TCR_Public/140421.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, April 21, 2014, Vol. 18, No. 109

                             Headlines

148 WEST 142 STREET: Section 341(a) Meeting Set on May 21
1617 WESTCLIFF: Seeks to Pay Creditors in Full and Dismiss Case
409 PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
412 BOARDWALK: Case Summary & 6 Largest Unsecured Creditors
840 TCHOUPITOULAS: Case Summary & 3 Largest Unsecured Creditors

ACCO BRANDS: Fitch Affirms 'BB' Issuer Default Rating
AGRIPROCESSORS INC: Avoidance Suit Against Hilgar Goes to Trial
ALLY FINANCIAL: Fitch Affirms 'BB+' Issuer Default Rating
ANTHONY CLARK: Shareholders Approve Potential Liquidation
ARCHDIOCESE OF MILWAUKEE: Disclosure Statement Approved

ASSOCIATED BANC-CORP: Fitch to Withdraw B+ Preferred Stock Rating
ATHLON HOLDINGS: S&P Rates $500MM Unsecured Notes 'CCC+'
AVIS BUDGET: Fitch Affirms 'BB-' LT Issuer Default Rating
BEACH 21ST STREET: Real Property to Be Auctioned Off May 23
BEVERLY HILLS BANCORP: Files to Preserve Tax Losses

BLOOMIN' BRANDS: S&P Rates $600MM Credit Facility 'BB+'
BOISE CASCADE: S&P Revises Outlook to Pos. & Affirms 'B+' Rating
BRUSH CREEK AIRPORT: Proposes May 15 General Claims Bar Date
BRUSH CREEK AIRPORT: Section 341(a) Meeting Set on May 15
C&K MARKET: Has Until April 21 to File Amended Plan Outline

CALIFORNIA STATEWIDE: S&P Puts 'CCC' Bonds Rating on Watch Neg.
CASH STORE: Moody's Lowers CFR & Sr. Debt Rating to 'C'
CDS BUFFALO: Case Summary & 6 Largest Unsecured Creditors
CHEMTURA CORP: Agrosolutions Deal No Impact on Moody's Ba3 Rating
CLAIRE'S STORES: Moody's Affirms 'Caa1' CFR; Outlook Stable

COLOR STAR: Court Extends Plan Exclusivity to May 14
CROFTON & SONS: Voluntary Chapter 11 Case Summary
CW MINING: 10th Cir. Affirms BAP Ruling in Bank of Utah Dispute
CW MINING: Tenn. Valley Authority Wins Summary Judgment
CW MINING: Ch.7 Trustee Entitled to $2.79-Mil. UEI Receivable

DISCOVER FINANCIAL: Fitch Raises Preferred Stock Rating to 'BB-'
DRIVETIME AUTOMOTIVE: Moody's Affirms B3 CFR; Outlook Stable
EAGLE FALLS: Case Summary & 20 Largest Unsecured Creditors
EMMIS OPERATING: Moody's Assigns B2 Corporate Family Rating
ENDEAVOR ENERGY: S&P Retains 'B+' Rating Following $100MM Add-On

ENERGY FUTURE: Misses Deadline for Filing 10-K
F&H ACQUISITION: Wants Until July 14 to File Chapter 11 Plan
FEDERAL-MOGUL: Moody's Affirms B1 Rating on $2.6BB Sr. Debt
FREEDOM FILMS: Case Summary & 11 Largest Unsecured Creditors
FRESH & EASY: Has Until April 28 to Decide on Unexpired Leases

GENELINK INC: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Blumenthal Wants Liability Protection Rejected
GENERAL MOTORS: Seeks Delay of Suit Pending New Bankr. Ct. Ruling
GREAT PLAINS: Seeks to Amend Cash Collateral Order
GRIDWAY ENERGY: Glacial Has Bankruptcy Agreement on Claims, Sale

GRIDWAY ENERGY: Proposes to Pay $3.6-Mil. to Critical Vendors
GRIDWAY ENERGY: Taps Rust/Omni as Claims and Notice Agent
GRIDWAY ENERGY: Section 341(a) Meeting Scheduled for May 7
GULF COAST ORTHOPAEDIC: Stern's Writ of Mandamus Petition Denied
HAAS ENVIRONMENTAL: Can File Chapter 11 Plan Until May 27

HOFFMASTER GROUP: Moody's Affirms B3 CFR & Rates $265MM Debt B2
HOLOGIC INC: Moody's Affirms B1 Corporate Family Rating
HRK HOLDINGS: Maturity Dates Under DIP Loans Moved to April 30
HRK HOLDINGS: Wants Until May 25 to File Chapter 11 Plan
IMPERIAL AUTO: Voluntary Chapter 11 Case Summary

INTERACTIVE DATA: Moody's Rates $200MM Sr. Unsecured Notes 'Caa2'
INTERACTIVE DATA: S&P Assigns 'B-' Rating to $200MM Sr. Notes
JAMES RIVER: Has Interim Authority to Tap $80-Mil. in DIP Loans
JAMES RIVER: Obtains Approval to Employ Epiq as Claims Agent
JAMES RIVER: Schedules Filing Date Extended Until June 20

JAMES RIVER COAL: 4-Member Creditors Committee Named
JOHN N. IRWIN: Funds Paid 20 Yrs Before Bankruptcy Not Avoidable
KIANA PROPERTIES: Case Summary & 3 Unsecured Creditors
KNOWLEDGE UNIVERSE: S&P Raises CCR to 'B' & Removes From Watch
LARSEN ROAD: Section 341(a) Meeting Set on May 9

LIVING HOPE: Court Rules on LHSMS Trustee's Admin. Expense Bid
LOGAN GENERATING: Moody's Rates $63.8MM Series 2014A Bonds 'Ba1'
LONG BEACH MEDICAL: Final DIP Financing Order Entered
MEE APPAREL: Has Interim Approval of $1.8-Mil. DIP Loan
MEE APPAREL: Has Interim Authority to Hire Jeffrey Gregg as CRO

MEE APPAREL: Schedules Filing Date Extended Until April 30
MEE APPAREL: Can Hire Prime Clerk as Claims & Noticing Agent
MERCURY COMPANIES: Must Reply to Comerica's Fee Motion by May 13
MF GLOBAL: Judge Narrows Customer Suit vs. Directors
MI PUEBLO: May Liquidate Stores If Exit Plan Rejected

MINUTEMAN SPILL: Case Summary & 20 Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: Moody's Affirms 'Ca' Corp. Family Rating
MOMENTIVE PERFORMANCE: S&P Lowers CCR to 'D' on Chapter 11 Filing
MONTREAL MAINE: $7.5MM Travelers' Policy Belongs to Estate
MORNINGSTAR MARKETPLACE: Creditor Seeks to Prohibit Cash Use

MORNINGSTAR MARKETPLACE: M&T Bank Argues on Scope of Stay
MSI CORP: Court Approves Logue as Counsel on Derailment Case
MT. GOX: CEO Hoped To Set Up A Bitcoin Cafe
NATIVE WHOLESALE: Hearing on Conversion Adjourned to Plan Hearing
NATIVE WHOLESALE: Withdraws Motion to Post Additional Collateral

NINE WEST: Moody's Assigns Caa2 Rating on $424MM Senior Notes
NINE WEST: S&P Retains 'B-' CCR Following $60 Million Add-On
OHANA GROUP: Wells Fargo Action Removed From King County Court
OPTIM ENERGY: Barclays Capital Approved as Investment Banker
OPTIM ENERGY: Bracewell & Guiliani Okayed as Bankruptcy Counsel

OPTIM ENERGY: Files Schedules of Assets and Liabilities
OPTIM ENERGY: Meeting of Creditors Continued Until May 13
OREMEX SILVER: Expect to Complete Annual Filings by May 30
OSI RESTAURANT: Moody's Affirms B1 CFR & Rates $200MM Debt Ba3
PACIFIC STEEL: Court Approves Binder & Malter as Counsel

PACIFIC STEEL: $8.5MM Loan From Siena Approved on Final Basis
PGX HOLDINGS: Moody's Withdraws B3 Corporate Family Rating
PLATFORM SPECIALTY: Chemtura Deal No Impact on Moody's B1 Rating
POLY PLANT PROJECT: Section 341(a) Meeting Scheduled for May 20
POST HOLDINGS: Moody's Places B1 CFR on Review for Downgrade

PRINTPACK HOLDINGS: Moody's Assigns B3 Corporate Family Rating
PROSPECT SQUARE: Lender Asserts Lien on Counsel Retainer
QUANTUM FOODS: Final DIP Financing Order Entered
QUBEEY INC: Has Until May 30 to File Chapter 11 Plan
QUIZNOS: Wants to Hire Grant Thornton as Independent Auditor

REVEL AC: Former Exec Seeks Arbitration of Claim
RITE AID: Fitch Raises Issuer Default Rating to 'B'
ROOSTER ENERGY: Files Amended Consolidated Financial Statements
RUSERT HOMES: Case Summary & 20 Largest Unsecured Creditors
SHELLS INC: Case Summary & Largest Unsecured Creditors

SHOTWELL LANDFILL: Amends Schedules of Assets and Liabilities
SHOTWELL LANDFILL: Taps Sprunger Law to Handle Tax Returns
SLM CORPORATION: Fitch to Withdraw 'BB+' Issuer Default Rating
SORENSON COMMUNICATIONS: Moody's Assigns Caa2 Corp. Family Rating
ST. FRANCIS' HOSPITAL: Can Hire Teitelbaum & Baksin as Co-Counsel

ST. FRANCIS' HOSPITAL: Has Until May 16 to Make Lease Decisions
STAR DYNAMICS: May Expand Role of Womble Carlyle
STELERA WIRELESS: Creditors Committee Wants to File Plan
STUART SIMONSEN: Krohne Wins Stay Relief to Pursue Fraud Suit
SUNSTAR HOSPITALITY: Case Summary & 20 Top Unsecured Creditors

TELEXFREE LLC: Rejecting Contracts With Promoters
TELEXFREE LLC: Charges Filed in Pyramid Scheme for Immigrants
TLC HEALTH: Court Amends Final Order Authorizing DIP Financing
TLC HEALTH: NextPoint LLC Okayed as Panel's Financial Advisor
TRIGEANT LTD: Case Dismissed; To Turn Over Docs to BTB Refining

TRIGLYPH HOLDINGS: Case Summary & 8 Largest Unsecured Creditors
VERISIGN INC: S&P Raises CCR to 'BB+'; Outlook Stable
WEST OF TOWNERS: Case Summary & 8 Largest Unsecured Creditors
WEST TEXAS GUAR: Agrees to File for Chapter 11
WILLIAM ROSE: Appeals Court Reverses Judgment Against Founder

YSC INC: Order Allowing Continued Cash Collateral Access Entered

* Fitch: US Public Finance Downgrades Exceed Upgrades in 1Q'14
* Katie Stenberg Elected to Waller's Board of Directors

* BOND PRICING -- For Week From April 14 to 18, 2014


                             *********


148 WEST 142 STREET: Section 341(a) Meeting Set on May 21
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of 148 West 142
Street Corp. will be held on May 21, 2014, at 1:00 p.m. at Room
243A, White Plains.

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

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

148 West 142 Street Corp. filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22484) on April 10, 2014.  Patsy J.
Morton signed the petition as secretary/treasurer.  The Debtor
estimated assets and debts of at least $10 million.  Alter &
Brescia, LLP, is the Debtor's counsel.  Judge Robert D. Drain
oversees the case.


1617 WESTCLIFF: Seeks to Pay Creditors in Full and Dismiss Case
---------------------------------------------------------------
1617 Westcliff LLC owned commercial real property and filed its
chapter 11 case after a receiver was appointed in prepetition
litigation instituted by Wells Fargo Bank, N.A., as trustee for
certain secured bondholders.  The Debtor ultimately sold its real
property which, along with a $200,000 deposit forfeited by the
buyer's failure to timely close the first sale, funded the payment
of undisputed secured and unsecured claims.  The primary dispute
remaining in the case was the amount, if any, of default interest
that Wells Fargo was entitled to receive for its oversecured
claim, which was resolved by stipulation.  The Debtor also
resolved disputes with the California Franchise Tax Board and the
law firm of Keller, Weber & Dobrott regarding their claims which,
along with claims of the Debtor's insiders, and the administrative
claims of the Debtor's bankruptcy counsel and accountant are the
only outstanding claims totaling $542,902.54.  The Debtor
discloses that the estate has $1,256,875.50.  The Debtor initiated
prospective payment of all amounts anticipated to be owed to the
United States Trustee.

The Debtor filed a motion to authorize payment of all creditors
and administrative claims in full and to dismiss the case.  The
Debtor argues that the "stipulation with Wells Fargo resolving
Debtor's [claim] objection obviates the need for a Plan of
Reorganization in this case" which the Debtor sought to avoid
through its proposed plan.  As a result, because all claims can be
paid from cash on hand, pursuant to 11 U.S.C. Section 1112(b)(4)
"cause" exists to dismiss the case because "the ongoing
administration of this case is of no further benefit."  The Debtor
proposes that it submit a declaration as proof of payment of all
claims within 10 days after the Court enters an order granting its
motion, following which the Court would enter an order dismissing
the case.

                      About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  Sarah C.
Boone, Esq., and D. Edward Hays, Esq., at Marshack Hays LLP, serve
as the Debtor's counsel.

The Debtor filed a plan of liquidation and disclosure statement
on July 1, 2013, seeking to accomplish payment of creditors in
full by reorganizing its personal assets and liabilities through
the sale of its only substantial asset, a commercial real property
commonly known as 1617 Westcliff Drive, in Newport Beach,
California.  The property, according to court documents, is a
mixed use, Class B building mostly occupied by medical office
space.  It comprises 32,000 square feet of rentable space in a
single two-story building situated on approximately 1.56 acres of
land in an up-scale commercial district of Newport Beach.

Attorneys for Secured Creditor Wells Fargo Bank, N.A., as Trustee
for the Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C3, are Aron M. Oliner, Esq., and Geoffrey A. Heaton,
Esq., at Duane Morris LLP.


409 PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 409 Properties, LLC
           fdba LMB Realty Trust
        100 Sharp Street
        Hingham, MA 02043

Case No.: 14-11733

Chapter 11 Petition Date: April 17, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Henry J. Boroff

Debtor's Counsel: John F. Drew, Esq.
                  BURNS & LEVINSON, LLP
                  125 Summer Street
                  Boston, MA 02110
                  Tel: 617-345-3292
                  Fax: 617-345-3299
                  Email: jdrew@burnslev.com

                       - and -

                  Tal Unrad, Esq.
                  BURNS & LEVINSON LLP
                  125 Summer Street
                  Boston, MA 02110
                  Tel: 617-345-3281
                  Fax: 617-345-3299
                  Email: tunrad@burnslev.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul Jacobson, manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/mab14-11733.pdf


412 BOARDWALK: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                 Case No.
     ------                                 --------
     412 Boardwalk, Inc.                    14-01847
     2440 Mayport Road, #7
     Atlantic Beach, Fl 32233


     422 Boardwalk, Inc.                    14-01848
     2440 Maypoart Road, #7
     Atlantic Beach, Fl 32233

Chapter 11 Petition Date: April 18, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtors' Counsel: Bradley R Markey, Esq.
                  THAMES MARKEY & HEEKIN, P.A.
                  50 N Laura Street Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: 904-358-4000
                  Fax: 904-358-4001
                  Email: brm@tmhlaw.net

                                   Total        Total
                                  Assets     Liabilities
                               ------------  -----------
412 Boardwalk                    $1.68MM       $3.45MM
422 Boardwalk                    $1.82MM       $2.89MM

The petitions were signed by Chris Hionides, president.

A list of 412 Boardwalk's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-1847.pdf


840 TCHOUPITOULAS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 840 Tchoupitoulas, LLC
        700 Commerce Street, Unit 109
        New Orleans, LA 70130

Case No.: 14-10902

Chapter 11 Petition Date: April 16, 2014

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Hon. Elizabeth W. Magner

Debtor's Counsel: Frederick L. Bunol, Esq.
                  THE DERBES LAW FIRM, L.L.C.
                  3027 Ridgelake Drive
                  Metairie, LA 70002
                  Tel: (504) 837-1230
                  Fax: (504) 832-0327
                  Email: fbunol@derbeslaw.com

Total Assets: $1.09 million

Total Liabilities: $974,748

The petition was signed by Joseph J. Logreco, member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/laeb14-10902.pdf


ACCO BRANDS: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed the ratings for ACCO Brands
Corporation:

ACCO

-- Long-term Issuer Default Rating (IDR) at 'BB';

-- $250 million senior secured revolving credit facility due May
    2018 at 'BB+;

-- $530 million in senior secured Term Loan A due May 2018 at
    'BB+';

-- $500 million senior unsecured 6.75% notes due April 2020 at
    'BB'.

The bank revolving credit facility, Term Loan A and the senior
unsecured notes are guaranteed by domestic (mostly Delaware and
Nevada) subsidiaries.

This action affects approximately $920 million of outstanding
debt.  The Rating Outlook is Stable.

Key Rating Drivers

Improving Credit Protection Measures

Leverage, FCF, and margins have improved, supporting good
liquidity and access to the capital markets despite near-term
increases in business model risk.  Fitch views the company's focus
on maintaining solid metrics and directing much of its FCF to debt
reduction as highly positive to the rating in the near term.
However, if revenues continue to decline at mid-single digit
levels due to secular declines it will be more difficult to
maintain supportive credit protection measures and the ratings.

Negative Organic Growth Likely

The office products industry is cyclical and is experiencing slow
secular declines due to a shift towards digital technologies.
Additionally, the merger of Office Depot, Inc. and OfficeMax
Incorporated in November 2013 will further accelerate the move
away from the office superstore (OSS) channel towards mass and
ecommerce adding further pressure to the industry's growth.
ACCO's business model risk caps its rating to the 'BB' level and
in the medium term can place more downward pressure on the rating.

ACCO has a material exposure to the OSS channel which accounted
for approximately 25% of 2013's $1.8 billion in revenues. Fitch
projects that the OSS channel will reduce its overall square
footage from 2012 to 2015 by 20%.  However, by the end of 2015,
much of the store base right-sizing should be accomplished, likely
leaving the slow secular declines as the remaining issue after
2015.

Fitch expects revenues to decline in the mid-single digit range in
2014 given near-term pressures.  ACCO has had negative organic
growth in 20 of the past 28 quarters, much of which is centered
around its North American and Computer Products Group segments.
There is organic growth in international markets but it is muted.
The international segment is just 32% of total revenues and its
.9% organic growth in 2013 is a significant turnaround from the -
6% in 2012.  However, it is not likely to accelerate enough to
offset pressure in the North Americas segment (59% of 2013
revenues) as well as in the ever rising competition and short
product life cycle issues in the computer products segment (9%).

ACCO partially addressed the move to faster growing mass channels
with the MeadWestvaco's Consumer and Office Products division
(Mead) acquisition in 2012.  It will need to accelerate its
presence outside the OSS channel either organically or through
acquisitions to attain any level of growth.

Strong FCF Despite Headwinds

ACCO has generated positive FCF every year since 2007 except for
2012, when the company had approximately $78 million in
transaction and refinancing fees related to the Mead acquisition.
Excluding the fees, 2012's reported -$8 million in FCF would have
continued to demonstrate the company's strong FCF generation
despite secular headwinds.  Last year's $158 million in FCF was a
record bolstered mainly by the Mead acquisition and secondarily by
strong cost saving initiatives.  ACCO's recently announced
restructuring and productivity program for 2014 should support
solid FCF generation even if sales declines are modestly more than
management's mid-single digit guidance.  Fitch expects FCF in 2014
to be in the range of management's public guidance of $140
million.

Appropriate Cost Structure

ACCO has maintained a solid grip on its cost structure and
improved profitability despite negative or limited organic growth.
Further, the company has and is likely to continue exiting
unprofitable business lines and relationships.  As a result,
EBITDA margins steadily increased from the upper single digits in
2008 to almost 12% by 2011.  Then, through the highly accretive
acquisition of MeadWestvaco Corporation's Consumer & Office
Products division (Mead) in May 2012, margin growth accelerated
even further to 14.6% in 2013. Actions slated for 2014 to take 12%
out of North America's headcount, is expected to at least
stabilize margins even if there revenues decline modestly more
than expected.

Consolidator Strategy But Mindful of Rating

ACCO intends to be a leader in this consolidating industry.  Fitch
expects the company will focus on accretive acquisitions to reduce
costs with a positive benefit to profitability and FCF.  However,
this will result in periodic increases in leverage.

Fitch is comfortable with the strategy as long as management
focuses on reducing debt quickly to sub-4x levels in 12 - 18
months.  This was observed in the transformative Mead acquisition
where leverage increased to 4.7x in 2012 but was 3.6x by the end
of 2013.  The company has publicly stated it will use 2014's FCF
for debt reduction and that there will be no dividends or share
repurchases initiated until leverage is below 2.5x.  On a pro-
forma basis for a $140 million pay-down, leverage would be near 3x
and high for the rating category absent business model issues.

Ample Liquidity, Modest Maturities

ACCO had good liquidity of $289 million at year end comprised
mostly of $236 million in revolver availability. Liquidity should
also be buttressed by strong FCF in 2014, much of which will be
directed toward debt reduction.  Required debt amortization is
modest through 2017 at less than $70 million annually.  Mandatory
prepayments at year end using excess FCF will likely alter the
debt maturity schedule in the future.

Debt Structure

The bank credit facility and term loans are secured by a first-
priority lien on substantially all assets.  There is a maximum
leverage covenant of 4.5x which becomes more restrictive over time
and a fixed-charge coverage covenant of at least 1.25x. ACCO has a
comfortable cushion in these key financial covenants.

Rating Sensitivities

An upgrade beyond the 'BB' range is not anticipated in the near
term given business model issues and the company's strategy to be
a consolidator in the industry.

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

-- Material revenue and profit declines would pressure the rating
   or Outlook. Business model risk has increased but in the near
   term there is ample protection for lenders and note-holders.
   If there is a determination at the next review cycle that risk
   has accelerated, such that credit protection measures could
   deteriorate markedly within 12 - 18 months, a negative rating
   action is likely.

-- Additionally, gross leverage of 3.75x at year end given
   seasonal cash flow generation, would be a concern and could
   pressure the ratings. The leverage target may become more
   restrictive if revenue declines accelerate.

-- A large debt-financed acquisition without a concrete plan to
   reduce debt meaningfully in the 4x range in the 12 to 18 month
   time frame could lead to a negative rating action. However,
   Fitch expects the company to remain prudent.


AGRIPROCESSORS INC: Avoidance Suit Against Hilgar Goes to Trial
---------------------------------------------------------------
Joseph E. Sarachek, in his capacity as Chapter 7 Trustee of
Agriprocessors, Inc., sued Hilgar, Ltd., to recover $3,996,371 of
payments the Debtor made to Hilgar as either fraudulent
conveyances under 11 U.S.C. Sec. 548 or as preferential transfers
under 11 U.S.C. Sec. 547(b).  The Defendant filed a Motion seeking
summary judgment on the entire fraudulent conveyance claim and on
all but $27,000 of the preferential transfer claim.

Chief Bankruptcy Judge Thad J. Collins, however, denied the
Defendant's request, saying genuine issues of material fact remain
regarding whether (i) the transfers meet the criteria for the
reasonably equivalent value defense; and (ii) the transfers or
loans impact the subsequent new value defense.

The case is, JOSEPH E. SARACHEK, in his capacity as CHAPTER 7
TRUSTEE, Plaintiff, v. HILGAR, LTD., Defendant, Adv. Proc. No. 10-
09217 (Bankr. N.D. Iowa).  A copy of the Court's April 15, 2014
Order is available at http://is.gd/B25Oj0from Leagle.com.

                   About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors once produced
half the kosher beef and 40% of the kosher poultry in the U.S.  It
filed for bankruptcy following a raid by immigration authorities
in May 2008 on the plant in Postville, Iowa, where 389 workers
were arrested for having forged immigration documents.  The raid
led to numerous federal criminal charges, including a high-profile
case against Agriprocessors' President, Sholom Rubashkin.  The
Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate, Joseph Sarachek.  The Chapter 11 trustee
became the trustee in the Chapter 7 case to liquidate the Debtor's
remaining assets and provide distributions to creditors.


ALLY FINANCIAL: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has completed a peer review of three rated consumer
finance companies and their related entities.  Based on this
review, Fitch has affirmed the long-term Issuer Default Ratings
(IDR) of Ally Financial at 'BB+', with a Stable Outlook.

Fitch recently upgraded Ally's long-term IDR and the action
reflects Fitch's annual consumer finance peer review, which Ally
is part of.

Rating Sensitivities

Fitch's Stable Outlook reflects the view that positive rating
momentum is limited over the next 12-24 months.  Longer term,
however, positive ratings momentum could potentially be driven by
further improvements in profitability and operating fundamentals,
measured growth in the currently competitive lending environment,
and additional actions to further enhance funding and liquidity
sources while maintaining strong capital levels at both the parent
and operating company levels.  In particular, durability of the
Internet-based deposit platform in a rising rate environment will
be a key determinant in evaluating the strength of Ally's funding
profile.

A material decline in profitability or asset quality, reduced
capital and liquidity levels, an inability to access the capital
markets for funding on reasonable terms, and potential new and
more onerous rules and regulations are among the drivers that
could generate negative rating momentum.

Fitch has affirmed the following ratings:

Ally Financial Inc.

-- Long-term IDR at 'BB+';
-- Senior unsecured debt at 'BB+';
-- Viability rating at 'bb+';
-- Perpetual preferred securities, series A at 'B';
-- Short-term IDR at 'B';
-- Short-term debt at 'B';
-- Support rating at '5';
-- Support Floor at 'NF'.

GMAC Capital Trust I

-- Trust preferred securities, series 2 at 'B+'

The Rating Outlook is Stable.


ANTHONY CLARK: Shareholders Approve Potential Liquidation
---------------------------------------------------------
Anthony Clark International Insurance Brokers Ltd. on April 16
disclosed that further to previous press releases dated March 13,
2014 and April 8, 2014, the Corporation has entered into a share
purchase agreement with Canada Brokerlink Inc. for the sale of all
of the shares of Anthony Clark Insurance Brokers Ltd. held by the
Corporation for cash consideration of approximately
CAN$13,000,000, subject to adjustment in certain circumstances.
The shareholders of the Corporation have approved: (i) the Sale
Transaction, which represents the sale of all or substantially all
of the Corporation's assets; (ii) the delisting of the Corporation
from the TSX Venture Exchange or, in the alternative, the transfer
of the listing of the Corporation's shares to the NEX Board of the
Exchange and (iii) the potential liquidation and dissolution of
the Corporation.

Further, the resolutions authorizing the Sale Transaction and
Winding Up were each approved by a special resolution of more than
two-thirds of the votes cast by shareholders present or
represented by proxy at the special meeting of shareholders held
on April 14, 2014.  The Sale Transaction and Winding Up were also
approved by a majority of votes cast by shareholders present or
represented by proxy at the Meeting, excluding the votes cast by
certain interested parties.  The resolutions authorizing the
De-Listing were approved by an ordinary resolution of a majority
of votes cast by shareholders present or represented by proxy at
the Meeting, excluding the votes of the Corporation's officers,
directors and insiders, pursuant to the Exchange policies.

The closing of the Sale Transaction is expected to occur on May 1,
2014.  The closing of the Sale Transaction, the De-Listing and the
Winding Up remain subject to the conditions and risk factors
described in Corporation's Management Information Circular dated
March 17, 2014.  The Sale Transaction also remains subject to
final regulatory approval.  It is anticipated that the initial
distribution of the available proceeds from the Sale Transaction
will be made to shareholders thirty (30) to sixty (60) days
following the closing of the Sale Transaction whether or not the
De-Listing or the Winding-Up are implemented.  Further information
regarding the De-Listing, Winding Up and the amount and timing of
distributions to shareholders will be provided in subsequent press
releases as such information becomes available.

Anthony Clark International Insurance Brokers Ltd., through its
subsidiaries, operates as a general insurance broker in Canada and
the United States.


ARCHDIOCESE OF MILWAUKEE: Disclosure Statement Approved
-------------------------------------------------------
The Archdiocese of Milwaukee on April 17 won bankruptcy court
approval of the disclosure statement explaining its Chapter 11
exit plan.

On April 11, 2014, the Official Committee of Unsecured Creditors
filed a Request for Status Conference on Plan Confirmation Issues
and Status Conference Statement.  Annysa Johnson, writing for the
Milwaukee Journal Sentinel, reported that attorneys for the
Committee, which includes sex abuse survivors, want to delay
acting on the disclosure statement and argued that the judge
should first decide a separate point of contention: whether the
archdiocese had the right to include in the reorganization plan
that a pending lawsuit over $60 million in archdiocesan cemetery
funds would be settled.

The Debtor responded in a six-page document filed April 16, saying
it does not believe that a status conference is necessary, nor is
the Request in the best interest of the estate.  The Debtor urges
the Court not to accept the Committee's request to bifurcate plan
confirmation issues into separate trials.

The Debtor said: "The Committee is using its status as a Committee
with derivative standing to hold the case hostage and prevent the
Debtor and the Court from considering a settlement proposal that
is in the best interest of the estate. Taken to its extreme, the
Committee's position would prevent this Court, despite its broad
equitable powers from ever approving a settlement over the
Committee's objection simply because the Committee obtained
derivative standing."

The Journal Sentinel reported that U.S. Bankruptcy Judge Susan V.
Kelley denied the Committee's request at Thursday's hearing,
saying she was determined to move the case forward.

"I am very sensitive to finishing this case," the judge told a
packed courtroom and more than 15 attorneys at the hearing.  "If
the plan can't be confirmed, it should be dismissed," said Judge
Kelley. "So, let's try to get there and make some decisions."

According to the Journal Sentinel, Jerry Topczewski, chief of
staff for Archbishop Jerome Listecki, lauded Kelley's decision to
move ahead with the disclosure statement.  "We have turned a
corner," Archbishop Topczewski said in an email. "And we want to
keep the proceeding moving forward so that . . . the archdiocese
can emerge from bankruptcy and continue its charitable, spiritual
and educational mission within this community."

The Journal Sentinel also noted that tempers flared at one point
dring the hearing, and Judge Kelley cut them off, saying, "This
case is hard enough without the mudslinging by the lawyers."

The report said Judge Kelley attempted Thursday to set a hearing
schedule for the reorganization plan but postponed that until
April 22 when lawyers could not come to an agreement on how to
move forward.

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

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

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

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

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

              Debtor Questions Panel's Independence

In the April 16 document, the Debtor also noted that the more
pertinent question is not whether the Archbishop's roles are
relevant, but rather whether the Committee is acting as a
fiduciary for all creditors, particularly in light of the
Committee's relationships with State Court Counsel.  The Debtor
explained that additional disclosures made under pressure from the
Debtor have highlighted relationships between the Committee's
counsel, Pachulski Stang Ziehl & Jones LLP, the Committee's
special constitutional counsel, Marci Hamilton, and State Court
Counsel, especially the law firm of Jeff Anderson & Associates.
These disclosures include the fact that the Anderson Firm was
paying $60,000 a year to Ms. Hamilton, that Ms. Hamilton is/was
co-counsel on over 30 separate lawsuits with the Anderson Firm,
and that the Committee has been retained by State Court Counsel in
nearly all religious entity chapter 11 proceedings that have been
filed, including retention post-petition by the post-petition
litigation trusts.  Only after the Debtor and the Office of the
United States Trustee pressed the issue did Ms. Hamilton, who is
acting as lead counsel on the Cemetery Trust appeals, make
additional disclosures.  She still fails to disclose the extent of
her advocacy work with respect to RFRA and the First Amendment,
and how such work, and the decision in this case on RFRA and the
First Amendment, would affect the cases on which she is co-counsel
with the Anderson Firm.

The Debtor said it requested this additional disclosure because
the Debtor is concerned that the Committee's and its counsel's
personal and economic conflicts are impeding the resolution of
this case.  Committee counsel will not disagree with the Anderson
Firm on any issue because doing so would likely hamper PSZJ's
ability to be retained in subsequent cases -- work that has proven
lucrative for PSZJ, because it has demonstrated that it is willing
to litigate every issue without regard to the chance of success
because the estate is paying for both its own attorneys and the
Committee's attorneys.  This is best exemplified by the fact that,
to the Debtor's knowledge, the Committee refused to make a
settlement offer to counsel for the Cemetery Trust to settle the
Cemetery Trust litigation in the nearly nine months since the
District Court decided against the Committee in the Cemetery Trust
litigation.

Further, the Debtor said, the Anderson Firm has worked diligently
to avoid disclosing that it stands to reap large fees from its
contingency recoveries in this type of case. It even goes so far
as to file, without precedent, its mandatory Bankruptcy Rule 2019
disclosures under seal to keep its fee arrangements from the
public. The obvious inference is that the Anderson Firm would
prefer that the details regarding allocation of the recoveries
made possible by the LMI Settlement remain unknown. The Anderson
Firm's Bankruptcy Rule 2019 statement would have told the
creditors in this case and the public the truth about how much of
any recovery in this case for any abuse survivor class will go to
the Anderson Firm, not the abuse survivors.

The Debtor also said the Anderson Firm promised large recoveries
in this case to the abuse survivors, and that is not reality. The
Anderson Firm and the Committee Counsel have a pattern that they
demand in all these cases -- to ignore legal rights and pressure
the constituents to ignore such legal rights, while demanding that
other creditors of the Debtor turn all money over to and allow the
State Court Counsel to decide how that money should be split up
among the abuse survivors.

"Tellingly, in other religious entity cases, the State Court
Counsel have taken their contingent fees out of plan distributions
before division among creditors, thereby making the unrepresented
creditors share in the payment of the State Court Counsel
claimants' fees," the Debtor said.

The Debtor is represented by:

     Daryl L. Diesing, Esq.
     Bruce G. Arnold, Esq.
     Francis H. LoCoco, Esq.
     WHYTE HIRSCHBOECK DUDEK S.C.
     555 East Wells Street, Suite 1900
     Milwaukee, WI 53202-3819
     Telephone: (414) 978-5523
     Facsimile: (414) 223-5000
     E-mail: ddiesing@whdlaw.com
             barnold@whdlaw.com
             flococo@whdlaw.com

                  About Archdiocese of Milwaukee

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

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

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

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

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


ASSOCIATED BANC-CORP: Fitch to Withdraw B+ Preferred Stock Rating
-----------------------------------------------------------------
Fitch Ratings plans to withdraw the ratings on Associated Banc-
Corp., Associated Bank and Associated Trust Company on or about
May 16, 2014, for business reasons.  Fitch currently rates
Associated Banc-Corp., Associated Bank, NA and Associated Trust
Company, NA as follows:

Associated Banc-Corp.

-- Long-term Issuer Default Rating (IDR) 'BBB';
-- Senior unsecured debt 'BBB';
-- Viability rating 'bbb';
-- Subordinated debt 'BBB-';
-- Preferred stock 'B+';
-- Short-term IDR 'F2';
-- Commercial paper 'F2'.

Associated Bank, NA

-- Long-term IDR 'BBB';
-- Viability rating 'bbb';
-- Long-term deposits 'BBB+';
-- Long-term senior debt 'BBB';
-- Short-term IDR 'F2'.

Associated Trust Company, NA

-- Long-term IDR 'BBB';
-- Viability 'bbb';
-- Short-term IDR 'F2'.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient.  Fitch believes that investors benefit from increased
rating coverage by Fitch and is providing approximately 30 days'
notice to the market on the withdrawal of Associated Banc-Corp.
ratings as a courtesy to investors.

Fitch's last rating action on Associated Banc-Corp. occurred on
Feb. 5, 2014.  Fitch upgraded its long-term ratings on Associated
Banc-Corp. to 'BBB' and short-term ratings to 'F2'.


ATHLON HOLDINGS: S&P Rates $500MM Unsecured Notes 'CCC+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' issue-level rating and '6' recovery rating to Ft. Worth,
Texas-based oil and gas exploration and production company Athlon
Holdings L.P.'s proposed $500 million unsecured notes due 2022.
S&P's '6' recovery rating on this debt indicates its expectation
for negligible (0% to 10%) recovery in the event of a payment
default.  The 'B' corporate credit rating and positive rating
outlook on Athlon remain unchanged.

The company plans to use proceeds from the debt offering, along
with equity, to fund an acquisition.  Athlon is acquiring
producing properties in the Permian Basin for $873 million in
cash, adding about 25% to its year-end 2013 proven reserve base
and current production levels.  Pro forma for the transaction,
Athlon's proven reserves will be 162 million barrels of oil
equivalent (mmboe) and production will be slightly more than
21,000 boe per day.  The properties (67% oil and 39% proved
developed) are located in and around Athlon's existing assets in
the Midland subbasin and thus S&P believes carry minimal
integration risk. The company expects the acquisition to close in
early June.

Although Athlon's credit protection measures weaken slightly
following the proposed acquisition and debt issuance, they remain
appropriate for the rating category, with funds from operations to
debt in the 30% to 45% range.

Standard & Poor's ratings on Athlon reflect its assessment of the
company's "weak" business risk and "aggressive" financial risk
profiles.  The positive outlook reflects S&P's expectation that
Athlon will continue to expand its proved developed reserves and
production while maintaining above-average profitability and
adequate liquidity.


AVIS BUDGET: Fitch Affirms 'BB-' LT Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) and debt ratings of Avis Budget Group, Inc. (ABG) and its
various Fitch-rated subsidiaries following the completion of its
car rental and fleet leasing peer review.  The Rating Outlook is
Stable.

The outlook for car rental companies remains Stable. Operating
performance is expected to remain stable in the near to medium
term.  Liquidity remains strong given good capital markets access
and stable operating cash flow generation.  The near-term
potential impact of rising interest rates is expected to be
modest, as increased funding costs can be sufficiently passed to
customers.  Cash flow and operating leverage is also expected to
remain relatively stable, as earnings growth is expected to offset
increased funding needs for capital spending on fleet replacement
or for acquisitive growth.

The car rental industry has consolidated considerably, resulting
in the top three rental car companies representing approximately
95% of the U.S. rental car market, according to Auto Rental News'
Fact Book 2013.  As a result, competition remains intense, as the
major players seek to increase market share and improve operating
margins.  Fitch expects the car rental companies will seek to
drive profitability and margins through optimizing efficiency and
improving operational leverage.

The buildup of risk vehicle fleets by rental car companies largely
reflects the continued strength in wholesale used vehicle prices,
which peaked in 2011.  A healthy used vehicle market allowed car
rental companies to extend the service lives of its fleet while
still realizing sufficient gains on sales at the time of
disposition.  Rental car companies have the flexibility to alter
the mix of its risk vehicles, depending on market conditions,
which also include manufacturer incentives and discount pricing
opportunities.  Fitch believes risk vehicles will likely comprise
a large, but declining share of the rental car fleet over the near
term, as wholesale used vehicle prices are expected to moderate
over the next two years.

Key Rating Drivers - IDRs and Senior Debt

ABG's ratings are supported by the strength of its brand and
franchise, its leading position in the on-airport rental market
and its record operating results in 2013.  ABG's liquidity profile
is strong given its increased corporate EBITDA and operating cash
flow generation, as well as its consistent access to the capital
markets.  The ratings also factor the cyclical nature and the
susceptibility of the business to the overall economy and to
potential slowdowns in travel volumes.  While ABG remains
susceptible to pricing pressures and passenger volumes in air
travel, Fitch believes the company is better positioned since the
crisis to manage cyclical downturns and maintain positive earnings
due to improvements in revenue and supplier diversity, operating
leverage, and liquidity and funding, though Fitch believes the
company remains somewhat reliance on secured funding sources.

The Stable Outlook reflects Fitch's expectation for continued
access to the capital markets through various market cycles, the
ability to sustain core operating cash flow generation, strong
liquidity and earnings growth in 2014, supported by incremental
corporate EBITDA generation and improved operating leverage.

ABG reported record revenues and the second highest level of
adjusted EBITDA in 2013, resulting from increased volume, revenue
contributions from Zipcar and Payless, and improved operating
leverage.  For 2014, the company is projecting top line revenue
growth of 6% and adjusted EBITDA growth of 12% compared to 2013.
ABG expects to drive revenue growth through increased volume and
improved pricing and to leverage its brands appropriately.
Adjusted EBITDA is expected to benefit from additional cost
synergies achieved through improving operating efficiencies
through its restructuring and integration efforts.  Fitch believes
that given ABG's prior record of integrating its businesses and
realizing its financial targets, these goals are achievable.

Fitch believes ABG's liquidity profile is strong given its
operating cash flow generation and consistent capital markets
access over the last several years. At year-end 2013, ABG had $693
million of unrestricted cash, $3.5 billion of availability under
its vehicle-backed facilities and $1.1 billion of availability
under its revolving credit facility.  The company's funding
profile remains primarily based on secured corporate debt and
securitizations, which is viewed by Fitch to be a rating
constraint.  As of Dec. 31, 2013, secured debt represented
approximately 78% of total long-term debt.  Fitch would view an
increase in unsecured debt in ABG's funding mix positively, as it
would add additional flexibility to the company's overall funding
profile.

Corporate leverage, as a function of corporate debt to adjusted
EBITDA was 4.4x as of Dec. 31, 2013, which is modestly higher than
2012 due to the $685 million of corporate debt raised to acquire
Zipcar during the first-quarter of 2013.  ABG manages its leverage
from a corporate leverage standpoint, net of unrestricted cash.
Net corporate leverage was 3.5x as of year-end 2013, compared with
2.8x one-year prior, which was the lowest level in years,
bolstered incremental earnings and lower corporate debt balances
through deleveraging and within the company's articulated target
of between 3x and 4x.  Fitch would view further improvements in
ABG's corporate leverage favorably and could generate positive
rating momentum in the longer term.

Rating Sensitivities - IDRS, Senior Debt

Fitch believes that positive ratings momentum is limited in the
near term, although over the longer term, ratings may be
positively influenced by sustained improvements in leverage and
liquidity, maintaining appropriate capitalization, and economic
access to the capital markets.  Additionally, ABG's ability to
realize operating synergies from its recent acquisitions and
successfully leverage its brands into stronger earnings
performance over time would also be viewed positively by Fitch.

Conversely, negative rating actions would be driven by material
deterioration in revenue and cash flow generation resulting from a
decline in passenger volumes, rental rates and used car values,
which would impair ABG's access to funding, liquidity, and/or
capitalization.  Leverage remaining at materially higher levels,
reduced commitment by management to reduce leverage, or an
inability to generate incremental revenues from acquisitions could
also yield negative rating actions.

Subsidiary and Affiliated Company Rating Drivers and Sensitivities

Avis Budget Finance PLC and Avis Budget Car Rental LLC are wholly-
owned subsidiaries of ABG.  The ratings are aligned with that of
ABG because of the unconditional guarantee provided by ABG and its
various subsidiaries.  Therefore, the ratings are sensitive to the
same factors that might drive a change in ABG's IDR.

Fitch has affirmed the following ratings:

Avis Budget Group, Inc.

-- Long-term IDR at 'BB-'.

Avis Budget Car Rental, LLC

-- Long-term IDR at 'BB-';
-- Senior secured term loan at 'BBB-';
-- Revolving credit facility at 'BBB-';
-- Senior unsecured debt at 'BB-'.

Avis Budget Finance PLC

-- Long-term IDR at 'BB-';
-- Senior unsecured debt at 'BB-'

The Rating Outlook is Stable.


BEACH 21ST STREET: Real Property to Be Auctioned Off May 23
-----------------------------------------------------------
Pursuant to a Judgment of Foreclosure and Sale dated August 21,
2013 and entered August 28, 2013, Alan Kestenbaum, Esq., as
Referee, will sell at public auction at the Queens County Supreme
Courthouse, 88-11 Sutphin Blvd., in Courtroom #25, Jamaica, NY on
May 23, 2014 at 10:00 a.m. the premises known as 436-438 Beach
44th Street, Far Rockaway, NY.  The approximate amount of lien is
$16,077.03 plus interest & costs.  The Premises will be sold
subject to provisions of filed judgment and terms of sale.

The case is, NYCTL 1998-2 TRUST and THE BANK OF NEW YORK, as
Collateral Agent and Custodian for the NYCTL 1998-2 TRUST,
Plaintiffs against BEACH 21ST STREET HOLDING CORP., et al
Defendant(s).  The plaintiff is represented by:

     SEYFARTH SHAW LLP
     620 Eighth Avenue, 32nd Floor
     New York, NY 10018-1405


BEVERLY HILLS BANCORP: Files to Preserve Tax Losses
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Beverly Hills Bancorp Inc., former owner of First
Bank of Beverly Hills, filed a petition for Chapter 11 protection
on April 15 in Delaware as a forbearance agreement was expiring in
connection with $25.8 million in trust-preferred securities.

According to the report, the bank subsidiary was taken over by
regulators in April 2009.  All other subsidiaries are inactive.

The balance sheet has assets of $8.5 million and debt totaling
$40.9 million, mostly on account of trust-preferred securities,
the report related. Assets include $6 million in cash, including
some that may be restricted to support indemnification obligations
running in favor of former executives who were sued.

The company has $116.2 million in net operating tax losses, which,
if properly handled, could create value for a Chapter 11 plan by
shielding future net income from taxation, the report further
related.  Consequently, the company is asking the bankruptcy judge
to bar large sales of claims so tax benefits aren't lost.

The company had been deferring payments on the trust-preferred
securities until March 7, when the deferral period ran out, the
report said.  Before the bankruptcy filing, the company had been
talking with creditors about a reorganization to preserve and
utilize the NOLs.

The case is In re Beverly Hills Bancorp Inc., 14-bk-10897, U.S.
Bankruptcy Court, District of Delaware (Wilmington).


BLOOMIN' BRANDS: S&P Rates $600MM Credit Facility 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to Bloomin' Brands Inc.'s new $600 million credit facility,
which consists of a $400 million revolving credit facility and a
$200 million term loan A.  The recovery rating is '1', indicating
S&P's expectation for substantial recovery (90%-100%) in the event
of default.

At the same time, S&P affirmed all other ratings on Bloomin'
Brands Inc. and its operating subsidiary, OSI Restaurant Partners
LLC, including the 'BB-' corporate credit rating and the 'BB+'
issue-level rating on the existing term loan B.  The outlook
remains positive.  According to the company, it will use proceeds
for the new facilities to pay down $400 million of the existing
term loan B and pay the related fees and expenses associated with
the transaction.

"The rating action reflects our expectation that operating
performance trend will remain good in the next 12 months with
positive same-store sales and unit expansion.  We also believe the
brand revitalization initiatives and cost savings from
productivity improvements will contribute to further modest margin
expansion in 2014 and 2015, despite commodity cost pressure and
still-weak discretionary consumer spending," said credit analyst
Helena Song.  "We expect debt leverage will decline to the low-3x
area in 2014 and further improve to around 3x in 2015, because of
continued EBITDA growth and modest debt reduction from free
operating cash flow."

The positive outlook on Bloomin' Brands reflects S&P's expectation
that continued positive operating momentum (mid- to high-single-
digit revenue growth) will contribute to further strengthening of
credit measures in the next 12 months, with debt leverage
declining to the low-3x area in 2014 and further improving to
around 3x at the end of 2015.

Upside scenario

S&P could raise the rating if the company achieves debt leverage
of 3.2x and below on a sustained basis.  This could occur if
EBITDA grows by 10% on low-double-digit revenue growth and stable
margins, while debt remains consistent.  The financial risk
profile would likely remain "significant" at the end of 2014.

Downside scenario

S&P could revise the outlook to stable if sales growth slows to 2%
while gross margin declines 100 basis points.  This would result
in debt leverage in the 3.8x area and above.  Although less
likely, a negative rating action could also occur if the company
adopts a more aggressive financial policy.


BOISE CASCADE: S&P Revises Outlook to Pos. & Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Boise, Idaho-based Boise Cascade Co. to positive from
stable and affirmed its 'B+' corporate credit rating on the
company.

At the same time, S&P affirmed its 'B+' issue-level rating on the
company's senior notes.  The recovery rating remains '4', which
indicates S&P's expectation that lenders will receive average
recovery (30% to 50%) in the event of a default.

"We revised our rating outlook to positive from stable following
the exit of the Boise Cascade's controlling financial sponsor.
Based on public filings, affiliates of private equity firm Madison
Dearborn Partners LLC no longer retain an interest in the company.
The outlook revision also signals that the company's debt to
EBITDA could improve to the low 2x area in 2014 from 2.7x in
2013," S&P noted.

"The positive outlook reflects our expectation for Boise Cascade's
cash flow and leverage measures to strengthen in the next year
along with increasing U.S. housing construction activity," said
Standard & Poor's credit analyst Tobias Crabtree.

S&P would upgrade Boise Cascade if the company's liquidity were to
remain strong and its cash flow and leverage measures continue to
improve such that leverage is likely to decrease below 2x
concurrent with U.S. housing starts returning to average
historical levels of about 1.5 million units per year.  Under this
scenario, S&P would anticipate Boise Cascade being able to
maintain cash flow and leverage measures more in line with a one-
notch higher rating through the cycle (i.e., debt to EBITDA on
average in the low 3x area).

A revision back to a stable outlook could occur if growth in
housing markets were to fall below S&P's expectations and a more
competitive pricing environment for wood products were to occur
such that EBITDA declined in 2014 and 2015 from 2013's level.
Alternatively, if the company's financial policies became more
aggressive, leading to a revision in its liquidity to "adequate,"
S&P could also revise the outlook back to stable.


BRUSH CREEK AIRPORT: Proposes May 15 General Claims Bar Date
------------------------------------------------------------
Brush Creek Airport, LLC, is asking the bankruptcy court to set a
May 15, 2014 bar date for filing proofs of claim.

The Debtor believes a general bar date of May 15 will provide the
creditors with sufficient notice and opportunity to file their
claims.  The bar date would apply to claims held or to be asserted
against the Debtor, whether secured or unsecured, priority or
nonpriority, contingent or noncontingent, liquidated or
unliquidated or disputed or undisputed.

                    About Brush Creek Airport

Brush Creek Airport, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014.
The Debtor has tapped Sender Wasserman Wadsworth, P.C., as
counsel.  It estimated assets of $10 million to $50 million and
debt of $1 million to $10 million.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due August 8, 2014.


BRUSH CREEK AIRPORT: Section 341(a) Meeting Set on May 15
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Brush Creek
Airport, LLC, is scheduled on May 15, 2014, at 1:30 p.m. at US
Trustee Room C.

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

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

Brush Creek Airport, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 14-14630) on April 10, 2014.  The
petition was signed by Richard A. Landy as president of general
partners of managing member.  The Debtor estimated assets of at
least $10 million and debts of between $1 million to $10 million.
Sender Wasserman Wadsworth, P.C., serves as the Debtor's counsel.
Judge Elizabeth E. Brown presides over the case.


C&K MARKET: Has Until April 21 to File Amended Plan Outline
-----------------------------------------------------------
Bankruptcy Judge Frank Alley has ordered C & K Market, Inc., to
file by April 21, 2014, an Amended Disclosure Statement and
Chapter 11 Plan to include modifications discussed at a recent
hearing.  Judge Frank Alley also ordered that by May 5, all
objection to the amended versions must be filed.

Banc of America Leasing & Capital, LLC, Deschutes County, James D.
and Debra A. Gillespie, U.S. Bank National Association, G & M
Rays, LLC, Yantis Enterprises, Inc., and the Official Committee of
Unsecured Creditors each filed objections to the Disclosure
Statement.

In response to those objections, Albert N. Kennedy, Esq., at
Tonkon Torp LLP, on behalf of the Debtor, said that after the
April 10 disclosure statement hearing, amended Plan documents
would be filed.

As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Plan provides 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, dated Jan. 31, 2014, also 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.

The Plan provides that each holder of a Small Unsecured Claim
($10,000 or less) will receive, within 90 days after the Effective
Date, a cash payment in an amount equal to 80% of its Allowed
Small Unsecured Claim.  The Plan provides that all existing Equity
Securities and Employee Equity Security Plans will be cancelled as
of the Effective Date.

The Plan and Disclosure Statement were filed 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, on
behalf of the Debtor.

A full-text copy of the Disclosure Statement is available at no
extra charge at http://bankrupt.com/misc/C&KMARKETds0131.pdf

                       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.


CALIFORNIA STATEWIDE: S&P Puts 'CCC' Bonds Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC (sf)' and
'CC (sf)' ratings on California Statewide Communities Development
Authority's multifamily housing revenue refunding bonds (Quail
Ridge Apartments Project), series 2002 E-1 and 2002 E-3,
respectively, on CreditWatch with negative implications.

"The placement of the ratings on CreditWatch with negative
implications reflects our view of the project's continued poor
operating performance to date, draws on the debt service reserve
funds, the exhaustion of all other reserve funds, the lack of
audited financial information, and the borrower's default on
certain covenants under the loan agreement," said Standard &
Poor's credit analyst Aulii Limtiaco.

According to the project manager, debt service payments in January
2014 were made on the bonds, without draws on the debt service
reserve funds.  However, the borrower has defaulted on its
continuing disclosure requirement and has not provided audited
financial information since 2011.  If financial information is not
received, S&P will withdraw the ratings.


CASH STORE: Moody's Lowers CFR & Sr. Debt Rating to 'C'
-------------------------------------------------------
Investors Service downgraded the Corporate Family and Senior
Secured debt ratings of Cash Store Financial Services Inc to C
from Ca.

Ratings Rationale

The rating downgrade reflects fact that the company has entered
creditor protection under the Companies' Creditors Arrangement Act
("CCAA") on 14 April 2014. Furthermore, the rating of C reflects
the low expected recovery rate for the company's senior secured
debt holders.

On February 13, 2014, the Registrar of the Ministry of Consumer
Services in Ontario refused to issue a broker's license, required
to continue offering the Line of Credit product, to the company
and in response Cash Store immediately ceased origination of this
product in the province. Over 30% of Cash Store's retail outlets
are located in Ontario and Moody's believes that their revenue,
and to an even greater extent their cash flows, were concentrated
in the Line of Credit product. As such, Moody's expects that the
company's inability to offer the Line of Credit product exerted
significant pressure on its liquidity position. On 14 April 2014,
the company requested court approval for a debtor-in-possession
financing facility.

The ratings are unlikely to be upgraded until Cash Store
successfully executes an operating plan aimed at generating enough
liquidity to fulfill rated debt service obligations.


CDS BUFFALO: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: CDS Buffalo Property Management LLC
        1186 Willow Creek Road
        Camdenton, MO 65020

Case No.: 14-60518

Chapter 11 Petition Date: April 18, 2014

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Hon. Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: 417-890-1000
                  Fax: 417-886-8563
                  Email: bk1@dschroederlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Daniel Smith, managing member.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/mowb14-60518.pdf


CHEMTURA CORP: Agrosolutions Deal No Impact on Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service has said that it views as credit
negative Chemtura Corporation's (Chemtura, Ba3 stable) recently
announced agreement to sell its agrochemicals business, Chemtura
AgroSolutions, to Platform Specialty Products Corporation
(Platform, B1 stable) for approximately $1 billion, or $950
million in cash and 2 million shares of Platform's common stock.
Moody's views this asset sale as credit negative for Chemtura.
This is because of the near-term loss in diversity and
profitability that AgroSolutions brought to Chemtura's portfolio,
along with uncertainty around the level of proceeds that will be
used for acquisitions or debt reduction versus shareholder
remuneration. However, Chemtura's ratings are unaffected by this
recent announcement as Moody's believes that, pro forma for the
asset sale and even under a downside scenario, Chemtura's credit
profile will still support a Ba3 rating.

Chemtura Corporation manufactures and sells application-focused
specialty chemicals. Chemtura operates in a wide variety of end-
use industries, including transportation, construction, packaging,
lubricants, plastics for durable and non-durable goods, and
electronics. Sales for the financial year-end December 2013 were
approximately $2.2 billion.


CLAIRE'S STORES: Moody's Affirms 'Caa1' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service changed Claire's Stores, Inc. rating
outlook to stable from positive. At the same time Moody's revised
Claire's Speculative Grade Liquidity rating to SGL-3 (adequate)
from SGL-2 (good). The Caa1 Corporate Family Rating and Caa1-PD
Probability of Default Rating were also affirmed.

The change in outlook to stable reflects that Claire's operating
earnings have notably fallen short of Moody's expectations at the
time the outlook was raised to positive. Thus, Moody's now
believes that Claire's EBITA to interest expense will remain below
1.0 time for the next twelve to eighteen months. The revision of
the Speculative Grade Liquidity rating to SGL-3 reflects Claire's
decline in cash balances to $58 million at February 1, 2014 from
$167 million at February 2, 2013 alongside weak cash flow. It also
acknowledges Moody's expectation that Claire's reduction in
capital expenditures in 2014 along with lower inventory purchases
will allow it to maintain break even free cash flow over the next
twelve months.

The following rating is revised:

  Speculative Grade Liquidity rating to SGL-3 from SGL-2

The following ratings are affirmed with LDG point estimate changes

  Corporate Family Rating at Caa1

  Probability of Default Rating at Caa1-PD

  $115 million senior secured revolving credit facility at B2 (to
  LGD 2, 29% from LGD 3, 30%)

  $1.1 billion senior secured first lien notes due 2019 at B2 (to
  LGD 2, 29% from LGD 3, 30%)

  $210 million senior secured first lien notes due 2020 at B2 (to
  LGD 2, 29% from LGD 3, 30%)

  $450 million senior secured second lien notes due 2019 at Caa2
  (LGD 4, to 59% from 63%)

  $320 million senior unsecured notes due 2020 at Caa2 (LGD 4, to
  59% from 63%)

  $260 million senior subordinated notes due 2017 at Caa3 (to LGD
  5, 89% from LGD 6, 94%)

Ratings Rationale

Claire's Caa1 Corporate Family Rating reflects its very high
leverage and weak interest coverage. Claire's debt to EBITDA was
8.7 times and EBITA to interest expense was 0.9 times for the
twelve months ended February 1, 2014. Moody's expects Claire's
credit metrics will remain weak over the next twelve months given
Claire's substantial level of debt (nearly $2.4 billion) and
continued earnings pressure. Moody's expects Claire's earnings to
modestly rebound off its low 2013 levels as it exits China (which
was not profitable), the launch of the exclusive Katy Perry
product, continued new store openings, and on-line growth.
However, Moody's anticipates that it will be challenging for
Claire's to materially grow earnings given the poor mall traffic
trends in the US and soft economic environment in Europe. Close to
40% of Claire's sales are in Europe.

Claire's Caa1 Corporate Family Rating is supported by its adequate
liquidity and lack of near dated debt maturities. Favorable rating
consideration is also given to Claire's value positioned price
points, international geographic presence, well known brand name,
and despite recent declines, its EBITDA margin remains high
relative to its specialty peers.

The stable outlook reflects Moody's expectation that Claire's
credit metrics will remain weak, particularly EBITA to interest
expense which Moody's expect will remain below 1.0 time. It also
reflects Claire's lack of near dated debt maturities and adequate
liquidity.

A higher rating would require Claire's operating performance to
improve or absolute debt levels to fall such that the company can
achieve and maintain EBITA to interest expense above 1.25 times
and debt to EBITDA approaching 7.0 times.

Ratings could be downgraded if Claire's operating performance,
liquidity, and/or interest coverage deteriorate, or if the
company's probability of default were to increase for any reason.

The principal methodology used in this rating was the Global
Retail Industry published in June 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Claire's Stores, Inc., headquartered in Hoffman Estates, IL, is a
specialty retailer of value-priced jewelry and fashion accessories
for pre-teens and young adults in 44 countries in North America,
Europe, the Middle East, Central America, and South America. It
operates 2,719 stores and franchises 421 stores under the Claire's
nameplate and operates 395 stores under the Icings name plate.
Revenues are about $1.5 billion. Claire's is owned by Apollo.


COLOR STAR: Court Extends Plan Exclusivity to May 14
----------------------------------------------------
Color Star Growers of Colorado, Inc., filed their first request to
enlarge the exclusive period during which only they may file a
plan under Sections 1121(b) and (c) of the Bankruptcy Code by 60
days to June 13, 2014 for the Plan Exclusivity Period and August
12, 2013 for the Solicitation Exclusivity Period.  The Debtors
explain that they sold substantially all of their assets in
January 2014 and, since then, have been resolving post-closing and
case administration issues, attempting to liquidate remaining
assets, "addressing numerous discovery and other issues involving
the Debtors and their records related to three non-bankruptcy
litigation, investigating possible litigation against various
parties, including the current bank group", and discussing cash
collateral usage and cost-effective and efficient resolution of
the cases with certain bank lenders and the committee of unsecured
creditors. The Debtors disclose that they hope to achieve a
resolution in the near future and that the additional 60 days will
allow estate representatives to finish investigations, assess
details of a chapter 11 liquidating plan, and propose a consensual
resolution of the cases.

The Debtors argue that, pursuant to Section 1121(d) of the
Bankruptcy Code, "cause" exists to enlarge the exclusivity periods
because the case is large and complex involving Debtors that
employed 600 people and hundreds of creditors with over $60
million of claims, along with extensive high stakes non-bankruptcy
litigation.  The Debtors further relate that they anticipate
future negotiations since the Debtors' and Committee's periods to
investigate certain lenders' claims, liens, and conduct will end
in April and that a final resolution of any such claims between
the Debtors, Committee, and lenders is the "single most important
unresolved contingency in these cases."  As a result, additional
time is needed to negotiate a plan and prepare adequate
information for a disclosure statement based upon the anticipated
developments.  Last, the Debtors state that they have satisfied or
provided for post-petition obligations, and that enlargement is
not sought to pressure or prejudice creditors.

The Creditors Committee 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.  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 said it 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.

In an order dated April 15, Bankruptcy Judge Brenda T. Rhoades
granted a limited extension of the Exclusive Periods.
Specifically, the Debtors' Plan Exclusivity Period is extended to,
and including, May 14, 2014.  The Solicitation Exclusivity Period
-- if the Debtors timely file a plan within the Plan Exclusivity
Period -- is extended to and, including, July 14, 2014.

The relief granted is without prejudice to the Debtors' right to
seek an additional extension of the Plan Exclusivity Period and
the Solicitation Exclusivity Period.

                        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.


CROFTON & SONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Crofton & Sons, Inc.
        10250 Woodberry Rd.
        Tampa, FL 33619

Case No.: 14-04208

Chapter 11 Petition Date: April 16, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Fax: 813-229-1811
                  Email: sstichter.ecf@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kevin D. Crofton, president.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


CW MINING: 10th Cir. Affirms BAP Ruling in Bank of Utah Dispute
---------------------------------------------------------------
The Chapter 7 Trustee for C.W. Mining Company filed a complaint
with the bankruptcy court seeking to recover a post-petition
transfer to the Bank of Utah.  The bankruptcy court granted
summary judgment in favor of the Bank, concluding the Bank was a
fully secured creditor and, thus, the transfer caused no damage to
the Estate.  After the Bankruptcy Appellate Panel affirmed the
ruling of the bankruptcy court, the Trustee elevated the matter to
the U.S. Court of Appeals for the Tenth Circuit.  In an April 15
decision, the Tenth Circuit affirmed the grant of summary judgment
to the Bank.

In August 2007, C.W. Mining, an entity operating a coal mine in
Utah, deposited $362,000 with the Bank; in turn, the Bank issued a
certificate of deposit to C.W. Mining in that same amount. In
January 2008, creditors filed an involuntary Chapter 11 bankruptcy
petition against C.W. Mining. In November 2008, the Chapter 11
proceeding was converted to a Chapter 7 proceeding and Kenneth
Rushton was appointed to administer the Estate. In February 2009,
the Bank liquidated the certificate of deposit, which then had a
value of $383,099.  Utilizing its common-law right of offset, it
applied the proceeds to the balance owing on two of three
promissory notes executed by C.W. Mining in favor of the Bank in
2005, 2006, and 2007.  Although the Bank knew of the bankruptcy
proceeding when it liquidated the certificate of deposit, it did
not inform the Chapter 7 Trustee.  The Trustee became aware of the
transfer after the Bank assigned its remaining secured interest in
the promissory notes and loan agreements to a third party and the
third party sought payment from the Estate.  The Chapter 7 Trustee
commenced the adversary proceeding seeking to recover $383,099
from the Bank.

The appellate case is, Gary E. Jubber, Appellant, v. Bank Of Utah;
Hiawatha Coal Company, Inc.; P.P.M.C., Inc., Appellees, No. 12-
4174 (10th Cir.).  A copy of the Tenth Circuit's April 15, 2014
decision is available at http://is.gd/mJPRjwfrom Leagle.com.

Michael N. Zundel, Esq. -- T. Edward Cundick, Esq., with him on
the briefs -- at Prince, Yeates & Geldzahler, Salt Lake City,
Utah, for the Chapter 7 Trustee.

P. Matthew Cox, Esq., at Snow Christensen & Martineau, and Steven
J. McCardell, Esq., at Durham Jones & Pinegar, P.C. -- David F.
Klomp, Esq., and Jessica G. Peterson, Esq., at Durham Jones &
Pinegar, P.C.; Kim R. Wilson, Esq., Snow Christensen & Martineau;
and Peter W. Guyon, Esq., at The Law Office of Peter W. Guyon,
P.C., with them on the briefs -- represent the Bank.

                         About C.W. Mining

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operated the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  In November 2008, the
Chapter 11 case was converted to a Chapter 7 liquidation
proceeding.  Kenneth A. Rushton serves as the Chapter 7 Trustee,
and is represented by Brent D. Wride, Esq., at Ray Quinney &
Nebeker, in Salt Lake City.  Gary E. Jubber later substituted Mr.
Rushton as Chapter 7 Trustee.


CW MINING: Tenn. Valley Authority Wins Summary Judgment
-------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier on March 31 issued his Findings
and Conclusions in Support of Order Granting Tennessee Valley
Authority's Motion for Summary Judgment in the adversary
proceeding captioned as, Kenneth A. Rushton, Chapter 7 trustee,
Plaintiff, v. Tennessee Valley Authority and Standard Industries,
Inc., Defendants, Adv. Proc. No. 10-2816 (Bankr. D. Utah).

The adversary proceeding is one of many brought by the Chapter7
Trustee that puts the relationship between the Debtor and Standard
Industries, Inc. at issue.  In a related consolidated adversary
proceeding, the Bankruptcy Court has entered partial summary
judgment -- Agency Ruling -- finding that Standard acted as the
Debtor's authorized agent for the sale of coal, with authority to
request and receive payments from coal purchasers, including TVA.
Subsequent to the Agency Ruling, TVA filed its motion for summary
judgment and dismissal of this adversary proceeding, and the
Trustee filed his motion for partial summary judgment.

According to Judge Mosier, because the Estate has already received
what the Trustee seeks to recover from TVA and because the Trustee
seeks to enforce an improper and unenforceable lien, the Court
will grant TVA's motion for summary judgment and deny the
Trustee's motion for partial summary judgment.

C.O.P. Coal Development Company and the Debtor entered into a Coal
Operating Agreement in March 1997, which permitted the Debtor to
mine coal from the Bear Canyon Mine. Standard began acting as the
Debtor's agent for the sale of coal as early as 2001, and on March
5, 2007, the Debtor and Standard entered into a written Coal Sales
Agency Agreement. The Agency Agreement appoints Standard as the
Debtor's exclusive sales agent for coal mined during the term of
the Agency Agreement. Although the Agency Agreement contains
ambiguities, it is not ambiguous with respect to Standard's agency
relationship with the Debtor for the sale of coal and the
collection of payments on coal purchases. In August 2002, the
Debtor entered into a coal purchase agreement with TVA.

The Debtor, Standard and TVA maintain that TVA was advised by the
Debtor and Standard that all of the Debtor's interest in any
amounts due under the TVA Contract was assigned to Standard as of
August 8, 2002.  Between August 2002 and June 2008, Standard
invoiced TVA for coal purchased pursuant to the TVA Contract, and
TVA paid the invoiced amount to Standard.

On Oct. 30, 2007, Aquila, Inc. obtained a $24,841,988 judgment
against the Debtor in the United States District Court for the
District of Utah.  On Nov. 16, 2007, the District Court issued a
writ of garnishment, which was served on TVA. The writ of
garnishment directed TVA not to pay the Debtor money that was due
to the Debtor.  On Dec. 18, 2007, the District Court issued a
second writ of garnishment, which was served on TVA. The second
writ of garnishment was a continuing writ and directed TVA not to
pay the Debtor money that was presently due to the Debtor or that
would became due to the Debtor in the future.

TVA timely responded to both writs of garnishment and the
accompanying interrogatories.  TVA explained that payments for
coal it had purchased pursuant to the TVA Contract were owed to
Standard under the terms of the Standard Assignment, and
identified the Standard invoices that were unpaid at the time TVA
received the Garnishment Writs.  The invoices Aquila attempted to
garnish totaled $2,510,550.  TVA complied with the Garnishment
Writs and withheld payment of the Garnished Accounts prior to the
bankruptcy filing.

Standard opposed Aquila's garnishment, asserting its ownership of
the Garnished Accounts, and the District Court held a status
conference on Jan. 3, 2008.  Aquila, the Debtor, and Standard had
been involved in settlement discussions and Aquila's counsel
specifically moved the District Court to release $2,000,000 of the
Garnished Accounts to the Debtor, but Aquila's motion was not
ruled on at the status conference.  The District Court scheduled
an additional status conference for Feb. 1, 2008 and a hearing to
consider Standard's motion to quash the Garnishment Writs for
February 27, 2008, but those hearings were never held.  On Jan. 8,
2008, Aquila, along with two other petitioning creditors, filed an
involuntary Chapter 11 bankruptcy petition against C.W. Mining.

There is no assertion by any party that either the Debtor or
Standard ever terminated Standard's agency relationship. In fact,
Charles Reynolds (Debtor's President) asserts that postpetition he
reaffirmed to Aaron Kingston (Standard's Contract Administrator)
that the Debtor and Standard would continue to conduct business as
they had before the involuntary petition was filed.

Although Aquila did not specifically release its garnishment, it
did promptly file a "Notice of Involuntary Bankruptcy Case Against
C.W. Mining Company, and Limited Response of Aquila to Motion by
Standard Industries to Quash Aquila's Garnishments" with the
District Court and served it on TVA.  In the Notice of Involuntary
Bankruptcy, Aquila asserted that the "bankruptcy petition operates
as an automatic stay" and that the bankruptcy court "should
address issues related to outstanding writs of garnishment, unless
or until the automatic stay in bankruptcy is lifted."

After the bankruptcy petition was filed, the District Court
entered an order referring the garnishment matter to the
bankruptcy court.  After it initiated the involuntary petition,
Aquila did not seek relief from the automatic stay and never
asserted it was entitled to the garnished funds or made any effort
to enforce the Garnishment Writs.  Postpetition, Aquila filed a
motion in the bankruptcy case for an order preserving and
protecting assets of the Estate, but did not seek to restrain the
Debtor's receipt or use of accounts receivable.

Soon after the involuntary petition was filed, Standard informed
TVA that the Debtor would be forced to shut down its operations if
TVA did not immediately pay Standard the invoices that were due
under the TVA Contract.  TVA then paid Standard the $2,510,550 it
had withheld pursuant to the Garnishment Writs.  TVA made no
effort to file an accounting pursuant to 11 U.S.C. Sec. 543(b)(2)3
and Fed. R. Bankr. P. 6002 with the Bankruptcy Court.

On Sept. 26, 2008, an order for relief was entered in the Debtor's
involuntary bankruptcy proceeding. The Debtor's case was converted
to a case under chapter 7 and the Trustee was appointed. The
Trustee filed an avoidance action against Aquila to recover
alleged preference payments, was able to avoid Aquila's
garnishment lien, and obtained a judgment in the amount of
$249,991, which Aquila satisfied.

On Sept. 30, 2013, the Court entered the Agency Ruling in
consolidated adversary proceeding no. 11-8002. The Agency Ruling
held that Standard acted as the Debtor's authorized agent for the
sale of coal during the postpetition period until the order for
relief was entered (Gap Period), with authority to request and
receive Gap Period payments from coal purchasers.

In his complaint the Chapter 7 Trustee alleged that TVA paid the
Garnished Accounts to Standard and not the Debtor, and therefore
remains liable to the Estate.  Until the Court's Agency Ruling,
there was a genuine issue of material fact regarding Standard's
authority to act as the Debtor's agent. While Standard's
relationship to the Debtor has not been fully resolved, the Agency
Ruling did establish that Standard was the Debtor's agent with
authority to request and receive Gap Period payments from coal
purchasers.  TVA brought its summary judgment motion as a result
of the Court's Agency Ruling.  TVA asserts Standard was the
Debtor's authorized agent to receive payments from coal
purchasers, and TVA's payments to Standard were payments to the
Debtor.

According to Judge Mosier, TVA correctly maintains that it paid
the Garnished Accounts to the Debtor.  The Court acknowledges that
the Trustee disagrees with the Agency Ruling, but in light of that
ruling, the Court fails to see the merit in the Trustee's argument
that TVA should pay to the Trustee what it has already paid to the
Debtor.

Judge Mosier also held that, because the Debtor received the
Garnished Accounts, the Estate was not injured by TVA's payment to
the Debtor.  The Trustee, as representative of the Estate, has no
standing to assert claims against TVA for the Garnished Accounts
that were paid to the Debtor because there is no "injury in fact."

Judge Mosier also explained that the fact that this case was
commenced as an involuntary chapter 11 case and the Debtor in
possession received the payment makes no difference.  Although not
expressly stated by the Trustee, his real objection is that TVA
paid the Garnished Accounts to the Debtor's agent, Standard, and
they are not available to the Trustee at this time. If Standard
misused the funds it received in its capacity as agent, the
Trustee may have a claim against Standard (one of many claims he
has in fact asserted against Standard) but he has no claim against
TVA.

A copy of Judge Mosier's March 31, 2014 Findings and Conclusions
is available at http://is.gd/8sWJmvfrom Leagle.com.

                         About C.W. Mining

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operated the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  In November 2008, the
Chapter 11 case was converted to a Chapter 7 liquidation
proceeding.  Kenneth A. Rushton serves as the Chapter 7 Trustee,
and is represented by Brent D. Wride, Esq., at Ray Quinney &
Nebeker, in Salt Lake City.  Gary E. Jubber later substituted Mr.
Rushton as Chapter 7 Trustee.


CW MINING: Ch.7 Trustee Entitled to $2.79-Mil. UEI Receivable
-------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier ruled on a dispute whether the
estate of C. W. Mining Company, dba Co-Op Mining Company, or
Standard Industries, Inc. is entitled to $2,797,246.79 that
UtahAmerican Energy, Inc. deposited with the Court.  Aquila, Inc.
filed a Motion for Partial Summary Judgment, in which Kenneth A.
Rushton, the Chapter 7 Trustee, joined, seeking a declaration that
the Trustee is entitled to the UEI Receivable for the benefit of
the Estate's creditors.  Standard opposes Aquila's Motion, arguing
that summary judgment is premature because there is a genuine
factual dispute regarding ownership of the UEI account.  UEI makes
no claim to the UEI Receivable.

According to Judge Mosier, the Debtor executed a contract with UEI
for the sale of coal and later assigned its right to payment under
that contract to Standard but did not assign the contract. There
is no genuine dispute that Standard did not have a separate
account with UEI, and the invoices that Standard sent to UEI do
not establish a separate account. The assignment of the UEI
Agreement proceeds to Standard is subject to perfection under
Article 9 of the UCC.  Because Standard did not properly perfect
its interest in the UEI Receivable, the Trustee is entitled to it
for the benefit of the Estate's creditors. Therefore, the Court
will grant Aquila's Motion for Summary Judgment.

The cases are, KENNETH A. RUSHTON, Chapter 7 Trustee, Plaintiff,
v. STANDARD INDUSTRIES, INC., ABM, INC., FIDELITY FUNDING COMPANY,
SECURITY FUNDING, INC., WORLD ENTERPRISES, UTAHAMERICAN ENERGY,
INC., Defendants; and UTAHAMERICAN ENERGY, INC. Counter-Plaintiff,
Cross-Plaintiff and Third-Party Plaintiff v. KENNETH A. RUSHTON,
Chapter 7 Trustee, Counter-Defendant, STANDARD INDUSTRIES, INC.,
Cross-Defendant, and AQUILA, INC., Third-Party Defendant, Adv.
Proc. No. 09-2047 (Bankr. D. Utah).  A copy of the Court's March
31, 2014 Memorandum Decision is available at http://is.gd/B4874k
from Leagle.com.

Brent D. Wride, Esq., at Ray, Quinney & Nebeker, P.C., represents
Aquila, Inc.

Michael N. Zundel, Esq., and Daniel C. Dansie, Esq., at Prince,
Yeates & Geldzahler, represent the Chapter 7 Trustee.

P. Matthew Cox, Esq., and Kim R. Wilson, Esq., at Snow,
Christensen & Martineau, represent Standard Industries, Inc.

                           *     *     *

Christopher Smith Jr., Esq., at Meyer, Unkovic & Scott, in an
article at the Pittsburgh Post-Gazette, said that in recording the
name of a debtor in financing documents, a creditor must make
certain that every letter, space and punctuation mark conforms to
the exact name of the debtor as registered in public documents.
The creditor may also consider having an attorney do a search of
public records before filing to make sure the name and other
information about the debtor is absolutely correct.

Mr. Smith noted that in a recent bankruptcy court ruling, a
creditor lost its security interest in the assets of a bankrupt
company because it left two periods and one space out of its paper
work.  Mr. Smith recounted that C. W. Mining Co. went into Chapter
11 bankruptcy owing Standard Industries for advance payments. In
filing a required (UCC-1) financing statement, Standard spelled
the name of the company as "CW Mining Company" rather than "C. W.
Mining Company," leaving out the two periods and a space in the
name.  The trustee of the bankrupt company sought to avoid the
security interest of Standard. At trial, the director of the Utah
agency that collects UCC-1 financing statements said that the
search of its database could only retrieve exact name matches,
which meant a search for "CW Mining Company" came up blank.  The
bankruptcy court ruled that Standard did not have a security
interest in the assets of the bankrupt mining company, citing the
inability to retrieve the financing statement as proof that the
financing statements were "seriously misleading."  On appeal, the
district court agreed with the bankruptcy court, stating that Utah
law requires that to secure a creditor's interest, the financing
statement must provide the exact name of the debtor that appears
in the public records.

                         About C.W. Mining

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operated the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  In November 2008, the
Chapter 11 case was converted to a Chapter 7 liquidation
proceeding.  Kenneth A. Rushton serves as the Chapter 7 Trustee,
and is represented by Brent D. Wride, Esq., at Ray Quinney &
Nebeker, in Salt Lake City.  Gary E. Jubber later substituted Mr.
Rushton as Chapter 7 Trustee.


DISCOVER FINANCIAL: Fitch Raises Preferred Stock Rating to 'BB-'
----------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Ratings
(IDRs) of Discover Financial Services (DFS) and Discover Bank (DB)
to 'BBB+' from 'BBB' and affirmed the short-term IDRs of both
entities at 'F2'.  The Rating Outlook is Stable.  A full list of
ratings is detailed at the end of this release.

The ratings upgrade reflects the company's strong operating
performance over time, superior asset quality, adequate liquidity,
and robust capital levels relative to other similarly rated
financial institutions.  Furthermore, Discover's expansion into
new consumer asset classes, in particular private student lending
and personal lending has continued at a measured pace while credit
performance has performed in line with expectations as the
portfolios have seasoned.

Ratings remain constrained by Discover's outsized exposure to
consumer lending, lack of meaningful revenue and funding
diversity, and heightened legislative and regulatory scrutiny of
consumer products.  Discover's weaker company profile as evidenced
by its smaller market share relative to peers (e.g. Visa,
MasterCard and American Express) also remains a ratings
constraint.

Fitch's Stable Outlook reflects the view that positive rating
momentum is limited.  Furthermore, the outlook incorporates
Fitch's expectation for earnings consistency, prudent portfolio
growth, peer-superior asset quality, and the maintenance of
adequate liquidity and strong risk-adjusted capitalization.  While
Discover will reduce capital ratios to its targeted range over
time, Fitch expects the bank to do this in a prudent manner.

Key Ratings Drivers

Discover's ability to generate strong and consistent operating
performance over time remains a ratings strength.  Net income
increased to $2.4 billion in 2013, up 4% from the prior year.  The
increase was driven by strong credit trends, loan growth, and net
interest margin expansion.  Fitch expects Discover to post another
solid year of operating performance in 2014 driven, in part, by
loan growth, strong net interest margins, and expense discipline.
Fitch believes these factors will help partially offset an
expected reduction in reserve releases.  Discover released $140
million of reserves in 2013, down from $457 million in 2012 and $1
billion in 2011.

Credit quality remains strong but will likely begin to normalize
in 2014. Net charge-offs (excluding PCI loans) declined to 2.14%
in 2013, down 31 basis points (bps) from the prior year period.
Net charge-offs on the credit card portfolio declined 35 bps year-
over-year (yoy) to 2.21% in 2013 and were significantly below
industry peers.  Credit performance within the company's personal
loan and student loan portfolios remained strong in 2013.  That
said, Fitch expects private student loan delinquencies and charge-
offs to continue to gradually rise as the portfolio seasons and
more loans enter repayment.

Discover maintains adequate liquidity, with $18.1 billion of
contingent liquidity consisting of $11.1 billion primary liquidity
(cash and equivalents plus liquid securities) and $7 billion of
ABS conduit capacity at Dec. 31, 2013.  Furthermore, approximately
$17 billion of the company's loan portfolio had a maturity of one
year or less.  Total available liquidity compares to $4.3 billion
of ABS maturities and $12.2 billion of deposit maturities over the
next 12 months (as of Dec. 31, 2013).

Liquidity at the parent company is also adequate, with no schedule
debt maturities until 2017 and approximately $1.8 billion of
liquidity to cover annual interest ($58 million) and dividend
payments ($326 million common, $37 million preferred).

Discover has made progress in enhancing its funding profile,
including increasing the mix of deposits to 68% of total funding
at year-end (YE) 2013 from 40% in mid-2007.  That said, Fitch
views Discover's profile which remains reliant on the capital
markets and internet-based deposits, including a sizeable mix of
brokered deposits, as a constraint on further positive ratings
momentum.  The durability of Discover's internet-based deposit
platform over time and in a rising rate environment will be a key
determinant in evaluating the strength of Discover's funding
profile.

Capitalization continues to be a rating strength. Discover ended
2013 with a Tier I common (T1C) ratio of 14.3%, up 70 bps from the
year-ago period and well-above similarly rated financial
institutions.  Although Fitch expects capital levels to gradually
decline over time as organic growth and acquisitions are balanced
with capital returns to shareholders.

Rating Sensitivities

Prudent Expansion Beyond Cards: Consistent market share gains,
increased revenue diversity, and strong credit performance in non-
card loan categories over time may support positive ratings
momentum.  Other factors supporting positive rating actions may
include market share gains in card payments, enhanced funding
flexibility and/or further clarity on regulatory and legislative
issues (particularly as it relates to the student loan sector).

Deteriorating Operating Performance: Negative rating action could
be driven by a decline in earnings performance, resulting from a
decrease in market share or an inability to contain costs, a
weakening liquidity profile, significant reductions in
capitalization, and/or potential new and more onerous rules and
regulations.  Negative rating momentum could also be driven by an
inability of DFS to maintain its competitive position and earnings
prospects in an increasingly digitized payment landscape.

Fitch has taken the following rating actions:

Discover Financial Services

-- Long-term IDR upgraded to 'BBB+' from 'BBB';
-- Short-term IDR affirmed at 'F2';
-- Viability Rating upgraded to 'bbb+' from 'bbb';
-- Senior debt upgraded to 'BBB+' from 'BBB';
-- Preferred stock upgraded to 'BB-' from 'B+';
-- Support affirmed at '5'; and
-- Support Floor affirmed at 'NF'.

Discover Bank

-- Long-term IDR upgraded to 'BBB+' from 'BBB';
-- Short-term IDR affirmed at 'F2';
-- Viability Rating upgraded to 'bbb+' from 'bbb';
-- Short-term Deposits affirmed at 'F2';
-- Long-term Deposits upgraded to 'A-' from 'BBB+';
-- Senior debt upgraded to 'BBB+' from 'BBB';
-- Subordinated Debt upgraded to 'BBB' from 'BBB-';
-- Support affirmed at '5'; and
-- Support Floor affirmed at 'NF'.


DRIVETIME AUTOMOTIVE: Moody's Affirms B3 CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
("CFR") of DriveTime Automotive Group, Inc. and the B3 rating on
the Senior Secured Notes, co-issued by DriveTime and DT Acceptance
Corporation.

Ratings Rationale

The B3 Corporate Family Rating reflects the risks inherent in the
company's business model where DriveTime sells used vehicles to
subprime customers at a significant markup and provides financing
of their purchases. Other rating inputs include concerns about
capital quality, reliance on confidence-sensitive wholesale
funding with relatively short tenor, as well as corporate
governance concerns.

The company's business model, which involves a sale of used cars
at a significant markup to subprime customers, exposes DriveTime
to political, regulatory and litigation risks. Regulatory focus on
dealers and lenders operating in the subprime consumer segment has
heightened in recent years. As a result, areas that could be
subject to greater regulatory scrutiny include vehicle cost
markup, as well as the company's marketing, underwriting and
collection practices.

Moreover, Moody's notes quality of capital concerns as the cash
collected from the customer at the time of sale is a small part of
the vehicle's cost and the balance of the car price is financed by
DriveTime, collected over time, and subject to very high default
rates. While the unbundling of the vehicle price and the service
contract, which has been rolled out company-wide at the end of
2013, delays a significant part of ancillary product revenue
recognition, previously done at the time of sale, until Year 1 of
the contract life, it does not change the timing of cash flows
that DriveTime receives from the customer. Finally, Moody's notes
that DriveTime's significant related party transactions raise
questions about the company's governance and act as a credit
constraint.

DriveTime's dependence on confidence-sensitive wholesale funding
also constitutes an important rating factor. Reliance on market-
sensitive funding facilities subjects the company to refinancing
risk as well as to potential fluctuation in financing costs.
Moody's recognizes that the firm has improved its warehouse
facility terms, including the elimination of mark-to-market
triggers and increased tenor of the facilities in recent years.
However, these developments do not substantially mitigate the
company's vulnerability to disruption in access to external
funding.

Rating Outlook

The rating outlook is stable, reflecting Moody's expectation that
the company will continue to exhibit satisfactory operating
performance without compromising its leverage, capital or
liquidity position.

What Could Change the Rating - Up

The ratings could go up if DriveTime further enhances its funding
profile, including to increase the average tenor of its debt
facilities. Ratings could also go up if Moody's has more certainty
that current heightened regulatory focus will not result in
material negative effects.

What Could Change the Rating - Down

The ratings could go down due to capital and liquidity depletion
below acceptable tolerances, for example due to decreased core
profitability or material negative regulatory developments.

DriveTime is a used car dealership and finance company,
headquartered in Phoenix, Arizona.


EAGLE FALLS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eagle Falls Partners Limited Partnership
        3311 S. Rainbow Boulevard, Suite 209
        Las Vegas, NV 89146

Case No.: 14-12610

Chapter 11 Petition Date: April 16, 2014

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

Judge: Hon. August B. Landis

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Ave. #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702)227-0015
                  Email: TTHOMAS@TTHOMASLAW.COM

Total Assets: $9.21 million

Total Liabilities: $1.69 million

The petition was signed by William B. Dyer, president, Integrated
Financial Associates, Inc., general partner.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-12610.pdf


EMMIS OPERATING: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned Emmis Operating Company a B2
Corporate Family Rating and a B3-PD Probability of Default Rating.
Moody's also assigned a B2 to the proposed credit facilities,
consisting of a $20 million senior secured revolver and a $185
million senior secured term loan. Proceeds from the credit
facilities will be used to fund the acquisition of WBLS/WLIB radio
stations in New York for $131 million plus LMA payments, refinance
$54 million of outstanding debt, and pay transaction related
expenses. In addition, Moody's assigned an SGL -- 2 Speculative
Grade Liquidity Rating and the rating outlook is stable.

Assigned:

Issuer: Emmis Operating Company

Corporate Family Rating (CFR): Assigned B2

Probability of Default Rating (PDR): Assigned B3-PD

Speculative Grade Liquidity (SGL) Rating: SGL -- 2

$20 million 1st Lien Sr Secured Revolver: Assigned B2, LGD3 --
34%

$185 million 1st Lien Sr Secured Term Loan (two draw downs of
$109 million and $76 million): Assigned B2, LGD3 -- 34%

Outlook Actions:

Issuer: Emmis Operating Company

Outlook is Stable

Ratings Rationale

The assigned B2 Corporate Family Rating reflects Emmis' high debt-
to-EBITDA of 5.4x as of February 28, 2014 (including Moody's
standard adjustments, pro forma for the acquisition of WBLS/WLIB)
and dependence on New York and Los Angeles markets for 71% of
radio broadcast cash flow. Ratings incorporate ongoing media
fragmentation as well as the cyclical nature of radio advertising
demand partially offset by the company's good operating
performance and presence in the #1 and #2 U.S. markets. Looking
forward, Moody's expect broadcast revenue will increase in the low
single digit percentage range over the next 12-18 months supported
by stable local economies in key markets. Radio operations
generate good segment EBITDA margins of 34%; however, reported
consolidated EBITDA margins of 17% are below the company's
broadcasting peers due largely to the negative impact of mid
single digit percentage margins for Emmis' publishing group.
Moody's expect Emmis to generate more than 7% free cash flow-to-
debt excluding temporary monthly LMA payments leading up to the
second acquisition payment in February 2015. Management targets
reported debt-to-EBITDA of 3.0x to 3.5x and ratings incorporate
Moody's  expectation that the company will apply most of its free
cash flow to reduce debt balances and improve leverage consistent
with its target range. Moody's expect the company to have good
liquidity with free cash flow generation, cash balances of $3
million or more and full availability under the proposed $20
million revolver.

Moody's notes the transaction will be completed in two steps with
an initial $109 million to be funded at closing in June 2014 and
the second $76 million to be funded in February 2015. Given FCC
approval for the acquisition is required prior to the first
closing, expected to be in June 2014, and all of the $76 million
second payment will be held in an escrow account controlled by
Emmis, Moody's believe there is minimal risk to completion of the
transaction no later than February 2015 once closing occurs in
June 2014.

The stable outlook reflects Moody's expectation that the company
will track to its operating plan over the next 12-18 months with
debt-to-EBITDA ratios improving from initial levels. Moody's
expects the company to maintain free cash flow-to-debt of 7% or
more (excluding temporary monthly LMA payments through February
2015). The outlook does not incorporate debt financed acquisitions
or significant investments or shareholder distributions over the
next 12 months. Ratings could be downgraded if debt-to-EBITDA is
sustained above 5.75x (including Moody's standard adjustments) due
to underperformance in one or more key radio markets as a result
of heightened competition or economic weakness or due to
unexpected losses in the publishing segment, debt financed
acquisitions, or investments. Ratings could also be downgraded if
liquidity were to deteriorate resulting in free cash flow-to-debt
falling to the low single digit percentage range (including
Moody's standard adjustments), limited revolver availability, or
deterioration in the EBITDA cushion to financial covenants.
Revenue concentration in two markets weighs on ratings; however,
Moody's could consider a rating upgrade if debt-to-EBITDA is
sustained comfortably below 4.75x reflecting good advertising
demand in key markets. Enhanced liquidity including low double
digit percentage free cash flow-to-debt and increasing EBITDA
cushion to financial maintenance covenants will also be required
for an upgrade.

Headquartered in Indianapolis, IN, Emmis Operating Company will
own or operate 19 FM and four AM radio stations pro forma for the
acquisition of WBLS-FM and WLIB-AM and including one FM station
under an LMA with ESPN/Disney serving New York, Los Angeles, St.
Louis, Austin (50.1% controlling interest), Indianapolis, and
Terre Haute. The company also publishes six city and regional
magazines. Jeffrey Smulyan, Chairman, CEO and President, owns
roughly 16% of the economic interest in the company and controls
approximately 61% of voting power through a dual class share
structure. Emmis reported revenue of $205 million for the 12
months ended February 29, 2014 (excludes pending acquisition).


ENDEAVOR ENERGY: S&P Retains 'B+' Rating Following $100MM Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' issue-level
rating and '4' recovery rating on Endeavor Energy Resources L.P.'s
senior unsecured notes due 2021 are unchanged following the
company's proposed $100 million add-on.  The '4' recovery rating
indicates S&P's expectation of average (30% to 50%) recovery in
the event of a payment default.  S&P notes that if Endeavor were
to increase the add-on amount by more than $25 million, the issue
rating would fall to 'B', reflecting the fact that the recovery on
the unsecured debt would decline to modest (10% to 30%),
consistent with a recovery rating of '5'.

The ratings on Endeavor Energy Resources reflect a modest,
primarily oil, proven reserve base and substantial acreage
position concentrated in the Permian Basin of West Texas and a
relatively high cost structure.  Ratings also incorporate capital
spending that S&P expects to exceed cash flow by a modest amount
and moderate leverage.  Standard & Poor's characterizes the
company's business risk profile as "weak," its financial risk
profile as "aggressive," and its liquidity as "adequate," pro
forma for the notes issuance.  Endeavor is a privately held oil
and gas exploration and production company founded and controlled
by Autry Stephens, a petroleum engineer with significant operating
experience in West Texas.

Ratings List

Endeavor Energy Resources L.P
Corporate credit rating                 B+/Stable/--
  $350 mil sr unsecured notes due 2021   B+
   Recovery rating                       4


ENERGY FUTURE: Misses Deadline for Filing 10-K
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Texas power-plant owner Energy Future Holdings Corp.
didn't file it 10-k on time, thereby violating loan covenants. If
given notice, the company would have 30 days to cure the
shortcoming before it's an event of default.

According to the report, the company didn't make a $109 million
debt payment due March 31. The grace period runs out May 1.
Negotiations with creditors on a prepackaged Chapter 11 filing
continue, the report said.

           About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

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

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

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

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


F&H ACQUISITION: Wants Until July 14 to File Chapter 11 Plan
------------------------------------------------------------
F & H Acquisition Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend their exclusive periods to file
a chapter 11 plan until July 14, 2014, and solicit acceptances for
that plan until Sept. 11.

The extension will enable the Debtor a full and fair opportunity
to formulate and propose a chapter 11 plan and to solicit
acceptances thereof without the disruption that might be caused by
the filing of competing plans of reorganization by non-debtor
parties.

The Debtors proposed that the Court hear the matter on April 29,
at 10:00 a.m.

                  About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

F & H Acquisition Corp., disclosed $122,115,200 in assets and
$122,579,631 in liabilities as of the Chapter 11 filing.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors have tapped Adam Friedman, Esq., at Olshan Frome
Wolosky LLP, in New York; and Robert S. Brady, Esq., Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, as counsel;
Imperial Capital LLC as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.

The U.S. Trustee has appointed seven members to an official
committee of unsecured creditors.  The Official Committee of
Unsecured Creditors is represented by Bradford J. Sandler, Esq.,
at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware;
and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Los Angeles, California.


FEDERAL-MOGUL: Moody's Affirms B1 Rating on $2.6BB Sr. Debt
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings on Federal-Mogul
Holdings Corporation's $2.6 billion of senior secured term loans
at B1 following the company's announcement of the completion of
the transaction. In a related action, Moody's assigned B2 and B2-
PD, Corporate Family and Probability of Default Ratings,
respectively, to Federal-Mogul Holdings Corporation. Moody's also
affirmed the Ba2 of the $550 million senior secured asset based
revolver. The rating outlook is stable. The Speculative Grade
Liquidity Rating is SGL-3. The ratings at Federal-Mogul
Corporation are withdrawn.

Ratings affirmed:

Federal-Mogul Holdings Corporation

Ba2 (LGD1, 2%), $550 million senior secured asset based revolver
due 2018;

B1 (LGD3, 39%) to the $700 million senior secured tranche B term
loan due 2018;

B1 (LGD3, 39%) to the $1.9 billion senior secured tranche C term
loan due 2021

Ratings assigned:

Federal-Mogul Holdings Corporation

B2, Corporate Family Rating;

B2-PD, Probability of Default Rating;

SGL-3, Speculative Grade Liquidity Rating

Ratings Withdrawn:

Federal-Mogul Corporation

B2, Corporate Family Rating;

B2-PD, Probability of Default Rating;

SGL-4, Speculative Grade Liquidity Rating

B1 (LGD3, 39%), $1.6 billion (remaining amount) senior secured
tranche B term loan due December 2014;

B1 (LGD3, 39%), $940 million (remaining amount) senior secured
term loan facility due December 2015, which includes a $50 million
senior secured synthetic letter of credit facility and a $0.89
billion senior secured term loan;

Ratings Rationale

The stabilized rating outlook at Federal-Mogul Holdings
Corporation incorporates the completion of the refinancing of
Federal-Mogul's debt maturities due December 2014 and December
2015. As previously contemplated, concurrent with the completion
of refinancing, the $550 million senior secured asset based
revolver is now located at Federal-Mogul Holdings Corporation. The
new bank credit facilities benefit from upstream guarantees from
operating subsidiaries which supported the prior facilities.

The B2 Corporate Family Rating reflects Federal-Mogul's improving
quarterly operating performance trends experienced through 2013
and the company's position as a leading global automotive parts
supplier. Yet, the new senior secured term loans carry higher debt
service costs than the previous term loan. Over the intermediate-
term, Moody's expects ongoing restructuring actions, combined with
recovering macroeconomic conditions in Europe, to support
improving credit metrics within the assigned rating range. See
press release dated March 25, 2014.

Federal-Mogul's SGL-3 Speculative Grade Liquidity Rating
incorporates Moody's expectation of an adequate liquidity profile
over the next twelve months supported by cash on hand and
availability under the $550 million senior secured asset based
revolver. Cash on hand at December 31, 2013 was $761 million and
the company had full availability under the asset based revolving
credit facility. The asset based revolving credit facility matures
in 2018. There was also $39 million letters of credit outstanding
at December 31, 2013, pertaining to the prior term loan credit
facility. The asset based revolving credit facility has a
springing fixed charge coverage test when availability
deteriorates below certain thresholds, while the new senior
secured term loans do not have financial maintenance covenants.
Moody's anticipates positive free cash flow generation over the
next twelve months reflecting the company's improved operating
performance and stabilizing economic conditions in Europe.
However, weighing on the company' liquidity profile are cash
requirements of about $305 million for announced acquisitions and
about $271 million of factored accounts receivables, as of
December 31 2013, which Moody's considers an uncommitted short-
term funding. Alternative forms of liquidity are expected to
remain available to Federal-Mogul through additional indebtedness
baskets allowed by the senior secured credit facilities.

Future events that have potential to drive a higher outlook or
rating include the continuation of positive operating trends
resulting in EBITA/Interest coverage approaching 2.5x, and
Debt/EBITDA leverage approaching 5.5x.

Future events that have potential to drive Federal-Mogul's ratings
lower include deterioration in automotive industry conditions
without offsetting restructuring actions; or material increases in
raw materials costs that cannot be passed on to customers, leading
to lower profitability. Consideration for a lower rating could
arise if any combination of these factors were to result in
EBITA/Interest coverage approaching 1.0x or debt/EBITDA being
sustained above 6.5x.

Federal-Mogul Corporation, headquartered in Southfield, MI is a
leading global supplier of products and services to the world's
manufacturers and servicers of vehicles and equipment in the
automotive, light, medium and heavy-duty commercial, marine, rail,
aerospace, power generation and industrial markets. The company's
products and services enable improved fuel economy, reduced
emissions and enhanced vehicle safety. Revenues in 2013 were $6.8
billion.


FREEDOM FILMS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Freedom Films, LLC
        15300 Ventura Blvd., #508
        Sherman Oaks, CA 91403

Case No.: 14-12002

Chapter 11 Petition Date: April 16, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: M Jonathan Hayes, Esq.
                  SIMON RESNIK HAYES LLP
                  15233 Ventura Blvd Ste 250
                  Sherman Oaks, CA 91403
                  Tel: 818-783-6251
                  Fax: 818-783-6253
                  Email: jhayes@srhlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Brian Presley, managing member.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-12002.pdf


FRESH & EASY: Has Until April 28 to Decide on Unexpired Leases
--------------------------------------------------------------
The Bankruptcy Court, in a second extension order, extended until
April 28, 2014, Old FENM, Inc., et al.'s time to assume or reject
unexpired leases of nonresidential property.

As reported in the Troubled Company Reporter on March 4, 2014,
Arizona State Land Department is the landlord for the non-
residential real property leased by the Debtors located at 13215
North 7th Street, in Phoenix, Arizona.

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

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

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

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

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


GENELINK INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: GeneLink, Inc
           dba GeneLink Biosciences, Inc
           fdba GeneWize Life Sciences, Inc
        8250 Exchange Drive, Suite 120
        Orlando, FL 32809

Case No.: 14-04475

Chapter 11 Petition Date: April 18, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Justin M. Luna, Esq.
                  LATHAM, SHUKER, EDEN & BEAUDINE, LLP
                  P.O. Box 3353
                  Orlando, FL 32802-3353
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: jluna@lseblaw.com

Total Assets: $998,901

Total Debts: $3.67 million

The petition was signed by Michael G. Smith, COO and CFO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-04475.pdf


GENERAL MOTORS: Blumenthal Wants Liability Protection Rejected
--------------------------------------------------------------
Hilliard Munoz Gonzales LLP on April 16 issued a statement in
agreement with U.S. Sen. Richard Blumenthal's, D-Conn, appeal to
bankruptcy judges that General Motors should be denied protection
from liability claims in connection with the recall of 2.6 million
vehicles.

Bob Hilliard, lead lawyer and partner at the Texas law Hilliard
Munoz Gonzales LLP, requested a mandatory "Park It Now" injunction
on April 4, says that GM has only one choice, to admit criminal
behavior and fraud committed during the bankruptcy proceedings:

"GM has a Hobson's choice: go to Judge Gerber and admit they lied
and committed fraud, or stay where they are sued and be accused of
lying and committing fraud.  The law abhors fraud and whether it's
Judge Ramos or Judge Gerber, soon there will be a judicial
reckoning for GM's criminal conduct."

These statements are in response a story first reported in Free
Press that GM plans to ask a bankruptcy judge for protection from
claims arising from the defect.  In a legal filing last week, GM
said it was afforded protection as part of its 2009 bankruptcy
reorganization and would ask a judge in New York soon to reaffirm
that.

Sen. Blumenthal said: "GM's recent actions in litigation
demonstrate clearly that its intent to use the bankruptcy process
to prevent many victims and their families from obtaining relief
for the harms they have suffered. The judge in these cases should
deny GM this shield.  Further, regardless of the legal battles,
the company should simply do right by these victims and establish
a compensation fund that will make them whole."

                     The Class Action Lawsuit

In March, Hilliard filed the first class-action lawsuit in the
nation against GM on behalf of victims, families and survivors of
those injured or killed in crashes caused by a faulty ignition
switch in eight GM models.  It is believed that over 300 deaths
have occurred because of the problem, which GM admits it has known
about since 2004.  GM recalled 1.6 million affected cars in
February 2014, ten years after discovering the dangerous equipment
failure.

                            About HMG

Hilliard Munoz Gonzales LLP (HMG) specializes in mass torts,
personal injury, product liability, commercial and business
litigation, and wrongful death.  Hilliard Munoz Gonzales LLP has
been successfully representing clients in the United States and
Mexico since 1986.  Bob Hilliard obtained the Largest Verdict in
the country in 2012 and the #1 verdict in Texas in 2013.

HMG is actively seeking to represent other victims of GM's
defective vehicles.

                     About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GENERAL MOTORS: Seeks Delay of Suit Pending New Bankr. Ct. Ruling
-----------------------------------------------------------------
Linda Sandler and Patrick G. Lee, writing for Bloomberg News,
reported that General Motors Co. asked a federal court in
California to delay a lawsuit over faulty cars until a bankruptcy
judge rules whether such claims can be brought without violating a
sale order in its 2009 Chapter 11 case.

According to the report, a judge's order approving GM's sale,
which allowed the new GM to come out of bankruptcy with government
aid, let the company reject the liabilities of old GM, including
claims for damages and those based on design defects, the
automaker said in the filing in San Francisco on April 11. The
lawsuit filed by Galdina Maciel doesn't acknowledge the bankruptcy
court ruling, GM said.

"The Maciel Plaintiffs seek economic damages, premised on the
allegation that the vehicles they purchased or leased were ?prone
to fail' due to a variety of design defects associated with the
ignition switch itself," the report cited GM as saying in the
filing.

GM is facing at least 36 related lawsuits, some from people with
similar claims to Maciel, the report further related.  The
automaker said it will soon ask the U.S. Bankruptcy Court in
Manhattan to enforce the injunction in the sale order that bars
anyone from suing it for claims that it rejected in bankruptcy.

"They're trying to hide behind bankruptcy to keep from fixing the
cars the way they should be fixing them," the report cited Lance
Cooper, a Marietta, Georgia-based attorney helping represent the
Maciel plaintiffs, as saying.

The case is Maciel v. General Motors, 14-cv-01339, U.S. District
Court Northern District of California (San Francisco).

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GREAT PLAINS: Seeks to Amend Cash Collateral Order
--------------------------------------------------
After reaching an agreement with RBS Citizens Bank (RBS) to avoid
the appointment of a chapter 11 trustee by a court imposed
deadline of March 17, 2014, Great Plains Exploration LLC filed a
motion to amend the final cash collateral order.  Simultaneously
with the motion, the debtor filed a motion to approve a settlement
with RBS pursuant to Bankruptcy Rule 9019, which, if approved,
"not only facilitates the payment of RBS, but also permits the
Debtor the opportunity to continue its business and work to
effectuate a plan of reorganization."  The debtor requests that
the final cash collateral order be amended to authorize the
debtor's continued use of cash collateral upon the terms and
conditions set forth in the final order. RBS consented to the
proposed amended final order.  The debtor requested expedited
consideration of the motion on or before April 10, 2014.

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GRIDWAY ENERGY: Glacial Has Bankruptcy Agreement on Claims, Sale
----------------------------------------------------------------
Gridway Energy Holdings, Inc., et al., ask the bankruptcy court in
Delaware to approve a settlement agreement that paves way for
their secured lender to provide postpetition financing and open an
auction for the sale of the assets.

The Debtors, Vantage Commodities Financial Services I, LLC, EDF
Trading North America, LLC,, and Gary Mole (owner of 80% of the
stock) entered into an agreement that, subject to the Court's
approval, settles various issues between the parties arising form
their prepetition commercial relationships and, among other
things, sets forth an agreement among the parties to conduct a
sale of substantially all of the Debtors' assets pursuant to
Section 363 of the Bankruptcy Code.

Prepetition, VCFS1, extended credit to debtor Glacial Energy
Holdings from time to time, including revolving credit, pursuant
to a Loan and Energy Services Agreement dated as of Jan. 11, 2013.

The Settlement Agreement resolves VCFS1's claims against the
Debtors under the Prepetition LES Agreement.  VCFS1 will receive
an allowed, secured claim of $27,113,000 in the Chapter 11 cases.
The Settlement Agreement further stipulates that VCFS1 will hold a
deficiency claim.

The Settlement Agreement also contains certain "milestone"
provisions that give VCFS1 and EDFT the right to terminate the
Settlement Agreement, among other things, (i) if the Court denies
the Debtors' motion for approval of the Settlement Agreement or if
an order approving the Settlement Agreement is not entered by May
8, 2014; (ii) if the Court denies the ISDA Assumption Motion or if
an order granting the ISDA Assumption Motion is not entered by May
8, 2014; (iii) if the Court denies the Debtors' motion seeking
approval of the DIP Financing, if an interim order approving the
DIP Financing is not entered by April 15, 2014, or if a final
order approving the DIP Financing is not entered by May 8, 2014;
(iv) if the Court denies the Sale Procedures Motion or if an order
approving the Sale Procedures is not entered by May 8, 2014; (v)
if the Sale Order is not entered by June 16, 2014; or (vi) if the
sale does not close by June 18, 2014.

Under the Settlement Agreement, in exchange for the allowed claims
and other consideration provided to VCFS1, VCFS1 agrees to provide
these benefits to the Debtors' estates:

   -- First, VCFS1 agrees to act as DIP Lender, in which capacity
VCFS1 will provide essential financing to fund the Debtors'
Chapter 11 cases.  The Debtors will be able to use the proceeds of
the DIP financing to, among other things fund ongoing operations
and fund the market and sale of the assets.

   -- Second, VCFS1 agrees to act as the stalking horse bidder in
the sale of the Debtors' assets, ensuring that the Debtors will
receive a fair price for the assets and encouraging other
potential bidders to consider participating in the sale process.

   -- Third, provided that the planned sale of the Debtors' assets
closes, VCFS1 agrees to subordinate to the claims of other
unsecured creditors a portion of its deficiency claim equal to the
lesser of (i) the aggregate amount of other unsecured claims or
(ii) a subordination cap of $2,000,000.

   -- Fourth, VCFS1 agrees that, upon the closing of the seale,
VCFS1 will (i) waive its secured claim against two of the Debtors,
Ziphany, L.L.C., and Negawatt Business Solutions, Inc., and (ii)
release its liens on any collateral held by Ziphany or NBS.  VCFS1
also agrees to waive its rights under the Mole Guarantee.

   -- Fifth, the Settlement Agreement provides for a "Receivables
Purchase Unwind," which should materially enhance the
marketability of the Debtors' assets.  Prepetition, the Debtors
sold certain of their accounts receivable and related assets to
VCFS1 pursuant to a January 11, 2013 Receivables Purchase
Agreement.  Pursuant to the Settlement Agreement, the Debtors will
use the DIP Financing to repurchase these accounts receivable on
the same terms as VCFS1 originally purchased these accounts
receivable from the Debtors prepetition.  The Debtors' accounts
receivable are amont the Debtors' most valuable assets and a sale
of the Debtors' business will be more attractive to potential
bidders if the receivables previously purchased by VCFS1 and all
remaining receivables are sold together.

                      Other First Day Motions

The Debtors on the Petition Date also filed motions to:

  -- access $122 million of DIP financing;
  -- continue their cash management system;
  -- pay their prepetition employee obligations;
  -- pay prepetition taxes;
  -- prohibit utility providers from discontinuing services;
  -- pay prepetition claims of critical vendors (distribution
     providers and ISOs).

The Debtors are also seeking joint administration of their Chapter
11 cases.

A copy of the declaration of CEO and president Randy Lennan in
support of the first-day motions is available for free at:

    http://bankrupt.com/misc/Gridway_1st_Day_Affidavit.pdf

                     About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors have tapped Patton Boggs LLP as counsel, Young,
Conaway, Stargatt & Taylor, LLP, as local counsel, and Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.




GRIDWAY ENERGY: Proposes to Pay $3.6-Mil. to Critical Vendors
-------------------------------------------------------------
Gridway Energy Holdings, Inc., et al., ask the bankruptcy court
for approval to pay $3.6 million for prepetition claims of
critical vendors.

The Debtors utilize the services of 150 distribution providers to
deliver their natural gas and electricity to their customers
throughout the country.  The Debtors estimate that the aggregate
amount to the providers as of the Petition Date will be $1.7
million.  In addition, the Debtors need the services of 6
independent system operators (ISOs) who manage the flow of
electricity for the states and regions in which the Debtors
operate.  The Debtors estimate that payments for prepetition
claims of ISOs will total $1.9 million.

                     About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors have tapped Patton Boggs LLP as counsel, Young,
Conaway, Stargatt & Taylor, LLP, as local counsel, and Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.


GRIDWAY ENERGY: Taps Rust/Omni as Claims and Notice Agent
---------------------------------------------------------
Gridway Energy Holdings, Inc. and its debtor-affiliates ask the
bankruptcy court for approval to hire Rust Consulting/Omni
Bankruptcy as claims and noticing agent in connection with the
Chapter 11 cases.

The Debtors have more than 200 potential creditors.  Rust will
assume full responsibility for the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Chapter 11 cases.

The services to be rendered by Rust Omni will be billed at these
hourly rates:

                                             Rate/Cost
                                             ---------
    Clerical Support                  $22.50 to $40.50 per hour
    Project Specialists               $51.75 to $67.50 per hour
    Project Supervisors               $67.50 to $85.50 per hour
    Consultants                       $85.50 to $112.50 per hour
    Technology/Programming            $90.00 to $141.75 per hour
    Senior Consultants               $126.00 to $157.50 per hour

For its noticing services, Rust Omni will charge $50 per 1,000
e-mails, and $0.10 per image for facsimile noticing.   For its
claims management services, the firm will charge the Debtors at
its hourly rates for inputting proofs of claim.  The creation of
the informational Web site will be free of charge but the firm
will charge $67.50 per hour for data entry and information updates
and $90 to $141.50 per hour for programming and customization.

Prepetition, the Debtors provided Rust Omni a $20,000 retainer.

                     About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors have tapped Patton Boggs LLP as counsel, Young,
Conaway, Stargatt & Taylor, LLP, as local counsel, and Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.


GRIDWAY ENERGY: Section 341(a) Meeting Scheduled for May 7
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Gridway Energy
Holdings, Inc., et al., will be held on May 7, 2014, at 9:30 a.m.
at at J. Caleb Boggs Federal Building, 844 King St., Room 2112,
Wilmington, Delaware.

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

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

Gridway Energy Holdings, Inc., and 18 of its debtor affiliates
filed separate Chapter 11 bankruptcy petitions (Banrk. D. Del.
Case Nos. 14-10833 to 14-10853) on April 10, 2014.  Randy Lennan
signed the petitions as president, secretary and treasurer.  The
Debtors estimated assets of $500 million to $1 billion and debts
of more than $1 billion.  Patton Boggs LLP serves as the Debtors'
general counsel.  Young, Conaway, Stargatt & Taylor, LLP, is the
Debtors' local counsel.  Omni Management Group, LLC, acts as the
Debtors' claims/noticing agent.  Judge Christopher S. Sontchi
oversees the case.


GULF COAST ORTHOPAEDIC: Stern's Writ of Mandamus Petition Denied
----------------------------------------------------------------
The Court of Appeals of Texas, Fourteenth District, Houston,
denied the petition for writ of mandamus filed on Oct. 16, 2013,
by relator Jeffrey M. Stern, Individually and d/b/a Stern, Miller
& Higdon.

In the petition, the relator asks the Appeals Court to compel the
Honorable William Burke, presiding judge of the 189th District
Court of Harris County, to vacate a judgment nunc pro tunc
withdrawing the trial court's prior dismissal of litigation
involving Gulf Coast Orthopaedic and Spine Associates, and further
declaring as void its prior order of dismissal for being in
violation of the automatic stay imposed by the federal Bankruptcy
Code.

Mr. Stern is an attorney whose practice focuses on personal injury
cases.  The real party in interest is Gulf Coast Orthopaedic, a
business entity that specialized in providing orthopedic medical
care.  The relator and Gulf Coast allegedly had a business
arrangement wherein the relator would refer clients to Gulf Coast,
which would then provide medical services to those clients in
exchange for an assigned interest in any legal award to the client
resulting from that individual's personal injury claim.  Gulf
Coast filed suit against the relator in 2004, claiming that the
relator failed to remit payments owed to Gulf Coast pursuant to
their arrangement. In 2005, the suit was amended to add another
plaintiff, Dr. Jeffrey Reuben, who alleged similar claims against
the relator.

Initially, both Gulf Coast and Reuben were represented by the same
attorney -- David S. Prince. While the suit was pending, however,
Attorney Prince died.  Another attorney, J. Michael Black, was
substituted in as counsel on behalf of both Gulf Coast and Reuben.
Thereafter, Reuben retained separate counsel, Sarnie A. Randle,
Jr., who was substituted in solely on Reuben's behalf. Attorney
Black continued to serve as counsel for Gulf Coast.

In 2006, Gulf Coast filed a suggestion of bankruptcy with the
trial court, noting the pendency of Chapter 7 bankruptcy
proceedings by Gulf Coast in federal court and requesting a stay
of the proceedings in the trial court in observance of the
bankruptcy stay.  Thereafter, Rueben filed a motion to sever his
claims from those of Gulf Coast, so that his claims could proceed
without having to wait for resolution of the bankruptcy
proceedings.  The trial court granted severance, ordering that the
severed case proceed under a distinct style and cause number.

Both cases remained pending for several years. Then, in May 2010,
Reuben settled his claims against the relator.  Notwithstanding
the settlement, Reuben withheld filing a motion to dismiss his
claims at that time to ensure payment was received from the
relator.  Reuben received the settlement payment in June 2010, but
did not file a motion to dismiss. In September 2010, the trial
court issued a notice of intention to dismiss Reuben's case for
failure to submit a final judgment. The trial court also issued in
October 2010 a notice of disposition deadline in the Gulf Coast
case, indicating that it would dismiss the case for want of
prosecution absent appropriate action.  Attorney Randle also
appears to have received a telephone call from the trial court's
clerk, requesting that a motion to dismiss be filed so that the
settlement between Reuben and the relator could be finalized.

On Oct. 18, 2010, Attorney Randle, who never represented Gulf
Coast, filed a motion to dismiss the Gulf Coast case.  The motion
included the cause number and caption of the Gulf Coast case,
explicitly states that the motion is being brought by Gulf Coast,
makes no mention of Reuben or the settlement of Reuben's case,
does not reference Attorney Black (Gulf Coast's attorney), and was
signed by Attorney Randle as "ATTORNEY FOR PLAINTIFF, GULF COAST
ORTHOPEDIC AND SPINE ASSOCIATES." The trial court granted the
motion to dismiss on Oct. 21, 2010 in a written order prepared by
Attorney Randle.

In its petition for writ of mandamus, the relator asserted that
the trial court abused its discretion in entering the judgment
because the court used a judgment nunc pro tunc to correct a
judicial error, rather than a clerical error, and further arguing
that the trial court's dismissal of Gulf Coast's case did not
violate the bankruptcy stay.

In rejecting the relator's petition, the Appeals Court held that
Mr. Stern has not satisfied his burden to demonstrate that the
trial court abused its discretion in vacating its 2010 dismissal
of Gulf Coast's case for being void.

The case is IN RE JEFFREY M. STERN, INDIVIDUALLY AND D/B/A STERN,
MILLER & HIGDON, Relator, No. 14-13-00905-CV (Tex. Ap.).  A copy
of the Appeals Court's Substitute Opinion filed April 17, 2014, is
available at http://is.gd/lm71iWfrom Leagle.com.  Justice Marc W.
Brown wrote the opinion.


HAAS ENVIRONMENTAL: Can File Chapter 11 Plan Until May 27
---------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey extended the exclusive periods of Haas
Environmental Inc. to file a plan of reorganization until May 27,
and solicit acceptances for that plan until July 28.

As reported in the Troubled Company Reporter on March 28, 2014,
the Debtor filed its request for an extension before the exclusive
periods was set to expire on March 4.

Haas Environmental related that the Debtor and certain secured
creditors have reached an agreement regarding the terms of their
treatment in a potential plan.  The Debtor has exchanged financial
and other information with the Official Committee of Unsecured
Creditors in hope of negotiating a consensual plan with the
Committee.  The Debtor has also entered into plan settlement
discussions with other secured creditors.

                  About Haas Environmental, Inc.

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor disclosed $10,127,069 in assets and
$11,595,611 in liabilities as of the Chapter 11 filing.  Jerrold
N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New
Jersey, serves as the Debtor's counsel.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as
counsel for the Official Committee of Unsecured Creditors.
EisnerAmper LLP serves as its financial advisor.


HOFFMASTER GROUP: Moody's Affirms B3 CFR & Rates $265MM Debt B2
---------------------------------------------------------------
Moody's Investors Service affirmed Hoffmaster Group Inc.'s
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) at B3 and B3-PD, respectively. At the same time, Moody's
assigned a B2 rating to the company's proposed first lien credit
facilities, consisting of a $265 million 6-year term loan and a
$35 million 5-year revolving credit facility. In addition, Moody's
assigned a Caa2 rating to the company's proposed $104 million
second lien term loan. The facilities will be used to refinance
existing first and second lien debt at the company. The rating
outlook is maintained at stable.

Moody's views the refinancing favorably from a liquidity
perspective because it terms out existing revolver borrowings,
extends debt maturities, is expected to lower interest expense,
and removes financial maintenance covenants that contained ongoing
step-downs. The transaction will not result in a material increase
in financial leverage.

The following ratings were assigned (subject to final
documentation):

  $35 million senior secured first lien revolving credit facility
  maturing 2019 at B2 (LGD3, 37%);

  $265 million senior secured first lien term loan due 2020 at B2
  (LGD3, 37%); and

  $104 million senior secured second lien term loan due 2021 at
  Caa2 (LGD5, 88%).

The following ratings were affirmed:

  Corporate Family Rating at B3; and

  Probability of Default Rating at B3-PD.

The following ratings will be withdrawn upon the close of the
transaction:

  $35 million senior secured first lien revolving credit facility
  maturing 2017 at B2 (LGD3, 39%);

  $250 million senior secured first lien term loan due 2018 at B2
  (LGD3, 39%); and

  $85 million senior secured second lien term loan due 2019 at
  Caa2 (LGD5, 89%).

The rating outlook is maintained at stable

Ratings Rationale

Hoffmaster's B3 Corporate Family Rating reflects the company's
high leverage profile, relatively small size, narrow product
focus, limited geographic diversification and high reliance on
discretionary consumer spending given its exposure to away-from-
home dining and party suppliers. Moody's anticipates some
deleveraging from current elevated levels as a result of EBITDA
growth and debt repayment via a mandatory excess cash flow sweep
required by the company's bank credit agreements. The rating also
considers Hoffmaster's leading market position in the foodservice
channel and solid positioning in the more fragmented consumer
channel, specifically in the club and grocery areas, as well as
the company's longstanding relationships with key customers and
good EBIT margins. The company's competitive advantages in the
foodservice and consumer channel are expected to continue to
support its market positioning. The rating anticipates that the
company will deleverage by growing earnings and generating
positive free cash flow that can be used for debt repayment. The
rating also considers the company's good liquidity profile
following the proposed refinancing.

The stable outlook anticipates the company will improve its top-
line organic growth rate while increasing profitability as
benefits from recently completed restructuring initiatives and
newly installed equipment are realized. However, earnings
improvement could be tempered by uncertainty related to consumer
discretionary spending.

Hoffmaster's ratings could be upgraded if the company demonstrates
organic revenue and profitability growth such that debt-to-EBITDA
is sustained at or below 5.0 times. Alternatively, Hoffmaster's
ratings could be downgraded if debt-to-EBITDA approaches 7.0
times, interest coverage (EBIT/interest expense) falls below 1
time or liquidity deteriorates. In addition, if the company
encounters any execution problems or acquisition related
integration issues that result in a deterioration in earnings
performance, the ratings could be downgraded.

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.

Hoffmaster Group, Inc., headquartered in Oshkosh, Wisconsin, is a
leading niche manufacturer and supplier of decorative disposable
tableware products sold equally throughout the foodservice and
retail channels. The company's primary products include napkins,
displays, plates, cups, tablecovers, and placemats among other
complementary items. The company also sells sourced items such as
cutlery and accessory items. Hoffmaster sells its products under
brand names such as Touch of Color, Party Creations, Sensations,
Paper Art and FashnPoint. Private equity firm Metalmark Capital
acquired the company from Kohlberg & Company in December 2011.
Sales during the twelve months ended December 31, 2013 (FY13),
pro-forma for a full year of sales from the July 2013 acquisition
of GMSP, were approximately $395 million.


HOLOGIC INC: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed the ratings of Hologic, Inc.
including the B1 Corporate Family Rating and B1-PD Probability of
Default Rating. The ratings on the senior secured credit facility
(Ba2) and unsecured notes (B2) were also affirmed. In addition,
Moody's raised the Speculative Grade Liquidity Rating to SGL-1
(signifying very good liquidity) from SGL-2. The outlook is
stable.

Ratings Affirmed/LGD estimates revised:

Corporate Family Rating, at B1

Probability of Default Rating at B1-PD

Senior secured revolving credit facility at Ba2 (LGD 2, 22%)

Senior secured Term Loans at Ba2 (LGD 2, 22%)

Senior unsecured notes to B2 (LGD 4, 66%) from B2 (LGD 4, 63%)

Speculative Grade Liquidity Rating raised to SGL-1 from SGL-2

The outlook is stable.

Ratings Rationale

The B1 rating incorporates Hologic's good scale, leading market
positions within its core franchises and good revenue diversity by
product and customer. The rating is also supported by the
company's good free cash flow and Moody's expectation that the
company will continue to use free cash flow to repay debt.

The rating is constrained by Hologic's high financial leverage
stemming from the 2012 debt-financed acquisition of Gen-Probe. The
ratings also reflect Moody's expectation that longer-term demand
for a number of Hologic's products will decline due to changing
medical practices and/or technological obsolescence. Hologic's
business is also sensitive to general medical utilization trends
(e.g., how often people visit their doctors) and hospital capital
equipment spending -- which can be volatile.

Moody's could upgrade the ratings if Hologic can generate
sustained, positive organic revenue growth and continue to repay
debt such that the rating agency expects adjusted debt to EBITDA
to be sustained below 4.5 times.

Moody's could downgrade the ratings if market uptake of Hologic's
newer products fails to offset declines in older products,
resulting in continued declines in revenue and earnings.
Specifically, ratings could be downgraded if Moody's expects debt
to EBITDA to increase above 5.5 times.

The principal methodology used in this rating was the Global
Medical Products & Device Industry Methodology published in
October 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Hologic, Inc. ("Hologic"; NASDAQ: HOLX) is a leading developer,
manufacturer and supplier of diagnostic tests, minimally invasive
surgical devices and mammography systems primarily dedicated to
serving the healthcare needs of women. Hologic reported revenues
of about $2.5 billion in the twelve months ended December 28,
2013.


HRK HOLDINGS: Maturity Dates Under DIP Loans Moved to April 30
--------------------------------------------------------------
HRK Holdings LLC obtained a court order extending to April 30 the
maturity dates under two loan facilities extended by Regions Bank
N.A.

The extension of the maturity dates will give the company
additional time to satisfy the conditions to funding, which
include the closing of two pending sales of HRK Holdings' real
property to Allied Universal Corp. and Mayo Fertilizer, Inc.

The order dated April 8, 2014, was signed by Judge K. Rodney May
of the U.S. Bankruptcy Court for the Middle District of Florida.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


HRK HOLDINGS: Wants Until May 25 to File Chapter 11 Plan
--------------------------------------------------------
HRK Holdings LLC and HRK Industries LLC ask the U.S. Bankruptcy
Court for the Middle District of Florida to further extend their
exclusive period to file a Chapter 11 plan and accompanying
disclosure statement until May 25, 2014.

The Debtors tell the Court that the extension of time will allow
them to negotiate with the Florida Department of Environmental
Protection regarding an agreement condition, and to negotiate with
their lender, Regions Bank N.A., regarding further debtor-in-
possession financing.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


IMPERIAL AUTO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Imperial Auto Protection LLC
        1529 S. Old Hwy. 94
        Saint Charles, MO 63303

Case No.: 14-43062

Chapter 11 Petition Date: April 17, 2014

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

Judge: Hon. Kathy A. Surratt-States

Debtor's Counsel: David M. Dare, Esq.
                  HERREN, DARE & STREETT
                  1051 N. Harrison Ave.
                  St. Louis, MO 63122
                  Tel: (314) 965-3373
                  Email: ddare@hdsstl.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sherry Nelson, member.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


INTERACTIVE DATA: Moody's Rates $200MM Sr. Unsecured Notes 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Caa2 rating to
Interactive Data Corporation's ("IDCO") proposed $200 million
senior unsecured notes due 2019. The rating outlook is stable.

IDCO is the wholly-owned operating subsidiary of Igloo Holdings
Corporation ("Igloo" or the "company"). Proceeds from the note
offering and the new $2.21 billion senior credit facility plus
cash will be used to refinance the existing term loan B
(approximately $1.3 billion outstanding), redeem the 10.25% senior
unsecured notes ($700 million outstanding) and pay an estimated
$273 million dividend to equity sponsors Silver Lake Technology
Management L.L.C. and Warburg Pincus LLC, management and option
holders.

Rating Assigned:

Issuer: Interactive Data Corporation

  $200 Million Senior Unsecured Notes due 2019 -- Caa2 (LGD-5,
  87%)

The assigned rating is subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the
ratings and LGD assessments on the existing senior secured credit
facility (term loan and revolver) and 10.25% senior notes upon
their full repayment.

Ratings Rationale

Igloo's B3 Corporate Family Rating (CFR) reflects the company's
high pro forma financial leverage of 7.6x total debt to EBITDA
(Moody's adjusted as of December 31, 2013) and aggressive
financial posture following the proposed dividend
recapitalization. The $263 million of incremental debt and $273
million dividend mark the second sizable debt-funded distribution
in less than 18 months. In December 2012, Igloo increased debt by
issuing $350 million PIK Toggle Notes to partially fund a $439
million distribution to equity and option holders. Moody's believe
debt levels will remain high absent a public equity offering.
Further, the move to increase debt will reduce the financial
flexibility for potential acquisitions, which Igloo has utilized
in the past to supplement organic growth. The B3 rating also
considers the decision to fund a dividend at a time when working
capital and capital expenditures are expected to peak this year
due to investments in product development and an ongoing project
(Omega) to integrate the company's product offerings onto a
unified technology platform. As a result, Moody's expect free cash
flow (excluding the dividend) will weaken to a range of nil to $10
million in 2014.

At the same time, Igloo's B3 rating is supported by its good
market position in fixed income evaluated pricing and reference
data services for financial institutions, tempered by high
adjusted debt to EBITDA leverage and event risks related to
acquisitions, cash distributions or other leveraging actions by
the equity sponsors. Igloo's broad coverage of and evaluated
pricing capabilities for a variety of securities, global data
collection infrastructure, good customer and geographic diversity
and a high percentage of recurring subscription revenue contribute
to its market position, operational stability and good cash flow
generation. The mission-critical nature of the company's pricing
and reference data content and services to daily net asset value
calculations for a wide range of money management firms as well as
limited exposure to primary market new issuance activity results
in high customer retention and dampens the magnitude of cyclical
revenue volatility, notwithstanding that earnings of its primary
customers are cyclical. A good liquidity position provides the
company with flexibility to manage efforts by its customer base to
streamline costs due to pressures from an uncertain economic
environment and increasing regulatory burdens.

Rating Outlook

The stable rating outlook reflects Moody's expectation that Igloo
will maintain a good liquidity position, generate modest revenue
growth, and maintain positive free cash flow. Moody's anticipate
Igloo will utilize free cash flow for modest debt reduction (via
the excess cash flow sweep and required term loan amortization),
reinvestment through organic development and modestly sized
acquisitions and to create capacity for distributions to equity
sponsors over time.

What Could Change the Rating - Down

Downward rating pressure could occur if Igloo is unable to reduce
and maintain adjusted debt to EBITDA below 7.5x or if further
debt-financed acquisitions and shareholder distributions occur. A
decline in earnings resulting from reduced client spending, client
losses, or a prolonged economic downturn could pressure the
rating. Igloo's ratings could also be downgraded if liquidity
deteriorates.

What Could Change the Rating - Up

Given the company's high financial leverage, an upgrade over the
near-term is unlikely. However, Igloo could be positioned for an
upgrade if it maintains a good liquidity position, generates
consistent revenue growth and solid free cash flow, and
demonstrates the willingness and ability to sustain adjusted debt
to EBITDA leverage comfortably below 6.5x and adjusted free cash
flow to debt of at least 4%.

Igloo Holdings Corporation, headquartered in Bedford,
Massachusetts, through its wholly-owned principal operating
subsidiary, Interactive Data Corporation, is a provider of
financial market data, analytics and related solutions to
financial institutions and active traders, as well as software and
service providers. Affiliates of Silver Lake Technology Management
L.L.C. and Warburg Pincus LLC (the "equity sponsors") acquired the
company on July 29, 2010 for a purchase price of approximately
$3.7 billion (including transaction fees and expenses). Revenue
for the twelve months ended December 31, 2013 was approximately
$905 million.


INTERACTIVE DATA: S&P Assigns 'B-' Rating to $200MM Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Bedford, Mass.-based
Interactive Data Corp.'s proposed $200 million senior notes due
2019 an issue-level rating of 'B-', with a recovery rating of '5'.
The '5' recovery rating indicates S&P's expectations for modest
(10% to 30%) recovery in the event of a payment default.

The company plans to use the note issuance proceeds, together with
the proceeds of the previously rated proposed credit facility and
cash on hand, to refinance its existing term loans, to redeem its
existing 10.25% senior notes due 2018, and to fund a shareholder
dividend of roughly $273 million.

The 'B' corporate credit rating on Interactive Data and on parent
company Igloo Holdings Corp. reflects S&P's expectation that the
company's appetite for financial risk will remain aggressive and
that consolidated debt leverage will remain high, in the low- to
mid-7x area over the next year.  S&P regards Igloo as having a
"satisfactory" business risk profile (based on its criteria),
characterized by its leading position in securities pricing data
and analytics, benefiting from somewhat high barriers to entry and
a diversified client base.  S&P assess the company's financial
risk profile as "highly leveraged" based on the company's mid-7x
leverage.

RATINGS LIST

Interactive Data Corp.
Corporate Credit Rating        B/Stable/--

New Rating

Interactive Data Corp.
$200M senior notes due 2019    B-
   Recovery Rating              5


JAMES RIVER: Has Interim Authority to Tap $80-Mil. in DIP Loans
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, gave James River Coal Company, et al., interim
authority to obtain postpetition financing up to the aggregate
principal amount of $80 million from Cantor Fitzgerald Securities,
as sole administrative agent and collateral agent for a syndicate
of banks and financial institutions, and Deutsche Bank Securities
Inc., as sole lead arranger.

The Debtors are also given interim authority to use cash
collateral securing their prepetition indebtedness.  The
Prepetition Secured Lenders are entitled to adequate protection of
their interests in the Cash Collateral in the form of adequate
protection liens and a superpriority claim.

The final hearing is scheduled for May 7, 2014, at 1:00 p.m.
Objections are due April 30.

The Debtors are represented by Marshall S. Huebner, Esq., and
Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP, in New York;
and Tyler P. Brown, Esq., at Hunton & Williams LLP, in Richmond,
Virginia.

Andrew N. Rosenberg, Esq., and Alice Belisle Eaton, Esq., at Paul
Weiss, Riflind, Wharton & Garrison LLP, in New York; and Peter J.
Barrett, Esq., at Kutak Rock LLP, in Richmond, Virginia, represent
the DIP Agent.

Jesse H. Austin, III, Esq., at King & Spalding LLP, in Atlanta,
Georgia; and Dion W. Hayes, Esq., at McGuirewoods LLP, in
Richmond, Virginia, represent GECC, as prepetition agent.

                         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 assets 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.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.

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

http://bankrupt.com/misc/James_River_1st_Day_Affidavit.pdf


JAMES RIVER: Obtains Approval to Employ Epiq as Claims Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, authorized James River Coal Company, et al., to
employ Epiq Bankruptcy Solutions, LLC, as claims, noticing and
balloting agent.

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

As claims agent, Epiq will charge the Debtors at these rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical/Administrative Support               $30 to $40
Case Manager                                  $40 to $70
IT/ Programming                               $60 to $115
Senior Case Manager                           $75 to $120
Director of Case Management                  $130 to $170
Case Analyst                                  $55 to $100
Consultant/Senior Consultant                 $125 to $175
Director/Vice President Consulting              $200
Executive Vice President                        $250

For its noticing services, Epiq will waive fees for e-mail
noticing, but will charge $0.10 per page for facsimile noticing.
For database maintenance, the firm will charge $0.10 per record
per month.  For-online claim filing services, Epiq will charge
$4.50 per claim filed.  The firm's call center operator will
charge $70 per hour.

                         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 assets 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.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.

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

http://bankrupt.com/misc/James_River_1st_Day_Affidavit.pdf


JAMES RIVER: Schedules Filing Date Extended Until June 20
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, extended the time in which James River Coal
Company, et al., will file their schedules of assets and
liabilities and statements of financial affairs through and
including June 20, 2014.

                         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 assets 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.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.

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

http://bankrupt.com/misc/James_River_1st_Day_Affidavit.pdf


JAMES RIVER COAL: 4-Member Creditors Committee Named
----------------------------------------------------
Judy A. Robbins, the United States Trustee for Region Four, last
week named four creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of James River Coal
Company, et al.

Pursuant to 11 U.S.C. Sec. 1102, these creditors were appointed to
the Committee:

     1. U.S. Bank National Association as Indenture Trustee
        Global Corporate Trust Services
        Attn: Julie J. Becker
        60 Livingston Ave.
        EP-MN-WS1D
        St. Paul, MN 55107
        Tel: 651-466-5869
        Fax: 651-466-7401
        E-mail: julie.becker@usbank.com

     2. Aquatic Resources Management
        Attn: Josh Howard
        2265 Harrodsburg Rd., Suite 100
        Lexington, KY 40504
        Tel: 859-388-9595
        Fax: none
        E-mail: jhoward@aquaticresources.us

     3. Mine Service Company
        Attn: Wallace Cornett
        P.O. Box 858
        Hazard, KY 41702
        Tel: 606-436-3191
        Fax: 606-436-3194
        E-mail: wcornett@windstream.net

     4. BTG Pactual
        Attn: Eric Mark
        601 Lexington Ave, 57th Floor
        New York, NY 10022
        Tel: 212-293-4601
        Fax: 212-293-4609
        E-mail: eric.mark@btgpactual.com

     5. Pension Benefit Guaranty Corporation
        Attn: Michael Strollo
        1200 K Street N.W. Suite 340
        Washington, D.C. 20005-4026
        Tel: 202-326-4000 ext 4907
        Fax: 202-842-2643
        E-mail: strollo.michael@pbgc.gov

                         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 assets 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.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.

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

http://bankrupt.com/misc/James_River_1st_Day_Affidavit.pdf


JOHN N. IRWIN: Funds Paid 20 Yrs Before Bankruptcy Not Avoidable
----------------------------------------------------------------
Bankruptcy Judge Eric L. Frank entered judgment against George L.
Miller, the Liquidating Agent of the Estate of John N. Irwin, in
the Agent's lawsuit to recover $130,000 in funds that the debtor
advanced to Anthony Jannetta roughly 20 years before Mr. Irwin's
Chapter 11 bankruptcy case.  "I find that the statute of
limitations has expired on Miller's claim against Jannetta.
Judgment will be entered in favor of Defendant Jannetta and
against Plaintiff Miller," Judge Frank said in an April 15, 2014
Opinion available at http://is.gd/vKrRXtfrom Leagle.com.

From approximately 1989 to 1993, the Debtor advanced money to
Advacote and Diversified Products, two New Jersey-based companies,
on Mr. Jannetta's behalf as capital contributions.  The Debtor and
Mr. Jannetta were among several other shareholders in the
Companies.

The case is, GEORGE L. MILLER, as Liquidating Agent of the Estate
of John N. Irwin, Plaintiff, v. ANTHONY JANNETTA, Defendant, Adv.
No. 12-0383 ELF (Bankr. E.D. Pa.).

John N. Irwin filed a voluntary chapter 11 case (Bankr. E.D. Pa.
Case No. 10-14407) on May 27, 2010.  The court confirmed the
Debtor's Second Amended Chapter 11 Plan of Reorganization on Jan.
12, 2012.  The Plan provides for the liquidation of all of the
Debtor's non-exempt assets and the appointment of a liquidating
agent.  The liquidating agent is authorized to sell all of the
Debtor's non-exempt assets and pursue all avoidance and other
causes of action.  Pursuant to the Plan, George L. Miller was
appointed as the liquidating agent of the Debtor's estate.


KIANA PROPERTIES: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: Kiana Properties, LLC.
        585 Commonwealth Boulevard
        Port Orange, FL 32127

Case No.: 14-04465

Chapter 11 Petition Date: April 18, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Scott W Spradley, Esq.
                  LAW OFFICES OF SCOTT W SPRADLEY PA
                  PO Box 1
                  109 South 5th Street
                  Flagler Beach, FL 32136
                  Tel: (386) 693-4935
                  Fax: (386) 693-4937
                  Email: scott.spradley@flaglerbeachlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mohammad Bahrami, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-04465.pdf


KNOWLEDGE UNIVERSE: S&P Raises CCR to 'B' & Removes From Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Portland, Ore.-based early childhood education
provider Knowledge Universe Education LLC to 'B' from 'CCC', and
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Feb. 27, 2014.  The outlook is
stable.

"At the same time, we assigned an issue rating of 'B' (the same as
the 'B' corporate credit rating on the company) and a recovery
rating of '3' to KUE's $370 million senior secured credit
facilities.  The credit facilities consist of a $300 million term
loan due 2021 and $70 million revolving credit facility due 2019.
The '3' recovery rating indicates our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default," S&P said.

The company used proceeds of the credit facility to refinance its
existing $260 million of 7.75% subordinated notes due February
2015 (the ratings on which have been withdrawn), replace its $60
million revolving credit facility due December 2015, and to pay a
$30 million dividend.

"The rating action reflects our expectation that liquidity will
remain 'adequate' following the satisfactory completion of the
company's refinancing, which extends debt maturities and reduces
interest expense," said Standard & Poor's credit analyst Hal
Diamond.

S&P also anticipates that the company will be able to maintain a
sufficient margin of compliance with the revised leverage step-
down schedule.  S&P assess the company's management and governance
as "fair."

S&P regards KUE's business risk profile as "weak," reflecting the
sensitivity of capacity utilization rates to unemployment levels,
its lower EBITDA margin relative to peers as a result of lower
capacity utilization, and its large number of money-losing
centers.  The company has made some progress in restoring the
percentage of accredited centers to almost 50%, which had slipped
to 30% under the prior management.  S&P expects that management's
focus on accreditation will help enhance center performance due to
higher student retention and lower teacher turnover.

The stable outlook reflects S&P's expectation that the company
will be able to maintain its adequate liquidity, given that S&P
expects the economy -- and unemployment in particular -- will
improve slightly and that discretionary cash flow will remain
positive, despite moderate capital spending requirements.

S&P could lower the rating if operating performance weakens due to
a reversal of recent declines in unemployment or if S&P
anticipates discretionary cash flow turning negative.  This could
occur as a result of weak operating performance and increased
capital spending plans.  S&P could also lower the rating if it
become convinced that the margin of compliance with financial
covenants will fall below 15%.

Although highly unlikely, S&P could consider raising the rating if
it concludes that the company will be able to reduce and maintain
lease-adjusted leverage below 5x, and generate meaningful
discretionary cash flow.  S&P will also consider the track record
that management establishes with respect to repaying debt and
returning cash to shareholders.


LARSEN ROAD: Section 341(a) Meeting Set on May 9
------------------------------------------------
A meeting of creditors in the bankruptcy case of Larsen Road Green
Bay will be held on May 9, 2014, at 11:00 a.m. in Oshkosh,
Winnebago County Courthouse, 415 Jackson Street, Oshkosh, WI.

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

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

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


LIVING HOPE: Court Rules on LHSMS Trustee's Admin. Expense Bid
--------------------------------------------------------------
Bankruptcy Judge Audrey R. Evans granted, in part, and denied, in
part, the Application for Payment of Administrative Expenses
Pursuant to 11 U.S.C. Sec. 503 filed by Thomas S. Streetman on
behalf of Renee S. Williams, the Chapter 7 Trustee of Living Hope
Southwest Medical Services, LLC, a creditor of Living Hope
Southeast, LLC.

These parties filed an objection the request:

     -- Michael E. Collins, the Chapter 11 Trustee of LHSE;

     -- Patricia J. Stanley, on behalf of the U.S. Trustee;

     -- Creditor Dr. James J. Naples; and

     -- The A.K. Tennessee Irrevocable Trust, which holds a
        99% membership interest in LHSE.

Robert Gibson and Mr. Streetman appeared on behalf of the
Southwest Trustee.  Michael E. Collins, the Chapter 11 Trustee,
appeared on his own behalf.  Patricia J. Stanley appeared on
behalf of the UST.  Judy Simmons Henry and Charles T. Coleman
appeared on behalf of Dr. James J. Naples.  Kimbro Stephens
appeared on behalf of the A.K. Trust.

According to Judge Evans:

     -- $28,262.50 of Mr. Streetman's requested $38,500 in legal
        fees are allowed as administrative expenses;

     -- $14,412.00 of Gibson's requested $24,396 in legal fees
        are allowed as administrative expenses;

     -- $1,655.17 of the requested $2,708.11 in litigation
        expenses are allowed as administrative expenses; and

     -- the balance of the Southwest Medical Trustee's Expense
        Application is denied.

A copy of Judge Evan's April 15, 2014 Memorandum Opinion and Order
is available at http://is.gd/AwLznvfrom Leagle.com.

Living Hope Southeast, LLC, based in Little Rock, Arkansas, filed
for Chapter 11 bankruptcy (Bankr. E.D. Ark. Case No. 12-11082) on
Feb. 27, 2012.  James E. Smith, Jr., Esq., at Smith Akins P.A.,
represented the Debtor.  LHSE scheduled $795,648 in assets and
liabilities of $1,403,166.  The petition was signed by Michael
Grundy, vice president and CEO.

Living Hope Southwest Medical Services LLC, in Texarkana, Arkansas
filed for Chapter 11 bankruptcy (Bankr. W.D. Ark. 06-71484) on
July 18, 2006.  The case was later converted to a Chapter 7
liquidation on Aug. 15, 2008.  Richard L. Ramsay, Esq., at
Eichenbaum, Liles & Heister, P.A., served as Chapter 11 counsel.
In its petition, the Debtor did not disclose its assets but
indicated that debts were between $1 million to $10 million.
Renee S. Williams was named trustee in the Chapter 7 bankruptcy
case.


LOGAN GENERATING: Moody's Rates $63.8MM Series 2014A Bonds 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to approximately
$63.8 million of proposed Series 2014A, tax-exempt Pollution
Control Revenue Refunding Bonds (Logan Project), due 2024, and
approximately $3.0 million of proposed Series 2014B taxable
Pollution Control Revenue Bonds (Logan Project), due 2019. The
rating assignment represents the first time Moody's is rating the
Logan Project. The rating outlook is stable.

Proceeds will be used to refinance the Logan Project's outstanding
variable rate Exempt Facility Revenue Bonds with fixed rate bonds,
fund a debt service reserve representing 50% of maximum annual
debt service and to pay transaction fees and expenses.

Logan Generating Company, L.P. (Logan or Project) owns a 225MW
coal-fired power plant on the bank of the Delaware River in Logan
Township, NJ. Both the Series 2014A and Series 2014B Bonds will be
issued through The Pollution Control Financing Authority of
Gloucester County (New Jersey). The Project is in turn indirectly
owned 100% by investment funds managed by Energy Investors Fund
(EIF), along with its fund co-investors.

Ratings Rationale

The Ba1 rating is supported by the contracted cash flows largely
generated through a long-term Power Purchase Agreement (PPA) with
Atlantic City Electric Company (ACE Baa2 stable) that expires on
December 31, 2024, which is beyond the term of the bonds. The PPA
is for 200 MWs of electric power sold to ACE. There is both a
capacity payment and an energy payment under the PPA. The energy
payment provides a full pass-through of actual fuel costs plus
transportation. An additional 20MWs of electric capacity and
energy may be sold under the terms of a supplemental Power Sales
Agreement (PSA) with ACE. Logan also supplies up to 50,000 lbs/hr
of steam to Ferro Corporation (Ferro Ba3 negative) under a Steam
Sales Agreement that expires on December 31, 2024.

The rating also considers the commercially proven, conventional
pulverized coal technology, which consists of a single Foster
Wheeler pulverized coal-fired boiler and a Westinghouse steam
turbine-generator, along with associated equipment. Logan has a
20-year operating history. The Project reached commercial
operation on September 22, 1994, and since then, the Project has
performed well from an operational standpoint. The Project has
always met the contractual requirements under the PPA to receive
its full capacity payment. Logan also has a well-know and
experienced operations and maintenance (O&M) provider in NAES
Corporation. Project management is provided by Power Plant
Management Services (PPMS).

Notwithstanding these strengths, the Ba1 rating factors in several
key weaknesses. Logan's ability to withstand incremental cost
pressures arising from higher O&M costs, higher carbon costs, or
lower capacity factors (caused by sustained low natural gas
prices) shows signs of potential financial weakness and financial
metrics more in-line with a speculative grade rated project. Cash
flow coverages and the results of sensitivity analysis under
various scenarios suggest debt service coverage ratios (DSCR) that
are consistent with a Ba rating during the amortizing period. That
said, results of sensitivity analysis, including scenarios with
lower capacity factors, higher O&M costs, higher heat rate and
adding the cost of carbon indicate that cash flow coverages are
expected to be sufficient to cover debt service and allow for full
amortization, largely due to the underpinning of the various off-
take contracts, but with metrics more in line with a speculative
grade issuer. For example, a decrease in capacity factors to be
more consistent with more recent capacity levels as well as 10%
increase in O&M shows that the cash flows produce an average DSCR
during the 2019-2023 amortizing period of 1.25x after taking into
account the subordination of operation and maintenance fees. This
DSCR is consistent with a Ba rating.

The bonds have been structured as interest only through 2018 and
will amortize from 2019 through 2023. Moody's understand that the
rationale behind the interest only feature is to provide a higher
return to equity by providing larger distributions during the
earlier years than would have been possible if the bonds amortized
over the life of the bonds.

Not surprisingly, the DSCRs are robust during the interest only
period through 2018, and decline during the amortizing phase,
particularly under certain downside scenarios that factor in
reasonable assumptions about the cost of carbon, higher operations
and maintenance expenses and lower capacity factors going forward.
Moody's rating assignment evaluates the expected financial
performance of the project over the life of the bonds, with a
particular emphasis on the expected DSCRs during the amortization
period. As referenced above, Moody's believe that Logan is more
than likely to produce speculative grade credit metrics under most
scenarios examined.

The rating considers structural features that include a first
priority security interest in the assets, a trustee administered
cash flow waterfall and a cash-funded debt service reserve
representing 6 months of forward debt service. Additional
liquidity will be provided via a $5 million working capital
facility for a term of 5 years.

The stable outlook incorporates the contracted nature of the cash
flows and Moody's belief that the plant will continue to operate
in a way that is consistent with its strong operating history.

The rating is currently well-placed and has limited prospects for
a rating upgrade in the near term. Over the longer term, positive
trends that could lead to an upgrade include greater than expected
cash flows that lead to stronger and more resilient coverage
ratios, stronger capacity factors and greater certainty around
carbon costs that do not adversely impact the Project.

The rating or the outlook could face downward pressure should ACE
face credit deterioration; carbon costs are imposed that
materially weaken credit metrics; poor operating performance;
and/or capacity factors that remain low due to low gas prices,
which collectively could impact the DSCRs during the amortization
period.

Logan Generation Company, L.P. owns a 225MW coal-fired power plant
in Logan Township, NJ. The Project is in turn indirectly owned
100% by investment funds managed by Energy Investors Fund (EIF),
along with its fund co-investors. Founded in 1987, EIF is an
independent investor of private equity for institutional investors
and has raised over $5.0 billion in equity capital and focuses on
the independent power and electric utility industries.


LONG BEACH MEDICAL: Final DIP Financing Order Entered
-----------------------------------------------------
Bankruptcy Judge Alan Trust has entered a final order authorizing
post-petition financing which overruled any pending objections,
including the committee's objection, that were not resolved or
withdrawn.  The committee objected to the proposed financing
because it "is inextricably linked to a proposed sale transaction
pursuant to which the Lender will purchase all of the Debtors'
assets" and provides "the Lender with a considerable strategic
advantage in the proposed sale and potential windfall as
proposed."  Of significant concern to the committee, the
"transactions as proposed . . . leave nothing for unsecured
creditors . . . and are focused entirely on the unguaranteed
premise that the Lender will reopen the hospital facility."  The
committee argued that the lender should have to allocate its
purchase price to various assets to understand that effect of its
credit bid and priming liens, that the committee should have an
opportunity to investigate the lender's prepetition conduct,
claims, and liens; and that the budget should be expanded "to fund
a liquidating plan and/or avoid an administratively insolvency
scenario."

The final DIP order, which was entered by the Court on March 12,
2014, authorized the debtor to borrow up to $4.5 million from
South Nassau Communities Hospital and use cash collateral in
accordance with the budget.  The loan is secured by a first lien
on substantially all of the debtors' assets pursuant to section
364(c) of the Bankruptcy Code and the lender was granted super-
priority administrative expense claim.  To adequately protect
other lenders and the Pension Benefit Guaranty Corporation (PBGC),
those creditors were granted a lien on the Komanoff Collateral,
except for certain actions and proceeds of them against insiders
of the debtors.  The debtor stipulated to the extent, priority and
validity of certain prepetition claims and liens.  The Court found
that the debtor had a need for postpetition financing and use of
cash collateral, that no credit was available on more favorable
terms, and that the priming of certain liens enable the debtors to
obtain the postpetition financing and maximize the value of their
assets for the benefit of their estates.  As a result of the
lender's agreement to subordinate its lien and super-priority
claims to the carve-out, the Court found the lender to be entitled
to a waiver of the surcharge provisions of section 506(c) of the
Bankruptcy Code, entitled to the rights and benefits of section
552 of the Bankruptcy Code, that the "equities of the case"
exception shall not apply, and that the lender shall not be
subject to the equitable doctrine of "marshaling."  The lender
will also not be required to file proofs of claim.

The committee has until April 29, 2014 to challenge the lenders'
liens and assert any claims against it. If converted, a chapter 7
trustee will have an additional seventy five days to bring any
such challenge. The carve-out provides for up to $25,000 for U.S.
Trustee fees, all allowed fees of case professionals prior to the
occurrence of a triggering event, and an amount of fees not to
exceed $600,000 after such an event. The committee and its
professionals, however, may not use more than $15,000 of the
financing or carved out funds to investigate the liens and claims
of the lender.

                   About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.

South Nassau Communities Hospital has offered $21 million to
purchase the assets.  The Bankruptcy Court has approved bidding
procedures.  An auction has been scheduled for April 29, 2014, and
SNCH will be the stalking horse bidder.


MEE APPAREL: Has Interim Approval of $1.8-Mil. DIP Loan
-------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey gave MEE Apparel LLC and MEE Direct LLC
interim authority to obtain priming subordinated senior secured
superpriority postpetition extensions of credit in an amount not
exceeding $1,836,032 of the $7 million Suchman, LLC, as lender,
has committed to extend.

The Debtors also obtained interim authority to use cash collateral
securing their prepetition indebtedness from and including the
closing date to and including the earlier of May 17, 2014, and the
final maturity date.

A hearing to consider final approval of the Debtors' request will
be held on April 21, 2014, at 10:00 a.m.

Counsel to the Debtors are Michael D. Sirota, Esq., David M. Bass,
Esq., and Felice R. Yudkin, Esq., at COLE, SCHOTZ, MEISEL, FORMAN
& LEONARD, P.A., A Professional Corporation, in Hackensack, New
Jersey.

Counsel to the DIP Lender is Ronn S. Davids, Esq. --
rdavids@Venable.com -- at Venable LLP, in Los Angeles, California.

Counsel to Rosenthal & Rosenthal, Inc., as factor under the
existing factoring agreements is Aaron S. Applebaum, Esq. --
aapplebaum@mdmc-law.com -- at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Wilmington, Delaware.

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: Has Interim Authority to Hire Jeffrey Gregg as CRO
---------------------------------------------------------------
MEE Apparel LLC and MEE Direct LLC sought and obtained interim
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Jeffrey L. Gregg as chief restructuring officer.

The U.S. Trustee and any official committee appointed in the
Chapter 11 cases will have until April 17, 2014, to file a written
objection to the engagement of Mr. Gregg.  In the event no
objections are timely filed, the Order will continue in full force
and effect and will be deemed a final order without the need for
further notice or hearing.

The Court's Order provides that in the event the Debtors seek to
have Mr. Gregg assume executive officer positions that are
different than the positions disclosed in the Application, or to
materially change the terms of the engagement by either modifying
the functions of his engagement or altering or expanding the scope
of the engagement, an application to modify the engagement must be
filed.

Mr. Gregg is also directed to file with the Court, and provide
notice to the U.S. Trustee and all official committees, reports of
compensation earned and expenses incurred on a monthly basis.
These reports will contain summary charts which describe the
services provided, identify the compensation earned, and itemize
the expenses incurred.  All compensation will be subject to
review by the Court in the event an objection is filed.

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: Schedules Filing Date Extended Until April 30
----------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey extended MEE Apparel LLC and MEE Direct
LLC's time to file schedules of assets and liabilities and
statements of financial affairs until April 30, 2014.

In the period immediately preceding the Petition Date, the Debtors
and their professionals were required to focus on numerous tasks
relating to the filing of the Chapter 11 cases, including, but not
limited to: (a) reviewing voluminous documents in preparation of
these Chapter 11 cases; (b) negotiating a debtor-in-possession
financing facility; and (c) preparing several "first day" motions
aimed at transitioning the Debtors into Chapter 11 with minimal
disruption.

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: Can Hire Prime Clerk as Claims & Noticing Agent
------------------------------------------------------------
MEE Apparel LLC and MEE Direct LLC sought and obtained authority
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Prime Clerk LLC as claims and noticing agent to perform
noticing services and to receive, maintain, record and otherwise
administer the proofs of claim filed in the Chapter 11 cases.

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

                                    Hourly Rate
                                    -----------
     Analyst                           $40
     Technology Consultant            $135
     Consultant                       $150
     Senior Consultant                $170
     Director                         $210

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

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

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

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

The claims agent can be reached at:

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

The Debtors have provided Prime Clerk with a $30,000 retainer.

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.


MERCURY COMPANIES: Must Reply to Comerica's Fee Motion by May 13
----------------------------------------------------------------
The U.S. District Court in Colorado granted Comerica Bank's Motion
to Dismiss a civil action filed against the bank by Mercury
Companies Inc.  Comerica moved for attorneys' fees and expenses 14
days later.  Mercury Companies filed a notice of appeal of the
Court's judgment.  The Court then entered an order deferring
ruling on Comerica's fee motion until Mercury's appeal is
resolved, reasoning that "the motion for fees does not affect the
appeal. . . ."

Comerica has moved the Court to reconsider its deferral ruling on
an expedited basis.  Comerica contends that deferral of the ruling
will "virtually assure that Comerica could not collect on any fee
award . . . given that Mercury is in the midst of completing a
final payout under its Chapter 11 liquidation plan and anticipates
applying for a final decree on June 30, 2014."  Comerica believes
that, after June 30, Mercury will have no remaining assets that
Comerica could use to satisfy an award of attorneys' fees and
expenses.

In its Response, Mercury requests a 30-day extension of time to
respond to Comerica's Motion for Reconsideration, stating that
counsel has a press of business in other cases.  Mercury does not
address Comerica's primary contention that expedited
reconsideration is warranted because Mercury's bankruptcy will be
finalized, and thus all of its remaining assets distributed
elsewhere, before the Tenth Circuit can rule on its appeal. At the
same time, Mercury discusses, at considerable length, various
possible reasons as to why Comerica's fee motion could be denied
on the merits, without actually taking a position on those issues.

Senior District Judge Richard P. Matsch in Colorado said Mercury's
Response is somewhat puzzling. On the one hand, it claims to not
have the time to explain why expedited reconsideration is not
warranted, then it goes on to give the Court an in-depth preview
of its Response to Comerica's fee motion.  The time Mercury spent
briefing the merits of Comerica's fee motion could have been
directed towards discussing why, in spite of the imminent
conclusion of Mercury's bankruptcy proceeding, Comerica would
still be able to collect on any fees and expenses awarded in the
absence of an expedited ruling on its fee motion. Mercury's
Response demonstrates to the Court that deferring consideration of
Comerica's fee motion pending appeal could substantially prejudice
Comerica, and that expediting consideration of the merits of
Comerica's fee motion will not cause Mercury's counsel undue
hardship.

In an April 14 Order available at http://is.gd/aNrFGyfrom
Leagle.com, Judge Matsch granted Comerica's Motion for
Reconsideration and its Motion to Expedite Consideration of Motion
for Reconsideration.  Mercury Companies will have up to and
including May 13, 2014 to file its Response to Comerica's Motion
for Attorney Fees and Expenses.  Comerica is to file its Reply no
later than May 20, 2014.

The case is, MERCURY COMPANIES, INC., a Colorado corporation,
Plaintiff, v. COMERICA BANK, a Texas banking association,
Defendant, Civil Action No. 13-cv-01921-RPM (D. Colo.).

Mercury Companies, Inc., is represented by Bruce E. Rohde, Esq.,
at EasonRohde, LLC.

Comerica Bank is represented by:

     Julian William Mack, Esq.
     Peter Gerard Bertrand, Esq.
     BUCHALTER NEMER
     55 Second Street, Suite 1700
     San Francisco, CA 94105-3493
     Tel: (415) 227-0900
     E-mail: pmack@buchalter.com
             pbertrand@buchalter.com

          - and -

     Duncan Eugene Barber, Esq.
     BIEGING, SHAPIRO & BARBER, LLP
     4582 South Ulster Street Parkway, Suite 1650
     Denver, CO 80237
     Tel: 720-488-0220

                   About Mercury Companies Inc.

Denver, Colorado-based Mercury Companies Inc. was a holding
company primarily for subsidiaries that until recently were
involved in the settlement services industry, including title
services, escrow services, real estate services, mortgage
services, mortgage document preparation, and settlement services
software development.  Mercury has since wound down or sold its
operations.

Mercury Cos. filed for Chapter 11 protection on Aug. 28, 2008.
Two months later, six subsidiaries, namely Arizona Title Agency,
Inc., Financial Title Company, Lenders Choice Title Company,
Lenders First Choice Agency, Inc., Texas United Title, Inc., dba
United Title of Texas and Title Guaranty Agency of Arizona, Inc.,
also filed voluntary Chapter 11 petitions.  The units' cases are
jointly administered with Mercury's (Bankr. D. Colo. Lead Case No.
08-23125).  Lawywers at Brownstein Hyatt Farber Schreck, LLP, led
by Daniel J. Garfield, Esq., served as the Debtors' bankruptcy
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, served as the
official committee of unsecured creditors' counsel.

Mercury Companies disclosed $21.8 million in assets and
$63.6 million in liabilities as of the Petition Date.

The Bankruptcy Court confirmed the Debtors' liquidating Chapter 11
Plan, as amended, on Dec. 13, 2010, after objections by the Texas
Comptroller of Public Accounts and the former employee creditors
were withdrawn.  Under the Plan, Mercury would set $25 million
cash aside in a fund for distribution to general unsecured
creditors.  Mercury estimated that at the conclusion of the claims
resolution process the total allowed general unsecured claims
would be $35 million.  The initial $25 million must be sufficient
to pay unsecured creditors roughly 70% of their claims (although
it will not be paid all at once because of the need to reserve for
disputed claims).  Mercury's remaining activities would generate
more cash so that eventually creditors must receive greater
distributions.


MF GLOBAL: Judge Narrows Customer Suit vs. Directors
----------------------------------------------------
Bloomberg News reported that MF Global Holdings Ltd.'s independent
directors won dismissal of nine claims, including fraud and
violations of New York business law, in a lawsuit brought by a
customer of the defunct brokerage company.

According to the report, allegations against New York-based
private equity firm J.C. Flowers & Co. tied to the conduct of
former MF Global Chairman Jon Corzine were also thrown out
Wednesday by U.S. District Judge Victor Marrero in Manhattan, who
previously narrowed claims in a related suit against Mr. Corzine
brought by customers suing in the wake of the company's 2011
collapse.

Judge Marrero said in his ruling that plaintiff Sapere CTA Fund, a
former commodities customer of MF Global, brought claims that "fly
in the face" of legal precedent and targeted some defendants who
"could not plausibly bear responsibility for any of the harm"
alleged in a complaint originally filed in 2011, the report
related.

While the judge allowed claims to go forward against Mr. Corzine
and Edith O'Brien, MF Global's former assistant treasurer, he
concluded that the Sapere plaintiffs failed to state a case
against the firm's seven former independent directors, the report
further related.

"No amount of argument can overcome the lack of legal support for
several of the claims filed in this action," the report cited as
Judge Marrero saying.

                        About MF Global

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

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

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

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

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

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

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

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

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

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

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


MI PUEBLO: May Liquidate Stores If Exit Plan Rejected
-----------------------------------------------------
Dan Nakaso, writing for San Jose Mercury News, reported that in
documents filed in federal bankruptcy court last week, attorneys
for Mi Pueblo asked Judge Arthur S. Weissbrodt to approve the
company's plan to emerge from Chapter 11 bankruptcy protection on
May 14 -- or it will have no choice but to liquidate the 22-year-
old chain of stores.

"The plan submitted to the federal bankruptcy court this week
positions Mi Pueblo well to move forward and to refocus on its
core mission -- to provide our customers with authentic products
and services that are of the highest quality and freshness," Mi
Pueblo spokeswoman Perla Rodriguez wrote in an email to Mercury
News. "While there is still work to accomplish in the near term,
we remain very confident that we will emerge from bankruptcy as a
stronger and better capitalized company."

According to Mercury News, Bob Reynolds, a Moraga grocery business
consultant, said if Mi Pueblo's restructuring plan gets rejected
and it, indeed, decides to liquidate, eager competitors --
including some from Southern California -- will be waiting to snap
up Mi Pueblo's store leases and merchandise at heavily discounted
prices and will quickly fill the void.  But if Mi Pueblo
successfully emerges from bankruptcy protection, Mr. Reynolds
said, other lenders and suppliers will be nervous about doing
business with the company.

"Once burned, twice wise," he said. "That's a little flip, but if
I were a vendor and I got burned by the same family, I'd be in the
situation of, 'Show me the money.' Everyone knows the kinds of
problems Mi Pueblo is having."

Mercury News, citing a report by Silicon Valley Business Journal,
noted that, through February, Mi Pueblo had a net loss of $14.5
million.  Mi Pueblo's lawyers have said only one bidder, Victory
Park Capital, is offering enough financing to allow Mi Pueblo to
erase its debts, emerge from bankruptcy protection and continue
operating.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., a chain of 21 Hispanic grocery stores,
filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893)
in San Jose, on July 22, 2013.  An affiliate, Cha Cha Enterprises,
LLC, the real estate and check-cashing arm, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

Mi Pueblo began in 1991 and was founded by Juvenal Chavez.  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.


MINUTEMAN SPILL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Minuteman Spill Response, Inc.
        2435 Housels Run Road
        Milton, PA 17847

Case No.: 14-01825

Chapter 11 Petition Date: April 18, 2014

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Williamsport)

Judge: Hon. John J Thomas

Debtor's Counsel: Robert L Knupp, Esq.
                  SMIGEL, ANDERSON & SACKS, LLP
                  4431 North Front St., 3rd Flr.
                  Harrisburg, PA 17110
                  Tel: 717 234-2401
                  Fax: 717 234-3611
                  Email: pmcbride@sasllp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian J Bolus, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pamb14-01825.pdf


MOMENTIVE PERFORMANCE: Moody's Affirms 'Ca' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Momentive Performance
Materials Inc.'s (MPM's) Probability of Default rating to D-PD
from Ca-PD and its springing lien (second lien) notes to C from
Caa3. Moody's affirmed MPM's Corporate Family Rating (CFR) at Ca,
its guaranteed secured first lien notes at Caa1 and its guaranteed
secured 1.5 lien notes at Caa2. These actions reflect the
company's SEC filing on April 15, 2014 which confirmed that MPM
had voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on April 14, 2014, had entered into a
Restructuring Support Agreement (RSA) with key creditors who own
roughly 85% of the second lien debt and obtained a $570 million
committed debtor-in-possession (DIP) facility. Moody's upgraded
the company's Speculative Grade Liquidity rating to SGL-3 from
SGL-4 due to the bankruptcy courts approval of access to $430
million of the new $570 million DIP facility. The outlook has been
changed to positive as the RSA should facilitate a restructuring
of the company and allow it to exit bankruptcy later in 2014 with
significantly lower debt. Moody's also adjusted the loss given
default assessments on the company's debt due to the new DIP
facility and the filing of its 10K on April 11, 2014.

Moody's may withdraw MPM's ratings, if it does not require ratings
during the bankruptcy process.

"Momentive has obtained a $570 million of DIP facility, which will
allow it to continue to operate during bankruptcy," stated John
Rogers, Senior Vice President at Moody's. "In addition, the
announced Restructuring Support Agreement would convert the second
lien debt to equity and eliminate the subordinated and holding
company notes. The fact that creditors owning 85% of the second
lien notes have agreed to the plan significantly increases the
likelihood that MPM will be able to successfully implement a plan
and exit bankruptcy in 2014."

Ratings downgraded:

Momentive Performance Materials Inc.

Probability of Default Rating to D-PD from Ca-PD

9% guaranteed springing lien (second lien) dollar notes due 2021
to C (LGD5, 71%) from Caa3 (LGD3, 43%)

9.5% guaranteed springing lien (second lien) euro notes due 2021
to C (LGD5, 71%) from Caa3 (LGD3, 43%)

Ratings affirmed:

Momentive Performance Materials Inc.

Corporate Family Rating at Ca

8.875% guaranteed senior secured first lien notes due 2020 at Caa1
(LGD2, 17%); (was 15%)

(originally issued by MPM Escrow LLC)

10% guaranteed senior secured 1.5 lien notes due 2020 at Caa2
(LGD3, 30%)

11.5% senior subordinated notes due 2016 at C (LGD5, 83%); (was
84%)

Ratings upgraded:

Momentive Performance Materials Inc.

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

Ratings Rationale

The downgrade of the PDR to D-PD reflects the filing a petition
for reorganization under Chapter 11 of the Bankruptcy Code. The
affirmation of the Corporate Family Rating (CFR) at Ca is
consistent with the substantial reduction in debt that is likely
to occur during the bankruptcy process (see Moody's prior press
release on April 3, 2014 for additional information). The
downgrade of the second lien notes reflect their significant loss
given the likely conversion to equity in the bankruptcy process.
The affirmation of the ratings of the first lien and 1.5 lien
notes reflects the expectation that they will be kept whole under
the proposed plan. Moody's note that MPM did make the interest
payment on these two tranches of debt on April 15, 2014.

The RSA contemplates a rights offering of $600 million and a new
post-bankruptcy credit facility of $1.3 billion. Debt would be
reduced by $2.9-3.0 billion ($1.37 billion of second lien notes,
$378 million of subordinated notes, roughly $850 million of holdco
notes, plus any amounts outstanding under the DIP facility); the
first lien debt (including the 1.5 lien notes) would be kept
whole. While holders of the subordinated notes are likely to
object to the plan, the agreement of creditors who control 85% of
the second lien debt, significantly increases the likelihood that
this plan or a similar plan will be approved by the court.

As of December 31, 2013, the company's credit metrics were
extremely weak with Debt/EBITDA of over 15x and negative Retained
Cash Flow/Debt (RCF/Debt). If the restructuring plan envisioned by
the RSA is implemented, MPM's Debt/EBITDA would have been 7.5x at
12/31/2013 and its Net Debt/EBITDA would have been approximately
6x.

The upgrade of the Speculative Grade Liquidity rating to SGL-3
from SGL-4 reflects the approval from the bankruptcy court for
access to $430 million of the new $570 million debtor-in
possession facility. This facility is comprised of a $300 million
term loan and a $270 million revolving credit facility (access to
$130 million has been approved by the court). Proceeds from the
$300 million term loan have been used to repay amounts under the
prior ABL facility ($135 million outstanding at 12/31/2013), the
remainder was used to increase the company's cash balance. MPM
cash and availability under this new facility amount to roughly
$400 million; however, roughly $90 million of the company's cash
balance is used to provide liquidity to its international
operations. If MPM needs access to additional liquidity during the
bankruptcy process, it can get access to the additional $140
million with the approval of the bankruptcy court. In practice,
this approval is more of a formality provided the liquidity is
needed.

The positive outlook reflects the expectation that the RSA will
facilitate the restructuring of MPM's debt and allow it to exit
bankruptcy over the next six months with significant debt
reduction. Moody's would only upgrade the CFR after approval of
the plan of reorganization (POR) by the bankruptcy court.

MPM has two businesses Silicones (Organosilicones) and Quartz. The
silicone business accounts for over 90% of revenues and 85% of
EBITDA. The Quartz business is a global supplier of quartz tubing,
ingots and crucibles and high-performance, non-oxide ceramic
products. This business is also suffering due to the downturn in
the semiconductor and solar businesses. MPM's sharp decline in
financial performance began in late 2011 as a result of new
silicones industry capacity and weaker than anticipated global
demand in key downstream markets (construction and electronics).
The downturn has been exacerbated by unusually slow demand growth
in Asia, which has kept prices and capacity utilization rates low.

The credit metrics cited above reflect Moody's Global Standard
Adjustments, which include the capitalization of pensions ($191
million) and operating leases ($90 million), as well as MPM's
HoldCo PIK debt (the PIK debt has a value of $847 million at
December 31, 2013 and is accreting at 11%, or over $90 million,
per year; 10% of MPM's equity and the PIK HoldCo notes are held by
affiliates of General Electric Corporation).

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were approximately $2.4 billion for the year ending December 31,
2013.


MOMENTIVE PERFORMANCE: S&P Lowers CCR to 'D' on Chapter 11 Filing
-----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on Albany, N.Y.- based Momentive Performance
Materials Inc. to 'D' from 'CC'.

At the same time, S&P lowered all issue ratings on MPM to 'D' from
'CCC-' on the first lien notes and 'C' on the 10% senior secured
notes due 2020 (the 1.5-lien notes), second-priority notes, and
subordinated notes.  The recovery rating on the company's first-
lien debt remains unchanged at '2'.

The recovery ratings on MPM's 10% senior secured notes due 2020
(the 1.5-lien notes), second-priority notes, and subordinated
notes are '6'.

S&P is removing all the ratings from CreditWatch where it placed
them with negative implications on April 2, 2014.

"The downgrade follows MPM's announcement that the company has
filed to reorganize under Chapter 11 of the U.S. Bankruptcy Code.
The company also announced it has secured $570 million in debtor-
in-possession financing," said Standard & Poor's credit analyst
Paul Kurias.

S&P's ratings on Momentive Specialty Chemicals Inc. (MSC) remain
unchanged.  S&P do not expect events at MPM to materially affect
the credit quality of Momentive Specialty Chemicals Inc., which is
owned by the same holding company parent as MPM, and with which
MPM has a shared services agreement.


MONTREAL MAINE: $7.5MM Travelers' Policy Belongs to Estate
----------------------------------------------------------
Maine Bankruptcy Judge Louis H. Kornreich ruled that Wheeling &
Lake Erie Railway Company did not properly perfect a security
interest in the $7.5 million business interruption insurance
policy -- or the related proceeds -- issued by Travelers Property
Casualty Company of America in favor of Montreal Maine & Atlantic
Railway Ltd. and its Canadian subsidiary, Montreal, Maine &
Atlantic Canada Co.; and Montreal Maine is entitled to the
proceeds of that policy free from any claim of Wheeling.

Wheeling had commenced an adversary proceeding against the Debtor,
the Chapter 11 Trustee and several other parties, seeking a
determination that it holds a valid, perfected and/or enforceable
security interest in the policy.  Wheeling's assertion stems from
a line of credit note and a security agreement dated June 15,
2009.  Upon the commencement of the bankruptcy case, Wheeling was
owed the fully extended line of credit in the amount of
$6,000,000.  By agreement and six sequential court orders,
Wheeling has permitted the Debtor to use its cash collateral.
Wheeling's balance has been reduced by approximately $1,000,000.
By order dated Oct. 11, 2013, the Debtor's use of cash collateral
came to a halt when Camden National Bank was authorized to become
the Debtor's post-bankruptcy lender.  Effective Oct. 18, 2013, CNB
financed operation of the Debtor through a $3,000,000 line of
credit agreement (an amount which was later increased) secured by
a first priority mortgage and security interest in real and
personal property of the Debtor in the U.S.

Montreal Maine had sought payment under the policy for business
interruption occasioned by the 2013 Lac-Megantic disaster.
Travelers denied payment, and eventually a settlement was reached
between the Chapter 11 trustee, MMAC and Travelers whereby
Travelers agreed to pay $3.8 million, to be apportioned 65% to
MMAC and 35% to the Debtor.

Upon motion of the Chapter 11 trustee, the settlement was
approved, reserving the issue of whether Wheeling's security
interest in the Debtor's inventory, accounts and payment
intangibles extended to the insurance policy and proceeds thereof.

A copy of the Maine Judge's April 15, 2014 Decision and Order is
available at http://is.gd/PIP0Lvfrom Leagle.com.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.


MORNINGSTAR MARKETPLACE: Creditor Seeks to Prohibit Cash Use
------------------------------------------------------------
Manufacturers and Traders Trust Company (MTTC), as trustee for
certain revenue bondholders, filed an emergency motion to prohibit
Morningstar Marketplace LTD's use of cash collateral consisting of
rents collected by the debtor, and to terminate the automatic
stay. The debtor owns certain real property that it leases to an
affiliated company to operate a flea market.  MTTC argues that the
debtor's real property secures a loan made by the York County
Development Authority for purposes of building a solar energy
project, and that the debtor made an absolute assignment of its
leases and rents.  MTTC argues that the rents are not property of
the estate and not available as cash collateral.

Alternatively, if the rents constitute cash collateral, MTTC does
not consent to its usage by the debtor and contends that it cannot
be adequately protected because the debtor "cannot offer an
additional or replacement lien against other assets as adequate
protection" and because the debtor "is not replacing the cash
collar for dollar, but is instead depleting the cash collateral to
the detriment of [MTTC]."  If authorized to use the rents, MTTC
asks the Court to require the debtor to segregate all rents into
an account and use all rents to pay the mortgages, maintain the
property and pay adequate protection of MTTC's interests.  Last,
MTTC asks for the automatic stay to be terminated because the
debtor has failed to make its post-petition payments.

The debtor responded that MTTC's mortgage is junior to that of PNC
Bank and that the debtor made its monthly mortgage payment to PNC
in March.  The debtor argues that "the highest and best use of the
property is the operation of a flea market" by its affiliated
company which has duties to approximately 600 or more vendors that
include maintaining, managing, and overseeing the property.  The
debtor believes that "by meeting its duties to the first
lienholder it is protecting the value of the property, decreasing
the balance owed to the first lienholder improving the position of
the second lienholder, and enhancing the on-going operations" for
purposes of selling the property, which was requested by MTTC.

                   About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


MORNINGSTAR MARKETPLACE: M&T Bank Argues on Scope of Stay
---------------------------------------------------------
Morningstar Marketplace, Ltd., filed a motion to confirm that the
automatic stay protected its non-debtor affiliated companies which
operate a solar energy field and flea market to protect them from
pending lawsuits by M&T Bank, the trustee of certain mortgage
revenue bonds.  M&T objected because the debtor "does not provide
any details as to what business operations would be disturbed if
the [state court actions] were to continue against Marketplace and
Solar, or how each of the companies' businesses are so intertwined
that the [lawsuit's] continuance against Solar and Marketplace
would actually effect the Debtor at all."  M&T argues that it "is
the Debtor's burden to demonstrate the existence of circumstances
that justify the court's use of its equitable powers to extent the
stay to non-debtors" and that the debtor's contention that the
three entities are commonly owned is insufficient. M&T argues that
it will be prejudiced because the affiliate that operates the flea
market is not subject to the restrictions of the sections 363 and
364 of the Bankruptcy Code and, therefore, "be able to freely
spend M&T's cash collateral and adversely affect M&Ts secured
position while M&T is stayed from protecting its interests."  M&T
concludes that "[s]uch a result is inequitable and violates the
balance of rights apportioned between a debtor and its creditors
in the bankruptcy process."

                   About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


MSI CORP: Court Approves Logue as Counsel on Derailment Case
------------------------------------------------------------
The Hon. Jeffery Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized MSI Corporation to
employ Logue Law Firm LLC as special counsel.

As reported in the Troubled Company Reporter on April 2, 2014, a
Norfolk Southern train on Feb. 13, 2014, derailed, causing more
than 20 rail/tank cars to enter into MSI's property.  Some of the
rail/tank cars were carrying crude oil and propane.  One of the
rail cars crashed into MSI's building, damaging the building
itself and destroying a significant piece of processing equipment.
It has been reported that thousands of gallons of crude oil also
leaked from four tank cars onto MSI's property.

Matthew T. Logue will be the lawyer primarily assigned to this
case but other lawyers from Logue Law may assist as well.  Logue
Law will investigate and prosecute estate claims arising from or
related to the Derailment.

Logue Law has agreed to this fee arrangement as described in the
engagement letter:

   (a) with respect to claims against MSI's insurers for first-
       party benefits under its insurance policies (the
       "Insurance Claims"), Logue Law will handle and if
       necessary litigate the Insurance Claims on a 10%
       contingency fee basis, calculated by taking 10% of any
       monies or value that the Firm secures from MSI's insurers.

   (b) with respect to claims against third-parties (the "Third
       Party Claims"), the Firm will handle and if necessary
       litigate the Third Party Claims on a 33-1/3% contingency
       fee basis, calculated by taking one third of any monies or
       value secured from third parties.

   (c) with respect to expenses incurred in connection with
       investigating, advancing and/or prosecuting claims arising
       from or related to the Derailment, MSI will advance such
       expenses.  To the greatest extent possible, the Firm will
       advise MSI of anticipated expenses in excess of $2,500
       prior to incurring such expense.  MSI may refuse to incur
       any expense prior to the Firm incurring such expense if
       MSI believes, in its reasoned business judgment, that such
       expense is unnecessary or otherwise inappropriate.
       Expenses may include, but are not limited to, expert fees,
       recording fees, deposition transcripts, notary service,
       overnight or special delivery service, postage,
       photocopying, etc.

   (d) any expenses advanced by Logue Law in connection with the
       investigation and prosecution of claims shall be
       reimbursed to Logue, subject to any required approvals by
       the Bankruptcy Court.

Matthew T. Logue, member of Logue 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.

Logue Law can be reached at:

       Matthew T. Logue, Esq.
       LOGUE LAW FIRM, LLC
       304 Ross Street, 5th Floor
       Pittsburgh, PA 15219
       Tel: (412) 456-1266
       Fax: (866) 480-1630
       E-mail: matt@loguefirm.com

                         About MSI Corp.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.

Albert's Capital Services LLC is the Debtor's chief restructuring
officer.  Michael J. Roeschenthaler, Esq., and Scott E. Schuster,
Esq., at McGuireWoods LLP, in Pittsburgh, serve as the Debtor's
counsel.  Geary & Loperfito LLC serves as special counsel.

No unsecured creditors was formed because no one responded to the
U.S. Trustee's communication for service on the committee.


MT. GOX: CEO Hoped To Set Up A Bitcoin Cafe
-------------------------------------------
Takashi Mochizuki, Kathy Chu and Eleanor Warnock, writing for The
Wall Street Journal, reported that as Mt. Gox, once the pre-
eminent exchange for buying and selling bitcoins, sank deeper into
trouble late last year, a 28-year-old Frenchman in jeans and a T-
shirt was busy focusing on coffees and pastries for a bitcoin cafe
he planned to open in the same building where his company rented
space.

According to the report, on Feb. 28 of this year, that Frenchman,
Mark Karpeles, now in a suit and tie, bowed in apology as he
explained that a stash of his digital currency worth nearly half a
billion dollars had gone missing from the exchange's vaults,
forcing it to seek bankruptcy protection. The company blamed
hackers.

Its meltdown was a stunning reversal for a currency whose
proponents had touted it as a potential replacement for paper
money, the report related.  Mt. Gox wasn't the only first-
generation bitcoin exchange to run into trouble, but it was the
largest?at its height handling 80% of all bitcoin trading.

Mr. Karpeles's lawyers said their client wouldn't heed a U.S.
Bankruptcy Court order to answer questions at a Dallas law firm on
Thursday or a subpoena from the Treasury Department's Financial
Crimes Enforcement Network, an anti-money-laundering division, the
report further related. Also last week, Mt. Gox agreed with a
Tokyo court on the first step toward liquidation.

The rise and fall of Mr. Karpeles, and Mt. Gox, offer a glimpse
into the community of enthusiasts, technology experts and
investors that propelled bitcoin from a nerdy experiment to a
means of exchange accepted by thousands of retailers, consumers
and companies, the report said.

                       About Mt. Gox

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

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

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

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


NATIVE WHOLESALE: Hearing on Conversion Adjourned to Plan Hearing
-----------------------------------------------------------------
The Bankruptcy Court will consider the motion to convert the
Chapter 11 case of Native Wholesale Supply Company to one under
Chapter 7 of the Bankruptcy Code at the yet-to-be-scheduled
hearing to confirm a plan of reorganization in the Debtor's case.

The Court has conditionally approved the Disclosure Statement and
required that the Debtor file an amended disclosure statement and
Plan with red-lined version.

As reported in the Troubled Company Reporter on March 13, 2014,
U.S. Trustee Joseph W. Allen filed the motion to convert the
Chapter 11 case.

The U.S. Trustee argued that the Debtor has (1) an inability to
perform the statutory duties of a debtor-in-possession and to
comply with the requirements of the Chapter 11 Operating
Guidelines; and (2) failed to file monthly financial reports for
February and March 2013.

The States of California, Idaho, New Mexico, New York, and
Oklahoma and the United States have filed a statement in support
of the U.S. Trustee's motion to convert or dismiss the Chapter 11
case, stating that while a number of events have occurred since
the original motion of the U.S. Trustee to convert or dismiss the
case was filed, the basic premise of the motion remains valid.

Craig T. Lutterbein, Esq., at Hodgson Russ LLP, the attorney for
the States, said in the Jan. 30 court filing, "The Debtor has not
proposed a plan within a reasonable time period and the States and
the United States are not convinced there is a reasonable
likelihood of rehabilitation.  As between the two options of
conversion or dismissal, the States and the United States believe
that conversion is the more appropriate option."  The Debtor's
exclusivity period has expired.

             About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.

According to a Consensual Disclosure Statement for Joint
Consensual Plan of Reorganization of Native Wholesale Supply
Company, and the States dated March 6, 2014, the Debtor
established a Plan Funding Account at M&T and deposited
$5.5 million on Feb. 4, 2014, and an additional $500,000 was
deposited on Feb. 14, 2014.  An additional $500,000 will be
deposited in the Plan Funding Account on each succeeding 15th day
of each month (or the first business day after the 15th)
beginning in March 2014 until the Plan is confirmed.

No trustee, examiner or creditors' committee has been appointed in
the case.


NATIVE WHOLESALE: Withdraws Motion to Post Additional Collateral
----------------------------------------------------------------
Native Wholesale Supply Company, according to its case docket, has
withdrawn a motion seeking to post additional collateral.

The Debtor, by its counsel Gross, Shuman, Brizdle & Gilfillan,
P.C., requested for Court authorization to post additional
collateral to secure its indemnity obligations under its customs
bonds.  The additional collateral is necessary to adequately
protect Great American Alliance Insurance Company, the surety,
with respect to the Customs Bonds and that the Customs Bonds are
crucial to the Debtor's continued operations.

The surety has paid indebtedness incurred by the Debtor to U.S.
Customs and Border Protection in the event the Debtor fails to pay
the customs duties and excise taxes incurred in connection with
the Debtor's importation of cigarettes and other tobacco products.
Surety currently holds $14,300,000 of collateral to secure the
Debtor's indemnity obligations.

             About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.

According to a Consensual Disclosure Statement for Joint
Consensual Plan of Reorganization of Native Wholesale Supply
Company, and the States dated March 6, 2014, the Debtor
established a Plan Funding Account at M&T and deposited
$5.5 million on Feb. 4, 2014, and an additional $500,000 was
deposited on Feb. 14, 2014.  An additional $500,000 will be
deposited in the Plan Funding Account on each succeeding 15th day
of each month (or the first business day after the 15th)
beginning in March 2014 until the Plan is confirmed.

No trustee, examiner or creditors' committee has been appointed in
the case.


NINE WEST: Moody's Assigns Caa2 Rating on $424MM Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Nine West
Holdings, Inc. $424 million of 8.25% Senior Notes due 2019.
Moody's also downgraded the ratings assigned to the Jones Group
Inc. 6.875% senior notes due 2019 to Caa2 from B1 and downgraded
the Jones Group senior notes due 2034 to Caa2 from B1. The B1
rating assigned to the Jones Group's 2014 senior notes was
withdrawn, as these notes were repaid in full at closing of the
acquisition of Jones group by affiliates of Sycamore Partners.
Nine West's B3 Corporate Family Rating was affirmed. Jones Group's
Ba3 Corporate Family Rating was withdrawn following the closing of
the acquisition. The rating actions conclude the review for
downgrade of Jones Group which commenced on December 20, 2012.

Approximately $364 million of the new 8.25% senior notes due 2019
will be exchanged for an approximately equivalent amount of Jones
Group's 6.875% notes due 2019 and an additional $60 million of
8.25% notes were issued subsequent to the closing of the
acquisition to reduce borrowings under Nine West's ABL revolver.
The downgrade of Jones Group's $250 million senior notes due 2034
and the approximately $32 million of remaining 6.875% notes due
2019 to Caa2 reflects the closing of the acquisition of Jones
Group by Sycamore partners. The Caa2 rating assigned to these
notes and the new 8.25% senior notes reflects the B3 Corporate
Family Rating of Nine West and the structural subordination of
these notes to a meaningful amount of debt that benefits from
upstream guarantees from the operating subsidiaries of Nine West.
Following the conclusion of the acquisition, the notes previously
issued by The Jones Group are now a legal obligation of Nine West
Holdings.

The following ratings were downgraded:

Nine West Holdings (formerly, The Jones Group, Inc.)

$32 million 6.875% notes due 2019 to Caa2 (LGD 5, 84%) from B1
(LGD 4, 66%)

$250 million 6 1/8% notes due 2034 to Caa2 (LGD 5, 84%) from B1
(LGD 4, 66%)

The following ratings were withdrawn:

The Jones Group, Inc.

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Speculative Grade Liquidity rating at SGL-2

$250 million senior unsecured notes due 2014 at B1 (LGD 4, 66%)

The following rating was assigned:

Nine West Holdings

$424 million 8.25% notes due 2019 at Caa2 (LGD 5, 84%)

The following ratings were affirmed (and LGD assessments amended):

Nine West Holdings

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Speculative Grade Liquidity Rating at SGL-2

$445 million Senior secured term loan B at Ba3 (LGD 2, 22% from
LGD 2, 24%)

$300 million Senior unsecured term loan at B3 (LGD 4, 51% from LGD
4, 55%)

Ratings Rationale

Nine West Holdings B3 Corporate Family Rating reflects its high
leverage and with LTM debt/EBITDA in excess of 7 times and Moody's
expectations the company's leverage will remain above 6 times for
an extended period. Deleveraging will occur primarily through the
achievement of cost savings including the closing of unprofitable
stores -- primarily full price stores operating under the "Nine
West" and "Easy Spirit" brands. Cost savings are also expected to
come from the closing of smaller and unprofitable brands and cost
savings, such as those it will no longer incur as a private
company. The ratings reflect that Nine West has a meaningful
concentration in the mass/mid tier and department store channels,
though it has a broad range of products and brands within these
channels and benefits from its meaningful scale. The ratings also
reflect Nine West's good liquidity profile as Moody's expect the
company to maintain positive free cash flow, albeit with some
seasonality, and access to a $225 million asset based revolver
which Moody's expect will be modestly used and will primarily
support seasonal working capital needs.

The stable rating outlook reflects Moody's expectations that while
leverage will remain high, cost saving measures identified,
notably the continued closing of unprofitable store locations,
wind down of unprofitable brands, and elimination of public
company costs, should enable the company to improve operating
margins over the next 12-18 months. Moody's also expect the
company to maintain a good overall liquidity profile despite the
higher debt burden.

Ratings could be upgraded if the company is successful in
improving operating margins over time, evidencing that cost
savings are being realized, while also demonstrating stable to
modestly positive revenue growth, indicating market share is being
maintained. Quantitatively ratings could be upgraded if the
company sustained debt/EBITDA below 5.75 times and interest
coverage was sustained above 1.75 times while maintaining a good
liquidity profile.

Ratings could be downgraded if operating margins did not improve,
which would evidence that either cost savings were not being
achieved or the company's brand position weakened. Ratings could
also be downgraded if the company's financial policies were to
become more aggressive or its good overall liquidity profile were
to erode. Quantitatively ratings could be downgraded if Moody's
expected debt/EBITDA to be sustained above 7.5 times or interest
coverage was to approach 1 times.

Headquartered in New York, NY, Nine West Holdings expected to be
the surviving corporation upon the conclusion of the acquisition
of The Jones Group, Inc. by affiliates of Sycamore Partners. Upon
conclusion of the transfer of certain existing brands to
affiliates of Sycamore Partners Nine West is expected to have pro-
forma revenue in excess of $2 billion. Its most significant brands
would include Nine West, Gloria Vanderbilt, L.e.i, and Easy
Spirit.


NINE WEST: S&P Retains 'B-' CCR Following $60 Million Add-On
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on New
York City-based footwear and jeanswear company Nine West Holdings
Inc., including the 'B-' corporate credit rating and 'CCC' debt
rating on the company's 8.25% unsecured notes due 2019, are
unchanged following the increase in the amount of the unsecured
notes by $60 million to $424 million.  The recovery rating of '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for secured debtholders in the event of a payment default, is also
unchanged.

The company is issuing the proposed additional $60 million of 2019
notes to reduce borrowings under its revolving credit facility,
which were used to partially fund its acquisition by financial
sponsor Sycamore Partners.  S&P estimates this additional notes
issuance is leverage neutral with pro forma leverage in the mid-7x
area.

RATINGS LIST

Nine West Holdings Inc.
Corporate Credit Rating           B-/Stable/--
  Senior Unsecured                 CCC
   Recovery Rating                 6


OHANA GROUP: Wells Fargo Action Removed From King County Court
--------------------------------------------------------------
Ohana Group, LLC, notified the Bankruptcy Court that the action
filed by Wells Fargo Bank, N.A., against it in the Superior Court
of the State of Washington in and for the County of King is
removed from that Court to the U.S. Bankruptcy Court, Western
District of Washington.

Wells Fargo serves as trustee for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2007-C5.

On March 27, 2014, Wells Fargo sought to impose a custodial
receivership over the reorganized Debtor, Ohana, based upon
alleged defaults of the loan modification agreement signed
Jan. 29, 2014, and effective Dec. 20, 2013, well as the Plan of
Reorganization confirmed by the Court on Dec. 20.

The Debtor said that Wells Fargo's claims in the King County
Superior Court fall under the jurisdiction of the Bankruptcy
Court, and are also governed by the Plan of Reorganization and the
U.S. Bankruptcy Code.

                       About Ohana Group LLC

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.


OPTIM ENERGY: Barclays Capital Approved as Investment Banker
------------------------------------------------------------
The Bankruptcy Court authorized Optim Energy, LLC, et al., to
employ Barclays Capital Inc., as investment banker.

Barclays Capital is expected to, among other things:

   a. provide general business and financial analyses for the
Debtors, including a review, from a financial point of view, of
Optim Energy's current business plan and financial projections;

   b. evaluate the current capitalization of Optim Energy and its
requirements for liquidity based on Optim Energy's business plan;
and

   c. evaluate Optim Energy's debt capacity and alternative
capital structures.

Barclays Capital's fee structure includes:

   a. A monthly fee of $125,000, payable in cash in advance
on the first business day of each calendar month.

   b. If during the term of Barclays' engagement, or at any time
during a period of 12 months following the effective date of
termination or expiration or Barclays' engagement, a restructuring
is consummated, Optim Energy will pay Barclays an advisory fee
equal to $3,000,000.

   c. If, during the term of Barclays' engagement or at any
time during the tail period, an agreement to effect a sale is
entered into or consummated, Optim Energy will pay Barclays a
transaction fee equal to 1% of the consideration involved in the
sale.  If substantially all of the assets of Optim Energy are
transferred in a single sale, any restructuring fee that becomes
payable will be creditable once against such sale fee.  In such
event, the minimum sale fee will be $3,000,000.  In the event that
less than substantially all of the assets are transferred in a
sale comprising a single transaction, Optim Energy will pay
Barclays a sale fee, provided that in the event that only one
partial asset sale occurs during the term of Barclays' engagement
hereunder or at any time during the tail period, the total of any
restructuring fee that is or becomes payable and the sale fee will
not exceed $5,500,000.  In the event that two partial asset sales
occur during the term of Barclays' engagement or at any time
during the tail period, the total of any restructuring fee that is
or becomes payable and the Sales Fee will not exceed $6,500,000.

   d. If during the term of Barclays' engagement or at
any time during the tail period, a financing is raised by the
Debtors for any party, Barclays will be paid fees for its services
which are customary based upon similar transactions and practices
in the investment banking industry, such fee to be negotiated
between Optim Energy and Barclays in good faith in advance of the
consummation of such raise of new debt or equity
capital.

   e. The Debtors agree to consider, in the Debtors' sole
discretion, payment of a discretionary fee based on the Debtors'
assessment of the quality and quantity of work completed by
Barclays in connection with its engagement.

   f. In addition to the fees, the Debtors agree to reimburse
Barclays, promptly upon request, for its reasonable expenses, plus
any sales, use or other taxes, incurred in connection with its
engagement under the Engagement Letter, regardless of whether a
transaction is consummated.  Barclays will seek consent for
payment from the Debtors for any single expense item in excess of
$10,000.

To the best of the Debtors' knowledge, Barclays and its
professionals are "disinterested persons" as defined in Section
101(14) of the Bankruptcy Code.

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


OPTIM ENERGY: Bracewell & Guiliani Okayed as Bankruptcy Counsel
---------------------------------------------------------------
The Bankruptcy Court authorized Optim Energy, LLC, et al., to
employ Bracewell & Giuliani LLP as counsel nunc pro tunc to the
Petition Date.

B&G lawyers have represented the Debtors in general corporate
matters since 2007 and therefore B&G has extensive and unique
knowledge and familiarity with the Debtors' business, assets and
legal obligations and many of the potential legal issues that may
arise in the context of these chapter 11 cases.

B&G's hourly rates are:

         Partners                     $750 - $1,150
         Associates                   $370 - $695
         Paraprofessionals                $280

These professionals are expected to have primary responsibility
for providing services to the Debtors and their hourly rates:

         Kurt Mayr                          $900
         Robert G. Burns                    $925

Kurt Mayr, a partner at B&G, told the Court that on Jan. 17, 2014,
the Debtors paid a $200,000 retainer to B&G.

Mr. Mayr assured the court that B&G is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Mayr can be reached at:

         BRACEWELL & GIULIANI LLP
         Goodwin Square
         225 Asylum Street, Suite 2600
         Hartford, CT 06103
         Tel: (860) 947-9000
         Fax: (860) 246-3201
         E-mail: Kurt.Mayr@bgllp.com

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


OPTIM ENERGY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Optim Energy Cedar Bayou 4, LLC, filed with the Bankruptcy Court
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $17,756,803
  B. Personal Property          $165,937,294
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $716,496,895
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $243,750
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $905,535
                                ------------     ------------
        Total                   $183,694,097     $717,646,180

Debtor-affiliates also filed their respective schedules,
disclosing:

   Company                            Assets      Liabilities
   -------                            ------      -----------
   Optim Energy, LLC              $6,948,418     $716,561,450
   Optim Energy Marketing, LLC            $0     $716,496,895
   OEM 1, LLC                             $0     $716,496,895

Copies of the schedules are available for free at

     http://bankrupt.com/misc/OPTIMENERGY_206_sal.pdf
     http://bankrupt.com/misc/OPTIMENERGY_207_sal.pdf
     http://bankrupt.com/misc/OPTIMENERGY_208_sal.pdf
     http://bankrupt.com/misc/OPTIMENERGY_209_sal.pdf

In March 2014, the Bankruptcy Court authorized the Debtors, on a
final basis, to pay prepetition claims of certain critical vendors
and service providers in an aggregate amount not to exceed
$750,000; and lien claimants in an aggregate amount not to exceed
$150,000.

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


OPTIM ENERGY: Meeting of Creditors Continued Until May 13
---------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, continued until
May 13, 2014, at 12:00 p.m., the meeting of creditors under 11
U.S.C. Sec. 341 in the Chapter 11 cases of Optim Energy, LLC, et
al.  The meeting will be held at J. Caleb Boggs Federal Building,
844 King St., Room 5209, Wilmington, Delaware.

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


OREMEX SILVER: Expect to Complete Annual Filings by May 30
----------------------------------------------------------
Oremex Silver Inc. on April 16 disclosed that further to its news
release on April 1, 2014, the British Colombia Securities
Commission issued a management cease trade order on April 1, 2014
for failure to its annual financial statements, CEO and CFO
certifications and management discussion and analysis for the year
ended November 30, 2013 by the deadline of March 30, 2013.  The
MCTO prohibits all trading by certain insiders of Oremex in
securities of the Company until the order is revoked.  The Company
is required to provide bi-weekly status updates in accordance with
National Policy 12-203 - Cease Trade Orders for Continuous
Disclosure Defaults until the MCTO has been revoked of a full
cease trade order issued.

The Company has now obtained all the documentation required
regarding its Mexican operations and expects to complete the
accounting related to its Canadian operations in two weeks.  The
auditors will then commence the audit process.  The Company
continues to anticipate that the Annual Filings will be completed
on or before May 30, 2014.

                           About Oremex

Oremex is a Canadian company focusing on the exploration and
development of silver projects along a highly productive
mineralized belt in Mexico.  The Company has a portfolio of silver
projects including a mineral resource of 50.8 million ounces of
silver at its Tejamen deposit.


OSI RESTAURANT: Moody's Affirms B1 CFR & Rates $200MM Debt Ba3
--------------------------------------------------------------
Moody's Investors Service affirmed OSI Restaurant Partners, LLC's
("OSI") Corporate Family Rating at B1 and assigned a Ba3 (LGD2,
25%) rating to the company's proposed $200 million senior secured
term loan A due 2019 and $400 million senior secured revolver due
2019. In addition, Moody's upgraded OSI's $975 million term loan B
rating due 2019 and $225 million existing senior secured revolver
due 2017 to Ba3 (LGD2, 25%) from B1 (LGD3, 43%). Moody's also
upgraded OSI's Speculative Grade Liquidity Rating to SGL-1 from
SGL-2. The company's Probability of Default Rating was lowered to
B2-PD from B1-PD. The rating outlook is positive.

Proceeds from the proposed $200 million term loan A and
approximately $200 million from the proposed $400 million revolver
will be used to repay approximately $400 million of outstanding
borrowings under the company's term loan B.

Ratings affirmed are:

Corporate Family Rating at B1

Ratings assigned are:

Proposed $200 million senior secured term loan A due 2019, Ba3
(LGD2, 25%)

Proposed $400 million senior secured revolver due 2019, Ba3 (LGD2,
25%)

Ratings upgraded are:

$975 million ($935 million outstanding as of 12/31/2013) senior
secured term loan B due 2019, to Ba3 (LGD2, 25%) from B1 (LGD3,
43%)

$225 million senior secured revolver due 2017, to Ba3 (LGD2, 25%)
from B1 (LGD3, 43%)

Speculative Grade Liquidity rating to SGL-1 from SGL-2

Rating lowered:

Probability of Default Rating to B2-PD from B1-PD

Ratings Rationale

The B1 Corporate Family Rating reflects OSI's high level of brand
awareness, large and diversified asset base, positive operating
trends and material debt reduction which have led to steady
improvement in credit metrics and liquidity. However, the ratings
also incorporate OSI's relatively high leverage and modest
coverage, as well as soft consumer spending and competitive
pressures that could continue to pressure earnings.

The Ba3 rating on the secured bank facilities reflects the use of
a 65% Family Recovery Rating versus 50% due in part to the
presence of financial maintenance covenants for the proposed term
loan A as well as the senior position the facilities represent
within the company's liability structure and the significant
amount of liabilities -- predominantly lease rejection claims --
that are subordinated to these facilities. The lowering of the
Probability of Default rating to B2-PD from B1-PD reflects the use
of a 65% recovery rating versus 50%. However, the ratings on the
bank facilities could be lowered in the event the refinancing does
not close as proposed causing Moody's to move back to a 50% Family
Recovery Rate.

The upgrade of the Speculative Grade Liquidity rating to SGL-1
from SGL-2 reflects Moody's view that OSI's liquidity over the
following twelve months will be very good. The upgrade
incorporates the interest cost benefit from the proposed financing
and Moody's expectation that the company will fund all of its
operations, including working capital and capex, from internal
sources. The SGL-1 also reflects the expectation that the cushion
under its financial maintenance covenants will be material.

The positive outlook reflects Moody's expectation that OSI will
continue to strengthen debt protection metrics through same store
sales growth, system-wide unit expansion, and debt reduction in
excess of mandatory amortization. The outlook also incorporates
Moody's view that the company will maintain good liquidity.

Ratings could be upgraded in the event OSI's operating trends
remain positive and stronger operating performance results in
stronger debt protection metrics and liquidity. Specifically,
ratings could be upgraded if leverage fell below 4.5 times, EBITA
coverage of interest expense approached 2.75 times, and retained
cash flow to debt was about 20% on a sustained basis. An upgrade
would also require that the company maintain good liquidity.

The rating outlook could be changed to stable if the company fails
to materially improve credit metrics or sustain favorable
operating trends. Ratings could be negatively impacted by any
protracted reversal in same store sales performance that caused a
sustained deterioration in credit metrics from current levels.
Specifically, a downgrade could occur if debt to EBITDA over the
next twelve months were to go above 5.0 times or if EBITA to
interest fell below 2.25 times. A material deterioration in
liquidity for any reason could also pressure the ratings.

OSI Restaurant Partners, LLC owns and operates a diversified base
of casual dining concepts which include Outback Steakhouse,
Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime
Steakhouse and Wine Bar and Roy's. Annual revenues for the LTM
period ended December 31, 2013, were approximately $4.1 billion.


PACIFIC STEEL: Court Approves Binder & Malter as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has authorized Pacific Steel Casting Company and Berkeley
Properties, LLC to employ Binder & Malter, LLP, as counsel over
the objections of the United States Trustee.

The U.S. Trustee cited five reasons in its objection:

     1. B&M received over $20,000 from the debtor's majority
shareholder, Tri-Pacific, Inc. and the debtor must meet a multi-
factor test in order for the debtor to be funded by its insiders.
The test requires full disclosure of arrangement to the debtor,
the payor, and the court; the debtor's express consent; the
payor's understanding that B&M had an undivided loyalty to the
debtor, and the demonstration of the absence of facts that would
create non-disinterestedness, actual or impermissible potential
for a conflict.

     2. The UST requests specific disclosure of any potential or
actual conflicts which may exist between the debtors and Tri
Pacific, and requests a declaration from Tri-Pacific that it
understands B&M's duty of loyalty.

     3. The UST requests further information about B&M's
disclosure that it "has consulted on and been employed in other
cases . . . for the debtor or other party in interest."

     4. The application discloses that B&M received payments that
are more than the amount disclosed in its Bankruptcy Rule 2016
statement.

     5. The employment agreement between the debtors and B&M was
not attached to the application.

In response, B&M attached copies of its agreements with each of
the debtors; disclosed that Tri-Pacific is represented by its own
counsel who filed a declaration acknowledging the undivided duty
of loyalty owed by B&M to the debtors; and attached a conflict
waiver letter executed by the debtors and Tri-Pacific as a result
of the arrangement and because the debtors were co-obligors of
certain debts.  B&M also disclosed that its connections with a
party in interest were to Burr Pilger Mayer, the proposed
financial advisor, who B&M represented in various matters that it
contends "are unrelated to the instant case and do not affect
B&M's disinterestedness, nor do they pose an actual or potential
conflict of interest."  B&M explained that the discrepancy in the
amount of payments it received was "attributable to the $25,000
retainer specifically allocated to [Berkeley Properties] and the
two chapter 11 filing fees totaling $2,426.00."

                   About Pacific Steel Casting,
                        Berkeley Properties

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: $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.

The official committee of unsecured creditors initially filed an
objection to the debtors' DIP financing motion, saying the terms
include "a number of provisions that violate local guidelines and
might hamper the chances of a successful reorganization" which
"could restrict the Debtors' ability to formulate and propose a
plan in this case, that would grant advance stay relief so that
the assets of the estate may be foreclosed upon without notice to
any party."  The proposed financing would repay $4.1 million owed
to Wells Fargo ad provide additional funds for operations. The
committee notes that the debtors' assets have a liquidation value
over $17 million such that Siena will be significantly oversecured
and might be tempted to exercise the proposed foreclosure rights
"if any sign of trouble arises."

The committee detailed the list of problematic provisions which
include terms that: restrict the debtors' discretion in
formulating a plan or the debtors' access to the court to seek any
relief; provide for automatic relief from the stay; limit the
debtors' right to seek authority to use cash collateral without
Siena's consent; and prevent surcharge or other administrative
expenses from being on part or superior to Siena's claim.

On April 8, the Committee filed papers, expressing support to the
Debtors' DIP financing motion.  The Committee stated that its
counsel has engaged in negotiations with the DIP lender 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,
                        Berkeley Properties

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.


PGX HOLDINGS: Moody's Withdraws B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service withdrew the ratings for PGX Holdings,
Inc.'s ("Progrexion"), including its B3 Corporate Family Rating
(CFR), B3-PD probability of default rating, and the B2 and Caa2
ratings for the company's proposed first and second-lien credit
facilities, respectively. The ratings have been withdrawn because
Progrexion has canceled plans to raise the proposed credit
facilities as a result of the company completing a different
financing transaction. Progrexion will have no rated debt
outstanding. Please refer to Moody's Ratings Withdrawal Policy on
moodys.com.

Ratings Rationale

Moody's has withdrawn the following ratings and ratings outlook:

Issuer -- PGX Holdings, Inc.

Corporate Family Rating -- B3

Probability of Default Rating -- B3-PD

$5 million first lien revolving credit facility due 2019 -- B2,
LGD3 37%

$325 million first lien term loan B facility due 2021 -- B2, LGD3
37%

$105 million second lien term loan facility due 2022 -- Caa2,
LGD5 89%

Outlook -- Stable

Headquartered in Salt Lake City, UT, PGX Holdings, Inc. is a
leading provider of credit report repair services in the U.S. The
company is majority owned by funds affiliated to private equity
firm H.I.G. Capital.


PLATFORM SPECIALTY: Chemtura Deal No Impact on Moody's B1 Rating
----------------------------------------------------------------
Platform Specialty Products Corporation (Platform, B1, stable)
announced agreement to acquire Chemtura Corporation's (Chemtura,
Ba3, stable) AgroSolutions business in a levered transaction
valued at roughly $1 billion will not impact the rating.

Platform Specialty Products Corporation (Platform) is a publicly-
traded special purpose acquisition company founded by investors
Martin Franklin and Nicolas Berggruen, and formed as a acquisition
vehicle for specialty chemicals companies. Platform's foundation
acquisition in late-2013 was MacDermid, Incorporated (MacDermid) a
global manufacturer of a variety of chemicals and technical
services utilized in a range of applications and markets
including; metal and plastic finishing, electronics, graphic arts,
and offshore drilling. MacDermid's legacy management, including
its Chairman and CEO Daniel Leever, continue their work with the
company and maintain an ownership stake in Platform. MacDermid is
headquartered in Waterbury, Connecticut, and operates facilities
worldwide. Revenues for the FYE ending December 31, 2013 were $746
million.

The AgroSolutions business is a division of Chemtura Corporation
(Chemtura, Ba3, stable) which manufactures and sells innovative,
application-focused specialty chemical and consumer products
offerings. AgroSolutions is a global distributor and developer of
crop protection chemicals including: seed treatments, fungicides,
miticides, insecticides, growth regulators, and herbicides. Net
sales for the AgroSolutions business in 2013 were $449 million.


POLY PLANT PROJECT: Section 341(a) Meeting Scheduled for May 20
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Poly Plant
Project fka PPP Equipment Corporation will be held on May 20,
2014, at 10:00 a.m. at RM 5, 915 Wilshire Blvd., 10th Floor, Los
Angeles, CA 90017.

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

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

Poly Plant Project filed a Chapter 11 bankruptcy petition in its
hometown in Los Angeles (Bankr. C.D. Cal. Case No. 14-17109) on
April 14, 2014.  Tetsunori T. Kunimune signed the petition as
chief executive officer.  The Debtor disclosed total asets of
$16.75 million and total liabilities of $22.29 million.  Donahoe &
Young LLP serves as the Debtor's counsel.  Judge Thomas B. Donovan
oversees the case.


POST HOLDINGS: Moody's Places B1 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service, Inc. placed the ratings of Post
Holdings, Inc. under review for downgrade including the company's
B1 Corporate Family Rating (CFR), B1-PD Probability of Default
Rating (PDR), and B1 senior unsecured instrument ratings. This
action follows the company's announcement that it has entered into
a definitive agreement to acquire Michael Foods Group, Inc. for
approximately $2.5 billion. The transaction is subject to
regulatory approval and is expected to close in the first half of
2014.

Post plans to finance the transaction with cash on hand and up to
$1.8 billion of new debt, which Moody's estimates would cause
debt/EBITDA to rise to about 6.9 times. Post intends to repay a
portion of the debt financing using proceeds from a contemplated
$500 million equity or equity linked security offering. An equity-
like offering of this size would reduce leverage to about 6.1
times.

Rating Rationale

The review for downgrade is based on Moody's expectation that the
proposed acquisition of Michael Foods will cause Post's financial
leverage to rise above tolerable levels for the B1 rating. In
addition, the large size of the acquisition will fundamentally
change Post's business profile, which may reduce its future
ability to support high financial leverage. While Michael Foods --
which is concentrated in unbranded egg products -- generates
relatively stable earnings, its profit margins are lower and less
stable than Post's.

"The aggressive pace of acquisitions over the past year has added
diversity to Post's business portfolio that was previously focused
on the highly-profitable but gradually declining ready-to-eat
cereal business, " commented Brian Weddington, a Moody's Senior
Credit Officer. "But financing for acquisitions also has added
financial leverage and the operational challenges that come with
integrating newly acquired businesses," added Weddington. With the
acquisition of Michael Foods, which will double Post's sales to
over $4.0 billion, Post will have completed eight acquisitions in
18 months for over $4 billion in aggregate. Post plans to operate
Michael Foods as an independent operating subsidiary.

Moody's rating review will focus on the details of Post's
acquisition financing strategy, its operating strategy for the
Michael Foods business, and its future growth plans. Moody's
expects that should the ratings be downgraded, they would be
lowered by no more than one notch.

Post Holdings, Inc.

Ratings placed under review for downgrade:

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

Senior Unsecured debt at B1 (LGD4, 51%).

Ratings affirmed:

Speculative Grade Liquidity Rating at SGL-3.

Post Holdings, based in St. Louis Missouri, is a manufacturer of
shelf-stable center-of-the-store cereal, active nutrition and
private label food products. Post is the third-largest seller of
branded ready-to-eat cereals in the U.S. behind Kellogg and
General Mills with an approximate 10% market share by Moody's
estimate. Its popular cereal brands include Honey Bunches of Oats,
Pebbles, Great Grains, Post Shredded Wheat, Post Raisin Bran,
Grape-Nuts, and Honeycomb. Post also offers premium healthy
organic cereal, granola and snacks through the Attune, Uncle Sam,
Erewhon, Golden Temple, and Willamette Valley Granola Company
brands. Post's active nutrition platform includes the Dymatize,
Premier Protein, Supreme Protein and Joint Juice brands. Post also
manufactures private label cereal, granola, dry pasta, peanut
butter and other nut butters, dried fruits and baking and snacking
nuts, servicing the private label retail, foodservice and
ingredient channels. Proforma annual sales, including completed
acquisitions, are about $1.9 billion.

Headquartered in Minnetonka, Minnesota, Michael Foods is a
producer and distributor of egg products (approximately 71%),
cheese and other dairy-case products (21%) and potato products
(8%). Net sales for the twelve months ended December 31, 2013 were
approximately $1.9 billion. The company is majority owned by
affiliates of Goldman Sachs Capital Partners (75%). Other
shareholders are Thomas H. Lee Partners with a 20% stake and
management (5%).

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.


PRINTPACK HOLDINGS: Moody's Assigns B3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Printpack Holdings,
Inc., including a B3 corporate family rating and a B3-PD
probability of default rating. Instrument ratings are detailed
below. The rating outlook is stable. Proceeds from the new debt
raised will be used to refinance existing debt, pay fees and
expenses associated with the transaction, and fund general
corporate purposes including working capital needs, acquisitions,
capital expenditures and dividends and distributions.

Moody's took the following actions:

Printpack Holdings, Inc.

Assigned corporate family rating, B3

Assigned probability of default rating, B3-PD

Assigned $350 million senior secured Term Loan B due 2021, B3
(LGD4, 60%)

The rating outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The B3 corporate family rating reflects the projected negative
free cash flow over the rating horizon resulting from
restructuring initiatives and the execution risk inherent in these
initiatives. The rating also reflects the company's weak operating
margins, high concentration of sales and fragmented and
competitive industry structure. Printpack has undertaken
significant restructuring initiatives which are projected to
continue to require excess capital spending and result in negative
free cash flow over the rating horizon. Additionally, the
company's operating margins are weak for the rating category and
are expected to remain so even after the completion of the
initiatives. The company also has a high concentration of sales,
lengthy lags on raw material cost pass-throughs and no cost pass-
throughs for costs other than raw materials.

Strengths in the company's profile include a high percentage of
sales from food packaging, long standing relationships with blue
chip customers and some exposure to faster growing markets.
Additionally, approximately 85% of business, on a dollar weighted
basis, is under contract and a high percentage of business has
contractual cost pass-throughs for raw materials. Currently,
Printpack has some exposure to faster growing markets such as pet
food and medical products, however, both markets account for a
small percentage of sales. The company also spends approximately
1%-2% of sales annually on R&D and new product development.

The ratings could be downgraded if there is deterioration in
credit metrics, liquidity or the competitive and operating
environment. The ratings could also be downgraded if the company
fails to execute on its restructuring initiatives. Specifically,
the ratings could be downgraded if debt to EBITDA increased above
6.8 times, EBIT to interest expense declined below 1.0 times, and
free cash flow to debt remained below 1.0%.

The rating could be upgraded if Printpack sustainably improves its
credit metrics within the context of a stable operating and
competitive environment, while maintaining adequate liquidity.
Specifically, the company would need to improve debt to EBITDA to
below 6.0 times, EBIT to interest expense to over 1.4 times, free
cash flow to debt to above 4.5%, and the EBIT margin to the mid-
single digits.

Printpack Holdings, Inc., headquartered in Atlanta, GA, is a
manufacturer of flexible and specialty rigid packaging, supplying
nearly all food and many non-food categories. The company
manufactures an array of packaging products, including flexible
rollstock, rigid containers and sheets, bags, labels, and pouches,
serving various end markets. The company has long standing
relationships with blue chip customers, with the top ten customers
accounting for approximately 56% of sales in 2013. As of the
twelve months ended December 31, 2013, Printpack generated
approximately $1.4 billion of revenue.


PROSPECT SQUARE: Lender Asserts Lien on Counsel Retainer
--------------------------------------------------------
Secured lender MSCI 2007-IQ16 Retail 9654, LLC, asks the
Bankruptcy Court for a declaratory judgment against Prospect
Square 07 A, LLC, et al., determining that it has a first
priority, perfected lien in a retainer.

The Debtor requested for Court approval to pay a retainer
amounting to $22,817 to Kutner Brien and Garber PC, the Debtor's
bankruptcy counsel.

According to MSCI, the retainer paid to the counsel is comprised
of rents of the property, in which MSCI asserts an interest.

                  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.


QUANTUM FOODS: Final DIP Financing Order Entered
------------------------------------------------
Bankruptcy Judge Kevin Carey on March 20, 2014, entered a final
order authorizing Quantum Foods, LLC to incur $60 million of post-
petition financing and use of cash collateral.  The Court's order
was based upon the declarations of Edgar Reilly and Michael
Buenzow and after interim and final hearings on the debtors'
motion.  The Order provides the debtors' stipulations to the
amount of prepetition debt to the lenders, and the extent,
priority and validity of the liens securing the debts. The Order
found that the debtors had a need for post-petition financing to
continue operations, and that no credit was available on more
favorable terms.

The post-petition financing may be used to fund the debtor's daily
operations and working capital needs and to roll-up all
outstanding prepetition amounts under the prepetition revolving
loan agreement.  The order grants the lenders first priority
priming liens on substantially all of the debtor's real and
personal property detailed in the order, and a superpriority
administrative claim status for all obligations owed, subject only
to a specified carve out for U.S. Trustee fees, fees for the
Debtor Professionals as limited by budget, $635,000 for Committee
Professionals, and $150,000 for the Debtor Professionals for
unpaid fees and expenses after the date of service of notice of
default under the order. The debtors are authorized to use cash
collateral subject to the approved budget and the terms and
conditions of the final order and post-petition financing
agreements.  The DIP Obligations under the order are due and
payable on August 18, 2014 or the occurrence of other events.

Among other requirements, the debtors must make certain adequate
protection payments to the lenders of "reasonable documented out-
of-pocket costs and expenses of the [prepetition agent's and
lenders'] financial advisors and attorneys" and "cash interest at
the 'Default Rate' as provided in the Prepetition Financing
Agreements."  The Debtors also waived any right to surcharge the
lenders' collateral under Section 506(c) of the Bankruptcy Code.

The order also prohibited the use of the equitable doctrine of
"marshaling" or any other similar doctrine with respect to the
debtors' collateral, entitled the lenders to all the rights and
benefits of Section 552(b) of the Bankruptcy Code, and prohibited
the debtors from asserting the "equities of the case" exception
under Section 552(b).

The order also provided that the lenders were not required to file
proofs or claim or be required to comply with the U.S. Trustee fee
guidelines.  The debtors must provide the Office of the U.S.
Trustee and the Committee's counsel invoices received from the
lenders during the chapter 11 cases and shall reimburse the
lenders for such fees within ten days of receipt unless a specific
written objection to the reasonableness of the amounts is made.

                     About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


QUBEEY INC: Has Until May 30 to File Chapter 11 Plan
----------------------------------------------------
The Hon. Maureen A. Tighe of the U.S. Bankruptcy Court for the
Central District of California extended the exclusive period of
Qubeey Inc. to file a Chapter 11 plan and disclosure statement
describing that plan from Feb. 6, 2014, to May 30, 2014.

The Debtor said the extension of time will allow it to complete
further validation of its business model to permit for a plan that
meets the feasibility requirements of the Bankruptcy Code, or a
process by which assets of the Debtor are sold.

                        About Qubeey, Inc.

Qubeey, Inc., filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 13-15805) on Sept. 5, 2013.  Rocky Wright signed the petition
as president.  The Debtor disclosed $83,500 in assets and
$11,108,391 in liabilities as of the Chapter 11 filing.  Judge
Maureen Tighe presides over the case.

On Oct. 18, 2013, the Court authorized Qubeey Inc. to employ
Greenberg & Bass LLP as bankruptcy counsel.  Douglas M. Neistat,
Esq., at Greenberg & Bass, in Encino, California, leads the
engagement.


QUIZNOS: Wants to Hire Grant Thornton as Independent Auditor
------------------------------------------------------------
QCE Finance LLC, et al., ask the Bankruptcy Court for permission
to employ Grant Thornton LLP as independent auditor, nunc pro tunc
to the Petition Date.

Grant Thornton will:

     -- complete audits, among other things, of:

        (1) the consolidated balance sheet of QCE Finance LLC
            and its subsidiaries as of Dec. 31, 2013, and the
            related consolidated statements of operations and
            comprehensive loss, changes in members' equity and
            cash flows for the year then ended;

        (2) the consolidated balance sheet of QCE LLC and its
            subsidiaries as of Dec. 31, 2013, and the related
            consolidated statements of income and comprehensive
            income, changes in member's deficit, and cash flows
            for the year then ended; and

        (3) balance sheet of QFA Royalties LLC as of Dec. 31,
            2013, and the related statement of income, changes
            in member's equity, and cash flows for the year then
            ended; and

     -- perform consulting work related to certain tax matters
        as requested by the Debtors.

Kelly Rodriguez, a partner at Grant Thornton, tells the Court that
the firm estimates that the remaining cost to complete the
2013 Audit Services will be approximately $50,000.  In addition,
as a result of these chapter 11 cases, Grant Thornton expects to
perform additional professional and administrative services,
which are outside the scope of a typical audit engagement.  As set
forth in the current engagement letter, Grant Thornton will seek
compensation for these additional services at a blended hourly
rate of $175 per hour, which compensation is not expected to
exceed an aggregate of $30,000, for these additional services.

Mr. Rodriguez adds that prior compensation received from the
Debtors, includes:

         Date of Payment                 Amount Paid
         ---------------                 -----------
         Dec. 27, 2013                    $52,500
         Feb. 3, 2014                     $52,500
         March 12, 2014                   $78,750
         March 13, 2014                   $52,500

All of the payments were made by the Debtors in connection with
the 2013 Audit Services, pursuant to the prior engagement letter.
In addition, Grant Thornton does not currently hold a retainer. As
of the Petition Date, Grant Thornton had no outstanding invoices
due from the Debtors in respect of prepetition services provided
by Grant Thornton.

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

The Debtor proposed a hearing on the matter on May 12, 2014, at
11:00 a.m.  Objections, if any, are due April 25, at 4:00 p.m.

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


REVEL AC: Former Exec Seeks Arbitration of Claim
------------------------------------------------
Lyndon Stockton, a former executive of Revel AC Inc., timely filed
a proof of claim for over $1.8 million based upon amounts owed
under an employment contract following his termination which he
claims was wrongful.  The claim was referred to mediation at
Stockton's request, however, according to Stockton, the Debtor did
not mediate in good faith because neither the primary persons
involved for the Debtor, nor a business person with settlement
authority attend the mediation.  Stockton filed a motion to
terminate mediation of his claim and referral of the claims
dispute to arbitration pursuant to the employment contract.  The
Debtor contends that the request to arbitrate is untimely.
Stockton first argues that the doctrine of equitable tolling
should apply to allow for arbitration because the Debtor's notice
of the claims resolution procedures was defective and because the
mediation order tolled all applicable periods. Second, Stockton
argues that his timely filed proof of claim and his seeking
mediation satisfied the notice requirements under the employment
agreement for seeking the "functional equivalent of arbitration."
Third, Stockton contends that the Debtor suffered not prejudice
because the Debtor was fully aware of the claim and his demand for
alternative dispute resolution. Fourth, the Debtor requests the
Court to order arbitration pursuant using its equitable powers
under Section 105 of the Bankruptcy Code. Fifth, and last,
Stockton argues that the Court maintains post-confirmation
jurisdiction to adjudicate Stockton's claim and toll the
applicable periods.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

The Official Committee of Unsecured Creditor retained Christopher
A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at
Polsinelli PC as counsel.

Revel AC Inc. on May 21, 2013, disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.


RITE AID: Fitch Raises Issuer Default Rating to 'B'
---------------------------------------------------
Fitch Ratings has upgraded its ratings on Rite Aid Corporation
(Rite Aid), including its Issuer Default Rating (IDR) to 'B' from
'B-'.  The Rating Outlook is Stable.

Key Rating Drivers:

The upgrades reflect the material improvement in the company's
operating performance, credit metrics and liquidity profile over
the past 24 months.  Rite Aid's EBITDA increased to $1.3 billion
in fiscal 2014 (year ended February 2014), after surpassing the $1
billion level for the first time in fiscal 2013.  This improvement
has been supported by the strong generic wave that boosted gross
margins, as well as management's concerted efforts to stabilize
its top-line through its loyalty card program and remodeling
activity.  Rite Aid has also pushed out major debt maturities to
2019 (with the exception of $64 million 8.5% convertible notes due
in May 2015 and the revolver due 2018) and reduced its interest
burden through a series of refinancings and debt reduction of
approximately $600 million over the last 24 months.

Fitch expects EBITDA should be sustainable in the $1.2 billion to
$1.3 billion range over the next 12 to 24 months, enabling the
company to dedicate increased capex towards store remodels and
some store relocation activity, as well devote free cash flow
(FCF) to debt reduction.  While Fitch expects gross margin to
decline in fiscal 2015 (due to generics cycling through the first
half of the year and pharmacy reimbursement pressure) and fiscal
2016, Fitch expects same store sales to grow in the 1% to 2% range
on front-end same store sales growth of around 1%, prescription
volume increase of 1%-2%, and some pharmacy inflation.

As a result, adjusted debt/EBITDAR and EBITDAR/interest plus rent
are expected to be flat or improve modestly from 5.9x and 1.7x,
respectively, at the end of fiscal 2014.

Rite Aid's operating metrics still significantly lag those of its
largest and well-capitalized competitors, with average weekly
prescriptions per store of approximately 1,240 (versus over 1,800
at CVS Caremark and Walgreen Co.) and an EBITDA margin of 5.2%
(versus Walgreen's EBITDA margin at 6.7% and CVS's retail EBITDA
margin at 11.3% pre-corporate costs).

In addition, Rite Aid has been unable to fully participate in the
strong industry growth largely due to capital constraints. The
Wellness+ loyalty card program and recent remodeling activity have
helped the company stabilize its prescription volume and generate
modest front-end growth.  In fiscal 2014, front-end same-store
sales in the Wellness Stores exceeded the non-Wellness Stores by
300 basis points, and script growth in the Wellness Stores
exceeded the non-Wellness Stores by 1%, indicating the majority of
the chain was still modestly negative.

The company expects to do 450 Wellness remodels in fiscal 2015,
with 1,215 or 26% of its store base completed as of March 1, 2014.
On a net basis, the total number of remodels on a base of
approximately 4,600 units is expected to have a modest positive
impact on overall sales and profitability. However, capital
spending still remains below levels required to remain
competitive, particularly given the lack of relocations and new
store opening activity.  As a result, the company's market share
could remain stagnant or weaken over time, even in markets where
it has a top-three position.

Strong Liquidity: Rite Aid had cash of $183 million and excess
borrowing capacity of approximately $1.3 billion under its credit
facility at March 1, 2014, net of $80 million in outstanding
letters of credit.  Rite Aid has maintained liquidity in the $950
million-$1.3 billion range for the past three years.

Fitch expects FCF, net of capex of $525 million, to be in the $500
million range in fiscal 2015, with a $150 million working capital
benefit from its supply agreement with McKesson and in part due to
lower interest expense as a result of the company's refinancing
activities in 2013 and further debt paydown in 2014.  The company
expects to pay down the $270 million of 10.25% second-lien notes
due 2019 when they become callable at 105 in the fall of this
year.  In fiscal 2016 and beyond, Fitch expects FCF to be in the
$300 million range which should enable the company to modestly
reduce debt overtime or invest a bit more on the Wellness remodels
and store relocation activity.

The company has been actively refinancing its debt over the past
year, pushing out the next major maturities to 2019 (with the
exception of $64 million 8.5% convertible notes due in May 2015
and the revolver due 2018).

Rating Sensitivities

Positive: A positive rating action could result if Rite Aid
sustains positive comparable store sales and EBITDA growth, and
adjusted debt/EBITDAR improves to the low-to-mid 5.0x range.  This
is not anticipated at this time.

Negative: A negative rating action could result from deteriorating
sales and profitability trends that takes EBITDA below $1 billion
(as seen in fiscal 2010 through fiscal 2012) and leverage returns
to over 7.0x.

Recovery Considerations

The issue ratings shown below are derived from the IDR and the
relevant Recovery Rating.  Fitch's recovery analysis assumes a
liquidation value under a distressed scenario of approximately
$5.7 billion on inventory, receivables, owned real estate, and
prescription files.  The $1,795 million revolving credit facility,
Tranche 6 term loan, and the $650 million senior secured notes due
August 2020 have a first lien on the company's cash, accounts
receivable, investment property, inventory, and script lists, and
are guaranteed by Rite Aid's subsidiaries, giving them an
outstanding recovery (91%-100%).  The senior secured credit
facility requires the company to maintain a minimum fixed charge
coverage ratio of 1.0x only if availability on the revolving
credit facility is less than $150 million.  Rite Aid's fixed
charge coverage ratio at 1.7x was above the minimum required
amount.  Fitch assumes that the revolver is drawn 80% for the
purposes of the recovery analysis.

The Tranche 1 and Tranche 2 term loans and the 10.25% notes due
October 2019 have a second lien on the same collateral as the
revolver and term loans and are guaranteed by Rite Aid's
subsidiaries.  These are also expected to have outstanding
recovery prospects.  Given the amount of secured debt in the
company's capital structure, the unsecured guaranteed notes are
assumed to have average recovery prospects (31%-50%) and unsecured
notes and convertible bonds are assumed to have poor recovery
prospects (0%-10%) in a distressed scenario.

Fitch has upgraded Rite Aid Corporation's ratings as follows:

-- IDR to 'B' from 'B-';
-- Secured revolving credit facility and term loans to 'BB/RR1'
     from 'BB-/RR1';
-- First- and second-lien senior secured notes to 'BB/RR1' from
     'BB-/RR1';
-- Guaranteed senior unsecured notes to 'B/RR4' from 'CCC+/RR5';
-- Non-guaranteed senior unsecured notes to 'CCC+/RR6' from
     'CCC/RR6'.

The Rating Outlook is Stable.


ROOSTER ENERGY: Files Amended Consolidated Financial Statements
---------------------------------------------------------------
Rooster Energy Ltd. on April 16 disclosed that it has filed
Amended Condensed Interim Consolidated Financial Statements of the
Company for the Three and Nine Months Ended September 30, 2013 and
2012 and corresponding Amended Management's Discussion and
Analysis.  The Q3 filings have been amended to include disclosure
of certain events subsequent to September 30, 2013, including that
in connection with the previously announced proposed acquisition
by the Company of Morrison Well Services, LLC and Cochon
Properties, LLC, the Company and the holders of its outstanding
senior secured notes acknowledged that the Company was in default
of the collateral coverage ratio under the senior secured notes
and the Noteholders agreed to forbear from exercising certain
rights and remedies.  The previously filed information in respect
of such September 30, 2013 filings is unchanged other than the
addition of the subsequent event disclosure.

The Company's deficiency in satisfying the collateral coverage
ratio was primarily the result of over expenditures in the second
and third quarters of 2013 related to the drilling and completion
of the High Island A-494 #B-4 well.  The Company intends to move
forward with a plan to develop the potential oil and gas reserves
identified in the well and is engaged in discussions for a new
credit facility that will allow the Company to resolve its working
capital deficit, satisfy its obligations to the Noteholders and
continue the Company's growth to maximize shareholder value.  The
Company will also continue to examine other corporate strategies,
including asset divestitures and additional debt or equity
financings, in order to finance its ongoing capital expenditure
program and settle its long-term liabilities as they fall due.

                          About Rooster

Through its wholly owned subsidiaries, Rooster --
http://www.roosterenergyltd.com-- is an independent oil and
natural gas exploration and production company based in Houston,
Texas, that is focused on the development of natural resources in
the shallow waters of the U.S. Gulf of Mexico.  At September 30,
2013, the company's primary assets consist of interests in 20
producing oil and/or natural gas wells and interest in 16 federal
leases or blocks.  Rooster is the operator of the majority of its
properties and daily oil and gas production.


RUSERT HOMES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rusert Homes, LLC
        4120 Sicard Hollow Rd.
        Birmingham, AL 35242

Case No.: 14-01522

Chapter 11 Petition Date: April 17, 2014

Court: United States Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Hon. Thomas B Bennett

Debtor's Counsel: Frederick Mott Garfield, Esq.
                  SPAIN & GILLON, LLC
                  2117 2nd Avenue N.
                  Birmingham, AL 35203
                  Tel: 205-328-4100
                  Fax: 205-324-8866
                  Email: fmg@spain-gillon.com

Total Assets: $1.21 million

Total Liabilities: $2.55 million

The petition was signed by Jeff Rusert, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb14-01522.pdf


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

       Debtor                               Case No.
       ------                               --------
       Shells, Inc.                         14-50981
       350 State St. #3
       Wadsworth, OH 44281

       Brayco LLC                           14-50982
       c/o Shells, Inc.
       350 State St. #3
       Wadsworth, OH 44281

Chapter 11 Petition Date: April 18, 2014

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Hon. Marilyn Shea-Stonum

Debtor's Counsel: Frederic P Schwieg, Esq.
                  FREDERIC P SCHWIEG ATTORNEY AT LAW
                  2705 Gibson Dr
                  Rocky River, OH 44116-3008
                  Tel: (440) 499-4506
                  Fax: (440) 398-0490
                  Email: fschwieg@schwieglaw.com

                                 Total       Total
                                Assets     Liabilities
                             ------------  -----------
Shells, Inc.                    $2.57MM      $2.94MM
Brayco LLC                      $326,402     $2.02MM

The petitions were signed by Henry C. Bray, Jr., president.

A list of Shells, Inc.'s 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ohnb14-50981.pdf

A list of Brayco LLC's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ohnb14-50982.pdf


SHOTWELL LANDFILL: Amends Schedules of Assets and Liabilities
-------------------------------------------------------------
Shotwell Landfill, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of North Carolina amended schedules of assets
and liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,900,000
  B. Personal Property           $20,335,236
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,675,268
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $373,751
                                 -----------      -----------
        TOTAL                    $23,235,236      $10,049,020

As reported in the Troubled Company Reporter on April 11, 2014,
the Debtor, in its amended schedules, disclosed total assets of
$23,235,236 and total liabilities of $10,048,364.

A copy of the Amended Schedules is available for free at
http://bankrupt.com/misc/SHOTWELLLANDFILL_amendedsal.pdf

                 About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson
on April 19, 2013.  Blake P. Barnard, Esq., William P. Janvier,
Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC,
in Raleigh, N.C., represent the Debtor as counsel.  William W.
Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C.,
represents the Debtor as special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.


SHOTWELL LANDFILL: Taps Sprunger Law to Handle Tax Returns
----------------------------------------------------------
Shotwell Landfill, Inc., et al., ask the Bankruptcy Court for
permission to employ Sue A. Sprunger, Esq., and Sprunger Law PLLC
as special counsel.

Ms. Sprunger and the firm will provide tax advice and
representation for the Debtors in connection with any examination
of their Federal and state tax returns.

Ms. Sprunger and the firm have not performed any work for any of
the Debtors in the past.  Ms. Sprunger and the firm have performed
legal work for David King, principal of the Debtors, on an
individual basis.

The Debtors proposes to pay $225 hourly rate for Ms. Sprunger.

To the best of the Debtors' knowledge, Ms. Sprunger and the firm
do not hold or represent any interest adverse to the estate.
Ms. Sprunger and the firm are not owed any amount by the Debtors
for prepetition or postpetition work and expenses.

                 About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson
on April 19, 2013.  Blake P. Barnard, Esq., William P. Janvier,
Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC,
in Raleigh, N.C., represent the Debtor as counsel.  William W.
Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C.,
represents the Debtor as special counsel.

The Debtor, in its amended schedules, disclosed $23,235,236 in
assets and $10,049,020 in liabilities.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.


SLM CORPORATION: Fitch to Withdraw 'BB+' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings plans to withdraw the ratings of SLM Corporation
(Sallie Mae) on or about April 30, 2014; the day of the planned
strategic separation of its loan management, servicing and asset
recovery business, known as Navient Corporation (Navient), from
its consumer banking business, known as SLM BankCo. After the
separation, SLM BankCo will be renamed SLM Corporation.
Fitch will rate Navient going forward.  SLM Corporation, which
will primarily be an originator of private student loans, will no
longer be rated by Fitch.  Fitch will withdraw the ratings on the
preferred instruments of SLM Corporation following the separation,
as they will not be obligations of Navient.

Fitch currently rates SLM Corporation as follows:

SLM Corporation:
-- Long-term IDR 'BB+';
-- Short-term IDR 'B';
-- Senior unsecured debt 'BB+';
-- Preferred stock 'BB-'.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient.  Fitch believes that investors benefit from increased
rating coverage by Fitch and is providing notice to the market on
the withdrawal of SLM Corporation ratings as a courtesy to
investors.

Fitch's last rating action occurred on May 29, 2013. Fitch
downgraded its long-term ratings on SLM Corporation to 'BB+' and
short-term ratings to 'B'.


SORENSON COMMUNICATIONS: Moody's Assigns Caa2 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned to Sorenson Communications,
Inc. a Caa2 Corporate Family rating ("CFR"), a Caa2-PD Probability
of Default rating ("PDR"), and B3 ratings to the proposed senior
secured first lien instruments. The ratings outlook is stable.

Sorenson filed for Chapter 11 bankruptcy protection on March 3,
2014. Sorenson's Plan of Reorganization was approved April 10,
2014. Moody's expects that Sorenson will emerge from bankruptcy on
or about May 1, 2014. The ratings reflect the debt structure that
is expected to be in place upon the company's emergence from
bankruptcy.

Ratings and LGD Assessments Assigned:

Issuer: Sorenson Communications, Inc.

Corporate Family Rating, Caa2
Probability of Default Rating, Caa2-PD

Senior Secured Revolving Credit Facility due 2019, B3 (LGD2,
  24%)

Senior Secured Term Loan due 2020, B3 (LGD2, 24%)

Outlook Assigned:

Issuer: Sorenson Communications, Inc.

Outlook, Stable

Ratings Rationale

The Caa2 CFR anticipates further restructuring activity is highly
likely, leading to debt defaults over the medium to long term. The
value of the growing Caption Call business is not a source of
repayment to the rated debt. Without Caption Call, Moody's expects
Sorenson's revenue and profits to decline steadily, driven by the
requirements of the U.S. Federal Communications Commission's
("FCC") order dated June 2013 mandating annual rate declines and
other requirements for Video Relay Service ("VRS") providers. Pro
forma debt to EBITDA is anticipated to climb from about 6 times as
of March 31, 2014, while cash flow is expected to decline. The
rating also reflects Moody's concern that the combined value of
the VRS and Caption Call businesses may be less than the
approximately $1.2 billion of total debt. The rating is supported
by adequate near-term liquidity, no material debt repayment
requirements until 2020 and a pay-in-kind (PIK) interest option on
$675 million of unrated junior debt capital, providing Sorenson
with time to continue its restructuring. All financial metrics
reflect Moody's standard adjustments.

The B3 rating on the first lien credit facility reflects the Caa2-
PD PDR and first loss support from $375 million of second lien
notes (unrated) at default. Moody's estimates that recovery after
default will be high for holders of the senior secured first lien
instruments. The $300 million of proposed parent notes (unrated)
are not assumed to provide first loss support as these notes will
be issued by an indirect parent of Sorenson and Caption Call.
Moody's believes all net cash proceeds from a sale or other
monetization of Caption Call would be applied to repay these
notes.

The stable rating outlook reflects Moody's expectations for
revenue, profit and cash flow declines in the VRS business, making
an eventual default likely. The ratings could be lowered if
liquidity deteriorates or financial performance is worse than
Moody's expects, leading Moody's to anticipate a default in the
near term or a lower recovery at default for the senior secured
first lien instruments. Higher ratings are possible if Sorenson
reduces total debt and Moody's comes to expect stability in
revenue and growth in profits and free cash flow, resulting in a
more stable debt capital structure.

Sorenson provides of IP-based video communication technology and
services to the deaf and hard of hearing. Most of the company's
revenue and profitability are generated by providing VRS, which
connects deaf customers to hearing people and an American Sign
Language interpreter via videophones. The service is provided free
of charge to qualified deaf individuals as mandated by the
Americans with Disabilities Act of 1990. VRS technology allows
deaf people to communicate using American Sign Language and is
paid for by the FCC through the Telecommunications Relay Services
Fund. Sorenson is controlled by investors including affiliates of
GSO Capital Partners L.P., Franklin Mutual Advisors and Solus
Alternative Asset Management LP. Moody's expects 2014 VRS revenue
of over $400 million.


ST. FRANCIS' HOSPITAL: Can Hire Teitelbaum & Baksin as Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized St. Francis' Hospital, Poughkeepsie, New York, et al.
to employ Teitelbaum & Baskin, LLP as co-counsel to Nixon Peabody,
the general counsel.

As reported in the Troubled Company Reporter on March 18, 2014,
T&B will have responsibility for rendering to the Debtors
professional services delegated to them by the Debtors and Nixon
Peabody, specifically with respect to such matters in which Nixon
Peabody has a conflict or potential conflict of interest with
creditors or other interested parties and for such other matters
that the Debtors, Nixon Peabody and T&B believe to be in the best
interest of estate resources.

Arthur Nizza, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

   Professional           Rates
   ------------           -----
   Partners           $350/hr
   Associates         $210 to $285/hr
   Legal Assistant    $115 to $135/hr

The Executive Office of the U.S. Trustee recently adopted new
guidelines for reviewing applications for compensations and
reimbursement of expenses filed under 11 U.S.C. Section 330 by
Attorneys in Larger Chapter 11 Cases.  By their term, "apply to
the USTP's review of applications for compensation filed by
attorneys in larger chapter 11 cases," and are intended as an
update to the original guidelines adopted by the EOUST in 1996.

The Debtors and T&B intend to make a reasonable effort to comply
with the U.S. Trustee's request for information and additional
disclosures, both in connection with this application and the
interim and final fee application to be filed by T&B in the course
of its engagement.  It is the Debtor's and T&B's intention to work
cooperatively with the U.S Trustee program to address the concerns
that prompted the EOUST to adopt the guidelines; however, in doing
so, the Debtors and T&B reserve all rights as the relevance and
substantive legal effect of the guidelines in respect of may
application for employment or compensation in these cases that
falls within the ambit of the Guidelines.

The firm may be reached at:

         Jay Teitelbaum, Esq.
         1 Barker Avenue, Third Floor
         White Plains, NY 10601
         Tel: (914) 437-7670
         E-mail: jteitelbaum@tblawllp.com

                     About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.


ST. FRANCIS' HOSPITAL: Has Until May 16 to Make Lease Decisions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the deadline of St. Francis' Hospital, Poughkeepsie, New
York, and its debtor-affiliates to assume or reject unexpired
leases of non-residential property to May 16, 2014.

                     About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.


STAR DYNAMICS: May Expand Role of Womble Carlyle
------------------------------------------------
STAR Dynamics Corporation has won Court approval to expand the
scope of Womble Carlyle Sandridge & Rice LLP's employment.

Star Dynamics Corp. originally retained, and the Court approved
the employment of, Womble Carlyle Sandridge & Rice LLP (WCSR) as
special counsel "in all litigation matters relative to BAE Systems
Technology Solutions & Services Inc. and with respect to the
completion of certain prepetition patent work" effective March 1,
2014.  The Debtor moved to expand WCSR's role "to act as the
Debtor's corporate transactional counsel to help facilitate the
sale of the Debtor's assets and certain ancillary matters."  The
Debtor disclosed that WCSR "represented the Debtor on corporate
matters for several years" and argues that "WCSR is uniquely
situated and familiar with many of the assets that would
ultimately be part of a potential sale."  WCSR's expanded role
would be on the same terms as previously approved by the Court.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


STELERA WIRELESS: Creditors Committee Wants to File Plan
--------------------------------------------------------
The Official Unsecured Creditors Committee renewed its motion to
terminate the exclusive periods of Stelera Wireless, LLC, to file
a chapter 11 plan.  The Committee proposed an April 29 hearing at
10:00 a.m., on the matter.

The Committee said that the Debtor has defaulted the Court's
recent order relating to plan exclusivity.

According to the Committee, on Nov. 7, 2013, with the agreement of
the Creditors' Committee -- given in reliance upon the Debtor's
representation of the likelihood of 100% creditor repayment -- the
Court entered its agreed order resolving disputes regarding
exclusive periods, which extended the Debtor's exclusive period
for filing a proposed plan until Feb. 15, 2014, and ordered the
Debtor to provide the Creditors' Committee, with a draft
liquidation plan by Jan. 15.

The Debtor, the Committee continued, never provided the Committee
with a draft plan.

In this connection, the Committee argued that it must be permitted
to file its own plan and disclosure statement for the Debtor, and
to solicit acceptances, in order to finalize the case and complete
the orderly liquidation of the Debtor for the benefit of all
parties-in-interest in the case.

The Committee said its plan of liquidation will have these
principal elements:

   a. Compromise and payment of the RUS claim.  The Creditors'
Committee is requesting, by separate motion, that the Court
approve a compromise of the RUS secured claim and order that
limited claim paid and satisfied prior to plan confirmation.

   b. Distribution of remainder of estate assets in accordance
with statutory priorities.  After payment and satisfaction of the
RUS claim, and without further delay, one or more distributions of
the remaining bankruptcy estate, when reduced to cash, will be
made in accordance with the priorities.

                    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.


STUART SIMONSEN: Krohne Wins Stay Relief to Pursue Fraud Suit
-------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher granted the request of Krohne
Fund, LP for relief from the automatic stay and allowed it to
proceed with litigation against Chapter 7 debtor Stuart Michael
Simonsen in the U.S. District Court for the District of Montana,
Cause No. CV-12-04-BLG-SEH, Krohne Fund, LP, Plaintiff vs. Stuart
M. Simonsen, and Kapidyia Capital Partners, LLC, Defendants.  That
action was scheduled for a jury trial immediately prior to the
Debtor's filing of his bankruptcy petition.

The Debtor had objected to the request.

Krohne Fund entered into a managed account agreement with Kapidyia
Capital Partners, LLC, to use a trading system which was based on
trading algorithms developed by Mr. Simonsen and marketed by
Kapidyia.  Krohne Fund's fund manager met with Mr. Simonsen in
August 2011 to discuss the trading system shortly before Krohne
Fund entered into the agreement.  Krohne Fund stopped trading and
withdrew the balance in its account on Nov. 30, 2011.

Krohne Fund initiated the lawsuit against Mr. Simonsen and
Kapidyia in January 2012.  Krohne Fund filed a first amended
complaint seeking damages under state law claims for relief
including breach of contract against Kapidyia, promissory estoppel
against Mr. Simonsen, and fraud, constructive fraud, and negligent
misrepresentation against both defendants.  Krohne Fund also seeks
punitive damages against both defendants for actual fraud. The
defendants filed an answer in June 2012 denying all claim. Both
defendants are represented in the lawsuit by Tom Singer, Esq.

Trial of the civil action was ready to begin on Jan. 14, 2014.

However, Mr. Simonsen filed a voluntary chapter 11 petition
(Bankr. D. Mont. Case No. 14-60015-7) on Jan. 10, 2014.  The case
was later converted to Chapter 7.

Mr. Simonsen has testified that Kapidyia is a defunct company with
no assets, and that he filed his bankruptcy petition because he
was not able to pay for the cost of trial, which he estimated
would cost about $60,000.  He testified that he has a default
judgment against him in favor of an unrelated creditor for $19
million.  Mr. Simonsen also testified that he would not consent to
entry of judgment against himself in the civil action, and that
the allegations of Krohne Fund against him are false, but he
cannot afford to defend the civil action.

A copy of Judge Kirscher's April 15, 2014 Memorandum of Decision
is available at http://is.gd/PF38Dtfrom Leagle.com.

Krohne Fund is represented by:

     Joel E. Guthals, Esq.
     GUTHALS, HUNNES & REUSS, P.C.
     175 North 27th Street Suite 903
     Wells Fargo Center
     Billings, Montana 59103
     Tel: 406-245-3071
     Fax: 406-245-3074

Stuart Michael Simonsen was represented by:

     Gary S. Deschenes, Esq.
     DESCHENES & ASSOCIATES LAW OFFICES
     309 1st Ave N
     Great Falls, MT 59401
     Tel: (406) 761-6112


SUNSTAR HOSPITALITY: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Sunstar Hospitality, LLC
           dba Holiday Inn Express
        1035 Highway 67 East
        Duncanville, TX 75137

Case No.: 14-31891

Chapter 11 Petition Date: April 18, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Ln. Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Paul Ghotra, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-31891.pdf


TELEXFREE LLC: Rejecting Contracts With Promoters
-------------------------------------------------
TelexFREE LLC and its debtor-affiliates ask the bankruptcy court
to authorize the rejection of all compensation agreements with
their promoters.  The Debtors and their consultants intend to
quickly develop a new compensation plan early in the Chapter 11
cases that will replace the existing compensation plans of their
promoters.

TelexFree paid promoters for the sales of VoIP product, the
placing of advertisements and the recruitment of other promoters
down line.  Because questions were raised about its compensation
plan, the Company on March 9, 2014, discontinued its original
compensation plan and replaced the Original Comp Plan with a
revised compensation plan.  At the time of the roll-out of the
Revised Comp Plan, the Company decided to honor certain
discretionary payments to Promoters under the Original Comp Plan.
These discretionary payments quickly became a substantial drain on
the Company's liquidity. The Company discontinued the Pre-Petition
Comp Plans and ceased making discretionary payments under the
Original Comp Plan prior to Petition Date.

Gregory E. Garman, Esq., at Gordon Silver, explains that in the
exercise of their business judgment, the Debtors have determined
that the Prepetition Comp Plans and the obligations thereunder are
burdensome to their estates and as such the agreements should be
rejected.

Under the Original Comp Plan, Promoters have and are continuing to
assert substantial claims against the Debtors.  While the Debtors
believe that many of those claims are invalid, the Debtors
continue to be burdened by the demands made under the Original
Comp Plan.  In addition, questions were raised as to whether the
Original Comp Plan is compliant with law, which jeopardized the
Debtors' business. Although the financial demands are less under
the Revised Comp Plan, the Revised Comp Plan does not generate
sufficient revenues for the Debtors to continue operating their
business.

Because neither of the Pre-Petition Comp Plans meets the needs of
the Debtors' businesses, the Debtors intend to discontinue and
reject the Pre-Petition Comp Plans and quantify the legitimate
claims under those Plans.  Once the legitimate claims have been
quantified and the Company has developed a new compensation
program, the Debtors hope to reorganize and satisfy the claims
against them.

                      Other First Day Motions

The Debtors on the Petition Date also filed motions to, among
other things:

   -- jointly administer their Chapter 11 cases;
   -- pay prepetition employee obligations;
   -- honor credit card transactions;
   -- prohibit utilities from discontinuing service;
   -- pay prepetition income and franchise taxes; and
   -- continue providing VOIP services to customers.

A copy of the declaration by the chief restructuring advisor in
support of the Chapter 11 petitions and first-day motions is
available for free at:

    http://bankrupt.com/misc/TelexFree_1st_Day_Affidavit.pdf

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFree's retail VoIP product, 99TelexFree, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFree product, the
TelexFree "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over $1
billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.

TelexFree, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

The Debtors have been notified that they must file their schedules
of assets and liabilities and statements of financial affairs by
April 27, 2014.


TELEXFREE LLC: Charges Filed in Pyramid Scheme for Immigrants
-------------------------------------------------------------
Maria Armental, writing for The Wall Street Journal, reported that
the Securities and Exchange Commission has filed charges against a
Massachusetts telephone-marketing company for allegedly running a
Ponzi scheme that targeted primarily Dominican and Brazilian
immigrants.

According to the report, the agency claims TelexFree Inc. and
TelexFree LLC ran an elaborate scheme under the guise of a
legitimate telephone-marketing company based on voice over
Internet protocol, or VOIP, technology that raised more than $300
million, largely from Brazilian and Dominican immigrants in
Massachusetts and 20 other states. The company, the complaint
notes, claims to have raised more than $1 billion.

According to the SEC complaint, the defendants sold securities in
the form of TelexFree "memberships" that promised annual returns
of 200% or more for whose who recruited new members and placed
TelexFree advertisements on free ad sites, the report related.

The company, which offered unlimited international calling for
$49.99, had VOIP sales revenue of about $1.3 million from August
2012 through March 2014, compared to the more than $1.1 billion
needed to cover its promised payments to promoters, the SEC said,
the report further related.  As a result, TelexFree paid current
investors with money received from newer investors in classic
pyramid scheme fashion, the agency claims.

The SEC said at least $30 million of investor funds had been
transferred from the company's operating accounts to accounts
controlled by affiliates or the individual defendants since
December and "tens of millions" more are unaccounted for, the
report added.

                     TelexFree Alleged to Be
                 Ponzi Scheme in Massachusetts

Bill Rochelle, the bankruptcy columnist for Bloomberg News, also
reported that TelexFree, is a "veiled pyramid and Ponzi scheme,"
according to a complaint filed by Massachusetts Secretary of State
William J. Galvin.

According to the Bloomberg report, Galvin said the Las Vegas-based
company got $90 million from Massachusetts residents and $1
billion worldwide by targeting Brazilians.  Brought under state
securities law, the administrative complaint alleges that
TelexFree fraudulently sold unregistered securities, the report
related.  The complaint seeks restitution for victims and
disgorgement of profits.

                     About TelexFREE LLC

TelexFree LLC, a marketer of Internet-based phone services, filed
for Chapter 11 protection on April 13 in Las Vegas, listing assets
for less than $100 million and debt exceeding $100 million,
following a litigation in Brazil under which the company changed
the associates' compensation program, which resulted in a decline
in revenue and increased compensation requests from the
associates.

The case is In re TelexFree LLC, 14-12524, U.S. Bankruptcy Court,
District of Nevada (Las Vegas).

The Debtors' general counsel is Nancy A. Mitchell, Esq., Maria J.
DiConza, Esq., and Matthew L Hinker, Esq., at GREENBERG TRAURIG,
LLP, in New York.  The Debtors' local counsel is Thomas H. Fell,
Esq., and Gregory E. Garman, Esq., at GORDON SILVER, in Las Vegas,
Nevada.  The Debtors' restructuring financial consultant is
ALVAREZ & MARSAL.  The Debtors' claims agent is KURTZMAN CARSON
CONSULTANTS LLC.  The Debtors' Chief Financial Officer is JOE H.
CRAFT, CPA.  The Debtors' investor relations representative is J.
FRANK ASSOCIATES, LLC.  The Debtors' interim CEO provider is
IMPACT THIS DAY, INC.


TLC HEALTH: Court Amends Final Order Authorizing DIP Financing
--------------------------------------------------------------
Bankruptcy Judge Carl L. Bucki on March 27, 2014, entered an order
amending the final order authorizing TLC Health Network to incur
post-petition financing and use cash collateral based upon an
agreement by the debtor, the secured creditors and committee.  The
amended final order authorizes the debtor to use cash collateral
and incur debt through May 12, 2014, in an amount equal to the
amounts in the budget with a variance of seven percent so long as
the use of the funds is in the ordinary course of the debtor's
business and only for the items detailed in the budget.  The
debtor and secured creditors also agreed that they may amend the
budget at any time without further order from the Court.  The
debtor's post-petition financing facility will terminate upon the
earliest of May 12, 2014, a sale of substantially all of the
collateral, or a default under the terms of the loan documents.
The order was entered based upon the Declaration of the debtor's
chairman of the board which "explained that the Debtor has an
immediate need for financing to enable the Debtor to continue to
wind down its operations and market and sell the certain real and
personal property and avoid immediate and irreparable harm to the
Debtor's estate."

A hearing on the debtor's original motion to incur post-petition
financing and use cash collateral was continued to April 28, 2014
at 1:00 p.m.

                      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.


TLC HEALTH: NextPoint LLC Okayed as Panel's Financial Advisor
-------------------------------------------------------------
The Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of TLC Health Network
to retain NextPoint LLC as its financial advisor, nunc pro tunc to
Mar. 1, 2014.

As reported in the Troubled Company Reporter on March 27, 2014,
NextPoint LLC is expected to, among other things:

   (a) review the Debtor's cash position, financial plans,
       strategic plans and business alternatives;

   (b) review and assess the pre-petition management of the
       Debtor's business; and

   (c) evaluate the Debtor's operations and ongoing viability as a
       going concern.

NextPoint LLC will be paid at these hourly rates:

       Ronald Teplitsky, partner               $200
       Support professionals                   $150

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

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

                      About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab
Services have been appointed as members to 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.


TRIGEANT LTD: Case Dismissed; To Turn Over Docs to BTB Refining
---------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida dismissed the Chapter 11 case of
Trigeant, Ltd.

The Court also ordered that the Debtor must pay the Bankruptcy
Clerk of the Court any outstanding fees, costs and charges in
connection with the case.  All pending motions are denied as moot.

BTB Refining LLC requested for the dismissal of the case.

Separately, the Court issued an order on certain documents which
are agreed to be property of BTB Refining, but to which the Debtor
claims a need or entitlement to possession.  The Court directed
the Debtor to:

   1. commence the process of turning over all of the disputed
      documents to BTB and complete the turn over by April 30.

   2. prior to turnover, the Debtor will be permitted to
      obtain copies of any or all of disputed documents, at
      the Debtor's sole expense; and

   3. if the Debtor asserts, as to any disputed documents, that
      the original documents must be kept at the Corpus Christi
      refinery premises, the Debtor will so advise BTB in writing
      before April 23;

   4. if BTB disagreed with the Debtor's position, it will file
      a notice of disagreement by April 30.  The Court will
      convene a hearing on May 13, at 10:30 a.m., to resolve the
      matter.

                       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.

In amended schedules, the Debtor disclosed $35,166,779 in assets
and $81,032,130 in liabilities as of the Chapter 11 filing.
Trigeant's previously-filed Schedules said it has assets totaling
$34,931,779 and liabilities totaling $81,032,130.

The U.S. Trustee said that an official committee has not been
appointed.


TRIGLYPH HOLDINGS: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Triglyph Holdings, LLC
        1590 Sunbury Road
        Columbus, OH 43219

Case No.: 14-52732

Chapter 11 Petition Date: April 18, 2014

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Hon. Charles M Caldwell

Debtor's Counsel: Robert E Bardwell, Esq.
                  ROBERT E. BARDWELL, JR.
                  887 South High Street
                  Columbus, OH 43206
                  Tel: (614) 907-3665
                  Fax: (614) 388-5911
                  Email: rbardwell@ohiobankruptlaw.com

Total Assets: $915,000

Total Liabilities: $11.87 million

The petition was signed by Martin Finta, managing member of Snug
Harbor Village, Ltd.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/ohsb14-52732.pdf


VERISIGN INC: S&P Raises CCR to 'BB+'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on VeriSign Inc. to 'BB+' from 'BB'.  The outlook is
stable.  At the same time, S&P raised the rating on the company's
senior unsecured notes to 'BB+' from 'BB'.  The recovery rating of
'3' on the notes remains unchanged, indicating S&P's expectation
of meaningful recovery (50% to 70%) for noteholders in the event
of a payment default.

"The upgrade reflects our reassessment of the company's financial
profile," said Standard & Poor's credit analyst Phil Schrank.
"VeriSign has significant surplus cash, and we expect that its
cash flow and leverage metrics will remain solidly within the
range for its 'minimal' financial risk profile," he added, "with
adequate headroom to make moderate acquisitions to expand its
technology portfolio or client footprint."

S&P's assessment of the company's "fair" business risk is based on
its relatively narrow business focus and limited diversity, partly
offset by its good market position and significant base of
recurring revenues.  Other factors that contribute to S&P's
assessment of VeriSign's business risk profile are its "low"
country risk and "intermediate" industry risk.

S&P's stable outlook reflects its expectation that the company
will maintain its market position and good operating performance
over the intermediate term.

A more aggressive financial policy, which would include debt-
financed acquisitions or shareholder return initiatives that would
cause leverage to be sustained in excess of 2x, could lead to a
lower rating.

VeriSign's relatively narrow business focus limits the possibility
of an upgrade to investment grade over the near term.


WEST OF TOWNERS: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: West of Towners, LLC
        5701 Orange Avenue
        Fort Pierce, FL 34947

Case No.: 14-18920

Chapter 11 Petition Date: April 18, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Erik P. Kimball

Debtor's Counsel: David L. Merrill, Esq.
                  OZMENT MERRILL
                  2001 Palm Beach Lakes Blvd, Suite 410
                  West Palm Beach, FL 33409
                  Tel: 561-689-6789
                  Fax: 561-689-6767
                  Email: david@ombkc.com

Total Assets: $345,200

Total Liabilities: $1.08 million

The petition was signed by Domenick Collura, managing member.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-18920.pdf


WEST TEXAS GUAR: Agrees to File for Chapter 11
----------------------------------------------
Josie Musico, writing for Lubbock Avalanche-Journal, reported that
West Texas Guar Inc. has reached an agreement with creditors and,
at a hearing April 16, declared to the bankruptcy court that will
file for Chapter 11 bankruptcy.

"We will be filing Chapter 11 shortly," Samuel Stricklin, Esq.,
West Texas Guar's attorney, said in a federal court hearing.

According to the report, under terms of an agreement, West Texas
Guar will pay its legal fees and up to $150,000 of those of the 24
producers with claims of nonpayments.  The Company remains in the
process of determining a settlement plan to pay for the crop.

"We're trying to work on an overall agreement for West Texas Guar
to pay farmers under contract," said Fernando Bustos, one of a
half-dozen attorneys representing the guar growers, according to
the report.

The report said a new hearing is set for 2 p.m. May 16 on the
request of a group of farmers for appointment of a trustee to
oversee the Company's operations.  If attorneys on both sides are
unable to reach a crop-payment agreement by then, they will return
to court for U.S. Bankruptcy Judge Robert L. Jones to consider
appointing a trustee.

Mr. Stricklin has said West Texas Guar CEO Mark Stanley resigned
April 5 and Edgar Montalvo has since taken over the Company.  Mr.
Montalvo has spent the past four months analyzing the equipment
and potential operations at the Company.

                      About West Texas Guar

Representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March
14, 2014, against West Texas Guar Inc.  The farmers claim they are
owed nearly $4 million for seed they've delivered on the 2013
harvest but haven't been paid for.  Guar is a seed crop that has a
variety of uses in human and animal food production, textiles and
fracking for oil and gas wells.

Judge Robert L. Jones oversees the case.  The farmers are
represented by R. Byrn Bass, Jr., Esq., Attorney at Law.

WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon,
Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in
Dallas, Texas.


WILLIAM ROSE: Appeals Court Reverses Judgment Against Founder
-------------------------------------------------------------
G. William Rose appeals from a default judgment against him and in
favor of Dalffe Developmental Enterprises, Inc.  Rose argues that
the trial court erred by striking his answer and entering his
default when he appeared on the first day of trial, and that the
subsequent default judgment cannot stand because there was no
evidence he was the alter ego of another defendant, William Rose &
Associates, Inc.

In an April 15 decision, the Court of Appeals of California,
Second District, Division Seven, concluded that the trial court
abused its discretion by striking Rose's answer and entering his
default for failing to participate in mediation and failing to
exchange trial documents and appear at the final status
conference.  The Appeals Court reversed the judgment with
directions to vacate the order striking Rose's answer and to
consider whether to impose other, less severe sanctions.

Rose was a licensed surveyor and the founder of WRA.  Rose owned
and controlled WRA and managed its business affairs until he sold
the company to Cornel Alvarado in January 2005.

Dalffe filed this action on Nov. 12, 2008, against Rose, Alvarado,
and Jon R. Reno to recover over $144,000 Dalffe claimed the
defendants owed under the lease.

On July 20, 2010 WRA filed a Chapter 11 bankruptcy case. Dalffe
advised the trial court that it would not seek a default judgment
against WRA until Dalffe obtained relief from the automatic stay.

The case is, DALFFE DEVELOPMENTAL ENTERPRISES, INC., Plaintiff and
Respondent, v. G. WILLIAM ROSE, Defendant and Appellant, No.
B245417 (Cal. App.).  A copy of the Appeals Court's decision is
available at http://is.gd/rOl18Cfrom Leagle.com.


YSC INC: Order Allowing Continued Cash Collateral Access Entered
----------------------------------------------------------------
Bankruptcy Judge Marc Barerra on March 21, 2014, entered a seventh
interim order authorizing the debtor's use of cash collateral "to
avoid immediate and irreparable harm to the estate pending a final
hearing."  The debtor's use of cash collateral is limited to the
items detailed on the budget subject to a 20% variance.
Furthermore, the order limits the monthly paychecks for the
debtors' two principals and their two sons to an aggregate of
$8,600 per month from the Comfort Inn and $8,600 per month from
the Ramada Inn.  The secured creditors were each granted
replacement liens as adequate protection pursuant to Section
362(2) of the Bankruptcy Code, and if such liens do not fully
secure any diminution in value of collateral, the creditors will
be entitled to an administrative priority claim.  The debtor will
continue to make its contractual monthly payments to the secured
creditors unless or until the hotel properties securing the loans
are sold and paid in full.  The order requires the debtor to
provide proof of hazard insurance, to reserve funds for the
payment of real and personal property taxes, to segregate bank
accounts to prevent commingling of cash collateral of the
different secured creditors.  The use of cash collateral
terminates upon the conclusion of the eighth hearing on the
debtor's motion to use cash collateral which was set for April 18,
2014 at 9:30 a.m.

                         About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


* Fitch: US Public Finance Downgrades Exceed Upgrades in 1Q'14
--------------------------------------------------------------
Fitch Ratings notes that during the first quarter of 2014 (1Q'14)
and for the 21st consecutive quarter, U.S. public finance rating
downgrades outnumbered upgrades.

Downgrades still account for a small percentage of total public
finance rating actions. Fitch downgraded 37 credits, which
represented approximately 5.2% of all rating actions and $51.9
billion in par value.  In 4Q'13, Fitch downgraded 25 credits.
Fitch upgraded 21 credits, which represented 3% of all rating
actions and $2 billion in par value.  In 4Q'13, Fitch upgraded 23
credits.

While negative actions are expected to remain elevated, as
Negative Rating Outlooks exceeded Positive Rating Outlooks (2.6:1)
at the end of 1Q'14, this is the third quarter in a row that this
ratio has decreased.  The vast majority of rating actions (88%)
during the first quarter were affirmations, with no change in
Rating Outlook or Rating Watch status. Furthermore, 91% of ratings
had a Stable Rating Outlook at the end of the first quarter.

The number of downgrades exceeded upgrades by a margin of 1.8:1,
which increased from 1.1:1 in the prior quarter. Due to sizable
downgrades in the first quarter and the relatively small par
amount of upgrades, the downgrade to upgrade ratio by par value
increased dramatically to 25:1, up from 1.7:1 in the prior
quarter.

The full report 'U.S. Public Finance Rating Actions for First
Quarter 2014' summarizes these rating actions by sector and can be
found at http://is.gd/g8Wx0c


* Katie Stenberg Elected to Waller's Board of Directors
-------------------------------------------------------
Waller, a provider of legal services to the healthcare, financial
services, retail and hospitality industries, on April 16 disclosed
that Katie G. Stenberg was elected to the firm's Board of
Directors.  Ms. Stenberg, a partner in Waller's Nashville office,
leads the firm's Finance and Restructuring practice.

"As both an attorney and a colleague, Katie has earned the respect
of her peers and clients, and she is recognized as a leader within
the firm," said Waller chairman John Tishler.  "We're extremely
fortunate to have her insight and experience on the Board."

Ms. Stenberg oversees Waller's Finance and Restructuring practice
which is comprised of more than 20 attorneys and paralegals who
assist a wide range of corporate and financial services clients in
commercial finance transactions, bankruptcy matters and corporate
restructuring efforts.  During her tenure as practice group
leader, Waller has represented prominent trustees in the two
largest municipal bankruptcies in U.S. history -- the City of
Detroit's $18 billion case filed in 2013 and Jefferson County,
Alabama's $4 billion case filed in 2011.

Ms. Stenberg's practice focuses on the representation of lenders,
healthcare companies, secured creditors, creditor committees, and
indenture trustees in financial transactions, bankruptcy
proceedings, corporate reorganizations, and state and federal
court litigation.  She earned her J.D. in 2002 from the University
of Cincinnati College of Law.  She earned a B.A., with
distinction, in 1998 from the University of Nevada. Stenberg
serves on the Boards of the Mid-South Commercial Law Institute and
the Middle Tennessee Chapter of the Turnaround Management
Association.  Additionally, she is a member of the American
Bankruptcy Institute and the American Health Lawyers Association.

In addition to Ms. Stenberg and Mr. Tishler, Waller's Board of
Directors includes Robert E. Boston, Robert "Bo" R. Campbell, Jr.,
Robert L. Harris, and E. Brent Hill.

                           About Waller

Waller -- http://www.wallerlaw.com-- is headquartered in
Nashville, Tenn. with offices in Birmingham, Ala., Austin, Tex.,
and Memphis, Tenn.  With approximately 200 attorneys, Waller helps
clients navigate a diverse range of complex transactional,
regulatory and litigation issues across myriad industries.
Founded in 1905, Waller has client relationships spanning decades
because clients, time and again, come for the lawyer and stay for
the firm(SM).


* BOND PRICING -- For Week From April 14 to 18, 2014
----------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Alion Science &
  Technology Corp       ALISCI   10.25        72       2/1/2015
Allen Systems
  Group Inc             ALLSYS    10.5    54.125     11/15/2016
Allen Systems
  Group Inc             ALLSYS    10.5    54.125     11/15/2016
Brookstone Co Inc       BKST        13    30.116     10/15/2014
Brookstone Co Inc       BKST        13      51.5     10/15/2014
Brookstone Co Inc       BKST        13        46     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    40.375     12/15/2014
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175      9.45      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55     36.79     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP     13.125         1       4/2/2018
James River Coal Co     JRCC     7.875     12.75       4/1/2019
James River Coal Co     JRCC        10    10.325       6/1/2018
James River Coal Co     JRCC       4.5         5      12/1/2015
James River Coal Co     JRCC        10     10.75       6/1/2018
James River Coal Co     JRCC     3.125    12.749      3/15/2018
LBI Media Inc           LBIMED     8.5        30       8/1/2017
MF Global
  Holdings Ltd          MF        6.25        47       8/8/2016
MF Global
  Holdings Ltd          MF       1.875    50.063       2/1/2016
MModal Inc              MODL     10.75        24      8/15/2020
MModal Inc              MODL     10.75        26      8/15/2020
Momentive Performance
  Materials Inc         MOMENT    11.5      27.5      12/1/2016
NII Capital Corp        NIHD     7.625      25.5       4/1/2021
NII Capital Corp        NIHD        10    38.377      8/15/2016
OnCure Holdings Inc     RTSX     11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse
  Electronics Corp      PULS         7        80     12/15/2014
Residential
  Capital LLC           RESCAP   6.875        32      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT      4.75     0.375       2/1/2018
THQ Inc                 THQI         5      43.5      8/15/2014
TMST Inc                THMR         8     17.75      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15     23.75       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      5.95      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25       6.5      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5      5.95      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15      23.6       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     5.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5         4      11/1/2016
USEC Inc                USU          3     30.25      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375     59.25       8/1/2016
Western Express Inc     WSTEXP    12.5    71.125      4/15/2015
Western Express Inc     WSTEXP    12.5    71.125      4/15/2015


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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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