.D. Miss. Case No. 14-30226
     Chapter 11 Petition filed April 12, 2014
         See http://bankrupt.com/misc/mowb14-30226.pdf
         represented by: Norman E. Rouse, Esq.
                         COLLINS, WEBSTER & ROUSE
                         E-mail: twelch@cwrcave.com

In re Cunningham Insurance Agency, Inc.
   Bankr. N.D. Tex. Case No. 14-31807
     Chapter 11 Petition filed April 12, 2014
         See http://bankrupt.com/misc/txnb14-31807.pdf
         represented by: Ezra Benson Hood, Esq.
                         LAW OFFICES OF EZRA HOOD, ESQ.
                         E-mail: ezra@ezrahoodlaw.com


In re NRN Broadway Donuts, Inc.
        dba Twin Donuts
   Bankr. S.D.N.Y. Case No. 14-11026
     Chapter 11 Petition filed April 13, 2014
         See http://bankrupt.com/misc/nysb14-11026.pdf
         represented by: Rachel S. Blumenfeld, Esq.
                         LAW OFFICES OF RACHEL S. BLUMENFELD
                         E-mail: rblmnf@aol.com

In re Patrick Dinizio
   Bankr. D. Nev. Case No. 14-12523
      Chapter 11 Petition filed April 13, 2014

In re Carlos De Alba Pagan
   Bankr. D.P.R. Case No. 14-02987
      Chapter 11 Petition filed April 13, 2014

In re Jason Borden
   Bankr. D. Ariz. Case No. 14-05348
      Chapter 11 Petition filed April 14, 2014

In re Donald Golen
   Bankr. D. Ariz. Case No. 14-05372
      Chapter 11 Petition filed April 14, 2014

In re Michigan State Realty Investments, LLC
   Bankr. D. Ariz. Case No. 14-05387
     Chapter 11 Petition filed April 14, 2014
         See http://bankrupt.com/misc/azb14-05387.pdf
         represented by: James Portman Webster, Esq.
                         JAMES PORTMAN WEBSTER LAW OFFICE, PLC
                         E-mail: jim@jpwlegal.com

In re Satinder Uppal
   Bankr. C.D. Cal. Case No. 14-12267
      Chapter 11 Petition filed April 14, 2014

In re Theresa Polo
   Bankr. C.D. Cal. Case No. 14-17165
      Chapter 11 Petition filed April 14, 2014

In re Reyes Drywall, Inc.
   Bankr. E.D. Cal. Case No. 14-90538
     Chapter 11 Petition filed April 14, 2014
         See http://bankrupt.com/misc/caeb14-90538.pdf
         represented by: David C. Johnston, Esq.

In re Tony Anabo
   Bankr. N.D. Cal. Case No. 14-41601
      Chapter 11 Petition filed April 14, 2014

In re Jasmine Szechuan Inc.
        dba Empire Szechuan Restaurant
   Bankr. D. Conn. Case No. 14-30714
     Chapter 11 Petition filed April 14, 2014
         See http://bankrupt.com/misc/ctb14-30714.pdf
         represented by: George C. Tzepos, Esq.
                         LAW OFFICES OF GEORGE C. TZEPOS
                         E-mail: zepseven@sbcglobal.net

In re Charles H. Magby, Jr., Fine Violins, Ltd.
   Bankr. D. Conn. Case No. 14-30716
     Chapter 11 Petition filed April 14, 2014
         See http://bankrupt.com/misc/ctb14-30716.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN
                         E-mail: ressmul@yahoo.com

In re Adam Klayman
   Bankr. M.D. Fla. Case No. 14-01756
      Chapter 11 Petition filed April 14, 2014

In re Hubert Cannon
   Bankr. N.D. Ill. Case No. 14-13812
      Chapter 11 Petition filed April 14, 2014

In re Ream Properties, LLC
   Bankr. M.D. Pa. Case No. 14-01725
     Chapter 11 Petition filed April 14, 2014
         See http://bankrupt.com/misc/pamb14-01725.pdf
         Filed Pro Se

In re Nancy Podrat
   Bankr. W.D. Pa. Case No. 14-21483
      Chapter 11 Petition filed April 14, 2014

In re Sharkey's Gulf Grill, LLC
   Bankr. W.D. Tenn. Case No. 14-23907
     Chapter 11 Petition filed April 14, 2014
         See http://bankrupt.com/misc/tnwb14-23907.pdf
         represented by: John L. Ryder, Esq.
                         HARRIS SHELTON HANOVER WALSH, PLLC
                         E-mail: jryder@harrisshelton.com

In re Kenn Thorpe
   Bankr. N.D. Tex. Case No. 14-31808
      Chapter 11 Petition filed April 14, 2014

In re Pedro Roel
   Bankr. S.D. Tex. Case No. 14-20171
      Chapter 11 Petition filed April 14, 2014

In re Hans Stach
   Bankr. W.D. Wash. Case No. 14-12854
      Chapter 11 Petition filed April 14, 2014




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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