TCR_Public/140423.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 23, 2014, Vol. 18, No. 111

                            Headlines

ARCHDIOCESE OF MILWAUKEE: Changes to Plan Outline Expected in May
AS SEEN ON TV: Infusion Brands Stake at 85.2% as of April 2
ASP HHI: S&P Affirms 'B+' CCR Following $115MM Term Loan Add-On
AURORA DIAGNOSTICS: Incurs $73 Million Net Loss in 2013
BAY CLUB: May Continue Management Contract With Morrison Ekre

BIOMODA INC: Confirms Plan Based on New Equity Investment
BMC BUILDERS: Case Summary & 8 Unsecured Creditors
BOOZ ALLEN: Moody's Rates Proposed $2.2BB Sr. Secured Debt 'Ba3'
CAESARS ENTERTAINMENT: Unit Reports $2.9 Billion Loss in 2013
CAESARS ENTERTAINMENT: Prices Offering of $675MM Senior Notes

CAESARS ENTERTAINMENT: JV Arranges Debt for $2-Bil. Purchase
CALPINE CORP: Fitch Ratings Unaffected by Asset Sale
CASH STORE: S&P Lowers Rating to 'D' Following CCAA Petition
COLDWATER CREEK: Taps Alvarez & Marsal as Financial Advisor
COLDWATER CREEK: Hires Perella Weinberg as Investment Banker

COLDWATER CREEK: Employs Prime Clerk as Administrative Advisor
COMMUNITY FIRST: Treasury Closes Sale of 17,806 Preferred Stock
CONSOLIDATED CAPITAL: Cancels Registration of Units
CORPORATE CAPITAL: Fitch Assigns 'BB+' LT Issuer Default Rating
EAU TECHNOLOGIES: Incurs $1.9 Million Net Loss in 2013

ELECTRICAL COMPONENTS: Moody's Assigns B2 CFR; Outlook Stable
ELECTRICAL COMPONENTS: S&P Assigns 'B+' CCR; Outlook Stable
ENDEAVOUR INTERNATIONAL: Files Copy of Investor Presentation
ENERGY FUTURE: Delays Form 10-K Over Restructuring Talks
ERICKSON INC: Moody's Affirms B1 CFR & Changes Outlook to Neg.

FIBERTOWER CORP: Lenders Take Over With Consummated Ch. 11 Plan
G AND S FOUNDRY: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Engineering Chief to Depart
GENERAL STEEL: Files Copy of Presentation Materials with SEC
GRIDWAY ENERGY: Obtains Interim Approval of $34-Mil. DIP Loan

GRIDWAY ENERGY: Has Interim OK to Pay $3.6MM to Critical Vendors
GRIDWAY ENERGY: Seeks to Assume Key Employees' Contracts
GRIDWAY ENERGY: Has Rust Consulting as Administrative Advisor
HD SUPPLY: Amends 2013 Annual Report
INTERFAITH MEDICAL: Can Employ Melanie Cyganowski as New CRO

INTERMETRO COMMUNICATIONS: Incurs $2.4 Million Net Loss in 2013
IZEA INC: Incurs $3.3 Million Net Loss in 2013
KEEN EQUITIES: Hires Goldberg Weprin as Bankruptcy Counsel
LAKELAND INDUSTRIES: Amends Bylaws to Add Exclusive Forum Article
LANDAUER HEALTHCARE: Case Caption Changed to LMI Legacy Holdings

LANDAUER HEALTHCARE: Expansion of Maillie's Scope of Services OK'd
LANDAUER HEALTHCARE: Court Okays Allcare Medical Settlement
LANGUAGE LINE: Moody's Affirms 'B2' Corporate Family Rating
LANGUAGE LINE: S&P Raises CCR to 'B' on Refinancing
MCC FUNDING: Files List of 10 Unsecured Creditors

MCC FUNDING: Sec. 341 Meeting Adjourned to May 12
MEDICURE INC: Comments on Recent Trading Activity
MOMENTIVE PERFORMANCE: S&P Withdraws 'D' Corp. Credit Rating
MOMENTIVE PERFORMANCE: 2014 Incentive Plan Okayed in March
MONEYGRAM INTERNATIONAL: S&P Revises Outlook & Affirms BB- ICR

MONTANA ELECTRIC: Case Conversion Hearing Continued Sine Die
MONTANA ELECTRIC: Hearing on Plan Outline Continued Until May 20
MONTANA ELECTRIC: Ch.11 Trustee's Bid to Value Security Vacated
MOONLIGHT APARTMENTS: Has Final Nod to Use Cash Collateral
MOONLIGHT APARTMENTS: First Capital's Plea to Modify Stay Okayed

MSC HOLDINGS: Moody's Assigns B2 CFR & Rates $225MM Debt B3
MT. LAUREL LODGING: Says Bank Suit v. Owner Should Be Barred
MT. LAUREL LODGING: Court Says Hilton Garden Worth $19,600,000
NAVISTAR INTERNATIONAL: Carl Icahn Stake at 17.6% as of April 15
NEWLEAD HOLDINGS: MGP Asks 700,000 Additional Settlement Shares

NORTEL NETWORKS: Commissioner Okayed to Oversee Evidence-Taking
NUMERICABLE GROUP: Junk Bond Offering Could Raise $11.6BB
NUVILEX INC: Amends $27-Mil. Purchase Agreement with Lincoln Park
OCEAN 4460: May 14 Hearing on Comerica's Motion to Value Claim
ODYSSEY PICTURES: Former Auditor's PCAOB Certification Revoked

OUTLAW RIDGE: Case Summary & 8 Unsecured Creditors
QUEEN ELIZABETH: To Enter Into Mediation on Disputed Matters
QUICKSILVER RESOURCES: Elects Scott Pinsonnault to Board
RE-170 LLC: Creative Use of Chapter 11 May Result in Dismissal
REAL ESTATE ASSOCIATES: Posts $7.9 Million Net Income in 2013

RESPONSE BIOMEDICAL: Gets 30-Day Extension From Bank
SANUWAVE HEALTH: Has Secondary Offering of 56.7MM Common Shares
SOLAR POWER: Incurs $32.2 Million Net Loss in 2013
SPANISH BROADCASTING: Reports $88.5 Million Net Loss in 2013
SPRINGLEAF FINANCE: Incurs $82.6 Million Net Loss in 2013

SPRINGMORE II: Court OKs Hiring of Smith & Company as Accountant
SPRINGMORE II: Court Approves Joe Supple as Co-counsel
TELEXFREE LLC: Proposed Kurtzman Carson Hiring Meets Objections
TLC HEALTH: Lease Decision Deadline Extended Through July 14
TLC HEALTH: Plan Exclusivity Period Extended Until August 13

TLW PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
TRIAD GUARANTY: Still Seeks to Use Tax Losses for Reorganizing
VENOCO INC: Warns That Buyout Debt Is Haunting It
VERITEQ CORP: Incurs $15.1 Million Net Loss in 2013
VERTIS HOLDINGS: April 29 Hearing on Settlement of KEIP Claim

VICTOR OOLITIC: Court Okays Sale of Assets to Indiana Commercial
VICTOR OOLITIC: Files Schedules of Assets and Liabilities
VICTOR OOLITIC: Has OK to Hire McDonald Hopkins as Bankr. Counsel
VICTOR OOLITIC: Court OKs Quarton Partners as Investment Banker
VICTOR OOLITIC: Morris Nichols Okayed as Bankruptcy Co-Counsel

VICTOR OOLITIC: Has Nod to Hire Faegre Baker as Labor Counsel
WARNER MUSIC: Launches Senior Notes Offering and Tender Offer
WATCO COS: S&P Revises Outlook to Positive & Affirms 'B' CCR
WEST AIRPORT PALMS: Michael D. Seese Okayed as Bankruptcy Counsel
WEST TEXAS GUAR: Seeks Authority to Use Cash Collateral

* High Court Declines to Decide Chapter 7 Lien-Stripping
* Bankruptcy Courts Found to Be 'Courts of the U.S.'
* Canceling a Debt Might Also Cancel the Mortgage

* Fourth Circuit Requires Five-Year Chapter 13 Plan
* Lender Must Return Repossessed Auto Immediately
* Retail Value Governs Surrendered Property in Chapter 13

* June 2 Entry Deadline Set for TMA's Student Paper Competition


                             *********

ARCHDIOCESE OF MILWAUKEE: Changes to Plan Outline Expected in May
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
was to hold a telephone conference on April 22, 2014 to discuss a
schedule for the hearing on the confirmation of the plan proposed
by the Archdiocese of Milwaukee.

Presiding Judge Susan V. Kelley, found that the notice on the
hearing of the Debtor's Disclosure Statement was proper.  The
hearing was held on April 17, at about 10:00 a.m. to 4:00 p.m.

As per the minutes of the DS hearing, a number of abuse survivors
sent letters to the Court purporting to object to the Disclosure
Statement, but the Court determined that the letters are actually
objections to the Plan and thus, the correspondence from the
survivors were not considered at that hearing.

The Court, at the hearing, noted that if the Plan is patently
unconfirmable, it doesn't intend to waste time on considering the
Disclosure Statement.  The Official Committee of Unsecured
Creditors' Motion seeking a status conference on the Plan
confirmation issues suggested that the Plan is unconfirmable
because the Plan proposes to settle the Cemetery Trust Litigation
despite a Court-approved stipulation giving sole settlement
authority to the Committee.  The Court disagreed with the Debtor
that Judge Randa's decision and the Adelphia case are on point
with the current situation.  However, after considering the
arguments of counsel, the Court concluded that it has the
authority to vacate the Order granting settlement authority to the
Committee, and therefore the Plan
is not patently unconfirmable.

On April 15, 2014, the Debtor filed a First Amended Disclosure
Statement with red-line changes, deletions and insertions in
response to the Committee's, certain insurers' and certain abuse
survivors' objections to the Disclosure Statement.  The Court went
through the First Amended Disclosure Statement at the hearing and
ruled on the proposed deletions, insertions and other
modifications.  The Court provided a copy of the First Amended
Disclosure Statement containing the Court's comments to counsel.

In addition, the Court requested three additions/clarifications to
the Disclosure Statement:

   (1) an explanation of why the Archbishop invited abuse
       survivors to file claims and then the Debtor proceeded to
       object to every such claim;

   (2) an explanation of why the abuse survivor claims are not
       all placed in one class with the abuse survivors themselves
       determining how to allocate any monetary distribution; and

   (3) an explanation of why the Cemetery Trust loan is in the
       amount of $2,000,000, rather than a higher amount.

The Court also considered specific objections filed by various
insurance companies and directed the Debtor to make certain
changes in response to those objections. OneBeacon Insurance
Company and Stonewall Insurance Company are one of those insurers
that objected to the Disclosure Statement, asserting that the plan
outline mischaracterizes the Debtor's relationship with them.

In a few instances, final language changes were not decided at the
hearing, according to the hearing minutes.  The Debtor, Committee
and insurers will endeavor to draft these changes forthwith.  The
parties will share their proposed changes with each other by
May 1, 2014.  The Debtor is directed to provide the Court with a
red-line copy of the proposed final Disclosure Statement
indicating any language changes that the parties are unable to
agree upon by May 9.

The Court intends to rule on any disputed items without an
additional hearing.

The Court also said it will advise the parties of its rulings by
May 15, 2014, so that the final version of the Disclosure
Statement will be ready for approval on that date.

The Debtor informed the Court that a change in the Plan may be
necessary to accommodate a request by the Internal Revenue Service
for more time to file an administrative claim.  The Debtor does
not believe that the IRS will have any such claim, but has agreed
to provide additional time nevertheless.

Appearances at the Disclosure Statement hearing by Daryl Diesing,
Esq., Francis LoCoco, Esq. and Lindsey Greenawald, Esq. for the
Debtor; Kenneth Brown, James Stang, and Albert Solocheck for the
Official Committee of Unsecured Creditors; Jeff Anderson and
Michael Finnegan for Certain Survivors/Creditors; Mark McKenna for
Certain Abuse Survivors; Brigid Leahy and David Christian for
Continental Casualty Company; William Factor and Mark Nelson for
OneBeacon and Stonewall Insurance Companies; John Finerty for
Federal Insurance Company; Catalina Sugayan, Marcos Cancio, and
Jeff Kahane for London Market Insurers; Randall Crocker and Shay
Agsten for U.S. Bank, N.A. as Trustee of the Priest Pension Trust
and the Priest Pension Trust; U.S. Bank, N.A. as Trustee of the
Lay Employee Pension Trust and the Lay Employee Pension Trust and
the De Sales Preparatory Seminary, Inc.; Peter Blain and Patrick
Hodan for Faith in Our Future Trust; Timothy Nixon for Archbishop
Jerome E. Listecki as Trustee of the Milwaukee Archdiocese
Cemetery Trust; Debra Schneider for the U.S. Trustee; and Joseph
Fenzel for Park Bank.  John Marek, chief financial officer of the
Debtor, was also present at the hearing.

                 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.


AS SEEN ON TV: Infusion Brands Stake at 85.2% as of April 2
-----------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Infusion Brands International, Inc., and its
affiliates disclosed that as of April 2, 2014, they beneficially
owned 452,960,490 shares of common stock of As Seen On TV, Inc.
("Issuer"), representing 85.2 percent of the shares outstanding.

On April 2, 2014, Infusion Brands entered into an Agreement and
Plan of Merger with the Issuer, Infusion Brands, Inc., a wholly
owned subsidiary of Infusion Brands International, and ASTV Merger
Sub, Inc., a wholly owned subsidiary of the Issuer.  All of the
closing conditions included in the Merger Agreement were satisfied
on April 2, 2014, and the Merger closed on April 2, 2014.  Also on
April 2, 2014, in accordance with the Merger Agreement and upon
the filing of Articles of Merger pursuant to the requirements of
the Nevada Revised Statutes, Merger Sub merged with and into
Infusion, with Infusion continuing as the surviving corporation
and becoming a direct wholly owned subsidiary of the Issuer.

Pursuant to the terms of the Merger Agreement, the Issuer issued
to Infusion Brands 452,960,490 shares of its Common Stock in
exchange for all of the outstanding shares of Infusion common
stock in consideration of the Merger.  As a result, Infusion
Brands became the majority shareholder of the Issuer, owning
approximately 85.2 percent of the Issuer's outstanding Common
Stock as of the date of the Merger and approximately 75 percent of
the Issuer's outstanding Common Stock on a fully diluted basis.

Pursuant to the Merger Agreement, Infusion Brands acquired the
right to appoint five of the seven members of the Issuer's Board
of Directors.  On April 2, 2014, Infusion Brands appointed Dennis
Healey, Ms. Mary Mather, and Messrs. Robert DeCecco, Shadron
Stastney, and Allen Clary to the Issuer's Board in exercise of
that right.  On April 10, 2014, the Board of the Issuer appointed
Mr. Robert DeCecco as Chairman and chief executive officer of the
Issuer, Mr. Allen Clary as president of the Issuer, and Ms. Mather
as secretary and treasurer of the Issuer.

A copy of the regulatory filing is available for free at:

                        http://is.gd/4EY69F

                        About As Seen on TV

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

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

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

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

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

                          Bankruptcy Warning

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

   * Significantly curtailing costs and consolidating operations,
     where feasible.

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

   * Reducing operations to conserve cash.

   * Deferring certain marketing activities.

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

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


ASP HHI: S&P Affirms 'B+' CCR Following $115MM Term Loan Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on ASP HHI Intermediate Holdings Inc.
(HHI).  The outlook remains stable.

At the same time, S&P affirmed its 'B+' issue-level rating on ASP
HHI Acquisition Co. Inc.'s term loan B due 2018 following a $115
million add-on; the term loan B was originally $620 million, with
$565 million outstanding as of March 31, 2014.  The '3' recovery
rating remains unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%) in the event of a payment default.
ASP HHI Acquisition Co. Inc. is the borrower of the term loan B,
and HHI is the parent and guarantor.  HHI will use the proceeds to
fund a dividend to shareholders and pay related fees and expenses.

The rating on HHI reflects S&P's "weak" business risk profile and
"aggressive" financial risk profile assessments, based on S&P's
criteria.  S&P's business risk assessment incorporates the
multiple industry risks automotive suppliers face, including
volatile demand, high fixed costs, intense competition, and severe
pricing pressures.  S&P's financial risk profile assessment
incorporates the somewhat reduced cushion in HHI's credit metrics,
given its recent debt-financed dividend distributions.  S&P
assumes that the company's financial policies will remain
aggressive following American Securities LLC's acquisition of the
company in October 2012 through a recapitalization.

The affirmations are based on the modest impact the incremental
debt will have on credit protection measures and S&P's expectation
for steady improvement in earnings over the next two years.

"The stable outlook reflects our view that HHI can maintain
positive FOCF generation in the year ahead, with leverage of about
4.0x or less," said Standard & Poor's credit analyst Nishit
Madlani.  S&P expects HHI's production in North America to improve
roughly in line with its estimate for GDP growth over the next 12
months because of the rebounding U.S. housing market amid other
slightly positive economic indicators.  However, HHI's cash
generation is very susceptible to future auto production, which
S&P believes could be volatile.  S&P also considers GM's ability
to maintain its market share to be a key factor for HHI's
performance.

"We could lower the rating during the next 12 months if FOCF
generation turns negative for consecutive quarters, or if debt to
EBITDA, including our adjustments, trends toward 5.0x or higher.
Given the reduced cushion in credit metrics compared with our
original expectations for the rating, any further leveraging
transaction during the next 12 months could likely increase
downside risk.  This could also occur if HHI's EBITDA margins fall
by about 350 basis points (from our base case) on a low-double-
digit revenue decline.  A downgrade could also occur if it appears
likely that future covenant tests could be breached if forecasted
EBITDA were to decline by only 10%," S&P said.

S&P considers an upgrade unlikely because HHI's financial policies
will likely remain aggressive under its private equity owners and
the company may pursue additional targeted acquisitions or,
eventually, another distribution of capital instead of any
meaningful debt reduction.


AURORA DIAGNOSTICS: Incurs $73 Million Net Loss in 2013
-------------------------------------------------------
Aurora Diagnostics Holdings, LLC, filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $73.01 million on $248.16 million of net revenue for
the year ended Dec. 31, 2013, as compared with a net loss of
$160.85 million on $277.88 million of net revenue for the year
ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $328.88 million in total
assets, $381.37 million in total liabilities and a $52.49 million
total members' deficit.

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

                        http://is.gd/xvFFgH

                      About Aurora Diagnostics

Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
Holdings, LLC, through its subsidiaries, provides physician-based
general anatomic and clinical pathology, dermatopathology,
molecular diagnostic services and other esoteric testing services
to physicians, hospitals, clinical laboratories and surgery
centers. The company recognized approximately $260 million in
revenue for the 12 months ended June 30, 2013. The company is
majority owned by equity sponsors KRG Capital Partners and Summit
Partners.

As reported by the Troubled Company Reporter on Sept. 27, 2013,
Moody's Investors Service downgraded Aurora's Corporate Family
Rating to Caa2 from B3 and Probability of Default Rating to Caa2-
PD from B3-PD. Moody's also lowered the debt ratings of Aurora
Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC
(collectively Aurora). Concurrently, Moody's downgraded Aurora's
Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The
outlook for the ratings remains negative.

The downgrade of the ratings reflects Moody's expectation that the
company will see continued difficulty in mitigating a significant
decline in revenue and EBITDA. This stems from a reduction in
Medicare reimbursement due to a decrease in rates and
sequestration, continued challenging volume growth trends and
threats of additional reimbursement reductions. This will
negatively impact the company's credit metrics, constrain Aurora's
ability to repay debt and pressure the company's liquidity
position. Moody's also has concerns about the sustainability of
the company's capital structure given its significant debt load
and related interest burden.

As reported by the TCR on Oct. 21, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aurora to 'CCC+'
from 'B-'.  "We downgraded the company because we believe 2014
Medicare payment rates, signaled by recent proposals from the
Centers for Medicare & Medicaid Services, are likely to be more
onerous than we previously expected," said Standard & Poor's
credit analyst Gail Hessol.  "In addition, we doubt Aurora's
ability to stem erosion of its competitive position and we expect
limited benefits from Aurora's cost reduction efforts.  Therefore,
we expect its EBITDA and discretionary cash flow to decline
significantly in 2014, compared with 2013."


BAY CLUB: May Continue Management Contract With Morrison Ekre
-------------------------------------------------------------
Bankruptcy Judge Randall L. Dunn, in an amended order, granted Bay
Club Partners-472, LLC's precautionary motion for authority to
continue operating under management agreement with Morrison, Ekre,
& Bart Management Services, Inc.

The Court had entered an initial order granting the motion to
which the U.S. Trustee has objected.  The Debtor related that it
has resolved all issues raised in connection with the initial
order by entering into an amended management agreement.

Although the Debtor believes that continued performance under the
Management Agreement is an ordinary course transaction, the Debtor
seeks confirmation that it can continue to perform under the
Management Agreement.

A copy of the management agreement is available for free at
http://bankrupt.com/misc/BAYCLUB_managementagreement.pdf

As reported in the Troubled Company Reporter on Jan. 31, 2014,
Ava L. Schoen, Esq., at Tonkon Torp LLP, related that MEB was
formed in 1998 and is currently the largest fee management company
in Arizona.  It manages over 90 apartment communities throughout
Arizona and the Southwest.  Its services include asset and
facility management for large apartment communities as well as
receivership services for multi-family and commercial real estate
assets.

The Debtor has no ownership interest in MEB, and MEB has no
ownership interest in the Debtor.  MEB is not a creditor in this
bankruptcy case.

Pursuant to the Management Agreement, MEB's services include, but
are not limited to, collecting rents; paying operating expenses on
Debtor's behalf; maintaining the Property, including hiring and
supervising all labor and employees required for the operation and
maintenance of the Property; and entering into new and renewal
leases for units in the Property.

Pursuant to the Management Agreement, the Debtor pays MEB (i) a
fee, which is equal to 2.75% of gross revenues received each month
for the Property and (ii) an administration fee of 2% of MEB's
gross payroll to cover the cost of employers' liability insurance
and other related administrative costs.  To the extent MEB
supervises a major capital project that costs over $5,000, MEB is
entitled to a supervision fee of 4% of the costs of such project.

MEB is not paid an additional commission for the leasing services
it provides to the Debtor.

                      About Bay Club Partners

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor estimated assets
and debt of $10 million to $50 million as of the bankruptcy
filing.  The case has been assigned to Judge Randall L. Dunn.
Attorneys at Tonkon Torp LLP serve as counsel to the Debtor.


BIOMODA INC: Confirms Plan Based on New Equity Investment
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Biomoda Inc., the developer of a non-invasive method
to detect lung cancer, won court approval of a Chapter 11
reorganization plan from the U.S. Bankruptcy Court in Albuquerque,
New Mexico, thanks to a $750,000 equity investment.

According to the report, secured lenders owed $1.5 million receive
some of the new stock in exchange for their claims. Unsecured
creditors are getting 10 percent of their $1.9 million in claims
in cash.  Twenty percent of the new stock is carved out for an
employee incentive program.

Creditors in the two affected classes voted unanimously in favor
of the plan, the report said.

When the plan goes into effect, Biomoda will become a private
company, the report noted.

                          About Biomoda Inc.

Biomoda Inc., the developer of a non-invasive method to detect
lung cancer, filed a petition for Chapter 11 reorganization
(Bankr. D. N.M. Case No. 13-bk-13768) on Nov. 20, 2013, in its
hometown of Albuquerque, New Mexico.  Biomoda's product, called
CyPath, is still in the testing stage and the company has yet to
generate income.

The petition listed assets of $653,000 and debt totaling $3.3
million, including a $1.5 million secured claim with liens on the
assets and patents.  Biomoda has an agreement for the lenders to
assume ownership in exchange for debt.


BMC BUILDERS: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: BMC Builders, Inc.
        3421 West Armitage Avenue
        Chicago, IL 60647

Case No.: 14-14818

Chapter 11 Petition Date: April 21, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Carol A. Doyle

Debtor's Counsel: Joel A Schechter, Esq.
                  LAW OFFICES OF JOEL SCHECHTER
                  53 W Jackson Blvd Ste 1522
                  Chicago, IL 60604
                  Tel: 312 332-0267
                  Fax: 312 939-4714
                  Email: joelschechter@covad.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Victor Hernandez, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-14818.pdf


BOOZ ALLEN: Moody's Rates Proposed $2.2BB Sr. Secured Debt 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Booz Allen
Hamilton Inc.'s proposed amended $2.2 billion senior secured
credit facilities. Concurrently, Moody's affirmed Booz Allen's Ba3
Corporate Family Rating ("CFR"), Ba3-PD Probability of Default
Rating and SGL-1 Speculative Grade Liquidity Rating. The ratings
outlook is stable.

Booz Allen is in the process of amending its senior secured credit
facilities including increasing its net leverage financial
maintenance covenant, extending its nearest bank debt maturities
to May 2019 and increasing both the dollar amount of restricted
payments (including dividends) that the company can make as well
as, importantly, increasing the net leverage threshold at which it
can make unlimited restricted payments and investments to 3.5x
from 2.5x.

In Moody's view, longer debt maturities and greater net leverage
covenant headroom will improve the company's liquidity, but the
proposed loosening of the restricted payments and investments-
related covenants will increase risks to creditors. According to
Moody's Analyst Gigi Adamo, "Expanding the company's ability to
make future debt-financed acquisitions and/or dividends at a time
of declining revenues and margin pressures in the defense services
sector is a credit negative." Ratings could be pressured if the
company's earnings performance falls below expectations, liquidity
weakens and/or the company does a large debt-financed acquisition
or dividend.

The affirmation of Booz Allen's Ba3 CFR reflects the rating
agency's expectation that while the company will likely continue
to experience revenue declines similar to peers in the defense
service sector, credit metrics are expected to remain within the
Ba3 rating category. Credit metrics are expected to benefit from
mandatory debt amortization payments and continued focus on cost
control and efficiencies. The company's very good liquidity
profile in the midst of continued defense budget pressures also
underlies the ratings. Although the company has performed
relatively well compared to certain peers, it is not expected to
be immune to the revenue declines and margin pressures faced by
competitors.

Ratings assigned:

  Proposed amended $500 million senior secured first lien revolver
  due May 2019, Ba3 (LGD-3, 42%)

  Proposed amended $725 million ($675 million outstanding) senior
  secured first lien term loan A due May 2019, Ba3 (LGD-3, 42%)

  Proposed amended $1,025 million ($1,012 million outstanding)
  senior secured first lien term loan B due May 2019, Ba3 (LGD-3,
  42%)

Ratings affirmed:

  Corporate Family Rating, at Ba3

  Probability of Default Rating, at Ba3-PD

  Outlook, Stable

The assigned instrument ratings are based on a proposed
transaction expected to amend certain provisions of the current
bank credit agreement and extend debt maturities for Booz Allen.
The ratings are subject to Moody's review of final terms and
conditions. The ratings on the existing bank credit facilities
remain unchanged and will be withdrawn upon closing of the
proposed transaction.

Ratings Rationale

Booz Allen's Ba3 CFR incorporates continued uncertainty regarding
the magnitude of potential U.S. government spending cuts over the
next few years together with an aggressive financial policy
characterized by shareholder-friendly related activities and a
willingness to increase financial leverage to fund those
activities. The company's credit metrics including debt/EBITDA of
3.6x (based on Moody' standard adjustments) based on the last
twelve months ended December 31, 2013, position the company well
within the Ba3 rating level. The rating also reflects the high
likelihood that the company would not be averse to using any
remaining excess cash flow and increasing total debt to make
acquisitions, declare additional dividends and repurchase shares.
The risk of future aggressive financial policies as the company
continues to be majority owned by the private equity firm, The
Carlyle Group, will likely constrain the ratings over the long
term.

The Ba3 rating continues to be supported by Booz Allen's well-
established business position, relatively consistent funded
backlog levels and anticipated continued positive cash flow
generation. The competitive advantages derived from its diverse
government contract base and long-term relationships with U.S.
government departments are also supportive of the ratings. These
positive rating factors are weighed against Moody's expectation
regarding likely tighter controls over access to highly classified
work for defense contractors and increased competition. Costs
associated with added scrutiny of defense contractor hiring and
tighter surveillance practices over outsourced work could reduce
the profit potential for defense sector earnings already pressured
by defense spending cuts. Increased competition in a lower funding
environment, a higher level of contract protest activity among
competitors and the government's increased emphasis on procuring
service based on lowest cost, technically acceptable ("LPTA") work
have also been negatively affecting earnings of defense services
contractors and are factored in the ratings.

Booz Allen's SGL-1 rating reflects a very good liquidity profile
characterized by the expectation of continued relatively
consistent annual free cash flow generation, cash balances
expected to be maintained well above $100 million, a multi-year
largely undrawn $500 million revolving credit facility and the
expectation that the company will stay well within compliance with
its financial maintenance covenants over the next twelve months.
The proposed transaction would extend the company's debt maturity
profile and provide additional headroom under covenants.

The stable outlook is supported by the expectation that the
company will maintain a very good liquidity profile. In addition,
the Ba3 rating level should be able to tolerate a degree of
earnings and cash flow variability.

The ratings and/or outlook could be pressured if there were to be
a meaningful deterioration in Booz Allen's operating performance
or a weakening of the company's liquidity profile. In addition, a
sizable debt-financed acquisition or dividend could also exert
downward pressure on the ratings. Specifically, the ratings could
be negatively impacted if debt/EBITDA increases beyond 4.5 times
or EBIT coverage of interest falls below 3.0 times.

Ongoing defense budget pressures, the company's aggressive
financial strategy and negative attention that has been drawn to
intelligence-related government contractors constrain the ratings
over the intermediate term. However, an improvement in debt/EBITDA
to below 3.0 times and a more moderate financial policy combined
with the maintenance of a very good liquidity profile could lead
to an upgrade in the future.

The principal methodology used in this rating was Global Aerospace
and Defense published in June 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Booz Allen Hamilton ("Booz Allen") is a provider of management and
technology consulting services to the U.S. government in the
defense, intelligence and civil markets. Booz Allen is
headquartered in McLean, Virginia, and reported revenues of
approximately $5.6 billion for the last twelve months ended
December 31, 2013.


CAESARS ENTERTAINMENT: Unit Reports $2.9 Billion Loss in 2013
-------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., reported a net loss
of $2.98 billion on $6.31 billion of net revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $1.70 billion
on $6.53 billion of net revenues in 2012.

As of Dec. 31, 2013, the Company had $16 billion in total assets,
$21.67 billion in total liabilities and a $5.67 billion total
stockholders' deficit.

A copy of the Form 8-K report is available for free at:

                        http://is.gd/bJd8D3

                     About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAESARS ENTERTAINMENT: Prices Offering of $675MM Senior Notes
-------------------------------------------------------------
Caesars Growth Partners, LLC, announced that Caesars Growth
Properties Holdings, LLC and Caesars Growth Properties Finance,
Inc., priced an offering of $675 million aggregate principal
amount of the their 9.375 percent second-priority senior secured
notes due 2022 at an issue price of 100 percent, plus accrued
interest, if any, from April 17, 2014.

The Issuers are subsidiaries of Caesars Growth Partners, which is
a joint venture between Caesars Acquisition Company and Caesars
Entertainment Corporation.  None of Caesars Growth Partners,
Caesars Entertainment Corporation or Caesars Entertainment
Operating Company, Inc., will guarantee the Notes.  The closing of
the offering is subject to a number of conditions, including
receipt of all regulatory approvals.

The Issuers intend to use the net proceeds from the offering of
the Notes, together with borrowings under new senior secured
credit facilities and cash contributed to them by Caesars Growth
Partners, to complete the previously announced acquisition of the
subsidiaries of CEOC that own the assets comprising The Cromwell
(f/k/a Bill's Gamblin' Hall & Saloon), The Quad Resort & Casino,
Bally's Las Vegas and Harrah's New Orleans, and related
transactions, including the repayment in full of all amounts then
outstanding under the senior secured term loan of PHWLV, LLC.

                   About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAESARS ENTERTAINMENT: JV Arranges Debt for $2-Bil. Purchase
------------------------------------------------------------
Caesars Acquisition Company announced that Caesars Growth
Properties Holdings, LLC, a joint venture between CAC and Caesars
Entertainment Corporation launched the syndication of $1,325
million of new senior secured credit facilities, consisting of a
$1,175 million term loan facility and a $150 million revolving
credit facility.  The proceeds of the Senior Facilities will be
used, among other things, to finance the previously announced
acquisition by Caesars Growth Partners, LLC, the indirect parent
of the Borrower, of Bally's Las Vegas, The Cromwell, The Quad and
Harrah's New Orleans from Caesars Entertainment Operating Company,
Inc., a subsidiary of Caesars Entertainment, and its subsidiaries
for an aggregate purchase price of US$2 billion, less assumed
debt.

On March 1, 2014, Caesars Entertainment entered into a Transaction
Agreement by and among CEC, CEOC, Caesars License Company, LLC,
Harrah's New Orleans Management Company, Corner Investment
Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding
Company II, LLC, CAC and Caesars Growth Partners.  The Transaction
Agreement was fully negotiated by and between a Special Committee
of CEC's Board of Directors and a Special Committee of CAC's Board
of Directors, each comprised solely of independent directors, and
was recommended by both committees and approved by the Boards of
Directors of CEC and CAC.  The CEC Special Committee and the CAC
Special Committee each was advised by its own legal and financial
advisors.  The CEC Special Committee, the CAC Special Committee
and the Boards of Directors of CEC and CAC each received fairness
opinions from firms with experience in valuation matters, which
stated that, based upon and subject to the assumptions made,
matters considered and limits of that review, in each case as set
forth in the opinions, the Purchase Price was fair from a
financial point of view to CEC and Caesars Growth Partners,
respectively.

            Noteholders Claim Proposed Transfer Voidable

On March 21, 2014, CEC, CEOC, Caesars Entertainment Resort
Properties, LLC, CAC and Caesars Growth Partners received a letter
from a law firm acting on behalf of unnamed clients who claim to
hold Second-Priority Secured Notes of CEOC, alleging, among other
things, that CEOC is insolvent and that CEOC's owners improperly
transferred or seek to transfer valuable assets of CEOC to
affiliated entities in connection with:

   (a) the transaction agreement dated Oct. 21, 2013, by and among
       CEC, certain subsidiaries of CEC and CEOC, Caesars
       Acquisition Company and Caesars Growth Partners, which,
       among other things, provide for the asset transfers from
       subsidiaries of CEOC to Caesars Growth Partners of the
       Planet Hollywood casino and interests in Horseshoe
       Baltimore that was consummated in 2013;

   (b) the transfer by CEOC to CERP of Octavius Tower and Project
       Linq that was consummated in 2013 ((a) and (b)
       collectively, the "2013 Transactions"); and

   (c) the contemplated transfers by CEOC to Caesars Growth
       Partners of The Cromwell, The Quad, Bally's Las Vegas and
       Harrah's New Orleans.

The Letter does not identity the holders or specify the amount of
Second-Priority Secured Notes or other securities that they may
hold.  The Letter includes allegations that these transactions
constitute or will constitute voidable fraudulent transfers and
represent breaches of alleged fiduciary duties owed to CEOC
creditors and that certain disclosures concerning the transactions
were inadequate.  The Letter demands, among other things, that the
transactions be rescinded or terminated, as would be applicable.

CEC strongly believes there is no merit to the Letter's
allegations and will defend itself vigorously and seek appropriate
relief should any action be brought.

"If a court were to order rescission of the 2013 Transactions or
enjoin consummation of the Contemplated Transaction that could
cause CEOC, CERP and Planet Hollywood to default under existing
debt agreements, and there can be no assurance that CEOC's, CERP's
or Planet Hollywood's assets would be sufficient to repay the
applicable debt," the Company said in a Form 8-K filed with the
SEC.  "In addition, if the Contemplated Transaction were
consummated and a court were to find that those transfers were
improper, that could trigger a default under the debt that Caesars
Growth Partners is contemplating raising to finance such
transfers.  These consequences could have a material adverse
effect on CEC's business, financial condition, results of
operations and prospects."

A copy of the Form 8-K filing is availabe for free at:

                        http://is.gd/WYAXa6

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CALPINE CORP: Fitch Ratings Unaffected by Asset Sale
----------------------------------------------------
On April 18, 2014, Calpine Corporation announced the sale of six
power plants with 3,498 MWs of capacity to LS Power for $1.57
billion in cash.  Use of net operating losses minimizes the cash
impact from the sale, netting $1.53 billion in cash proceeds for
Calpine.  Management's public comments indicate a balanced
allocation of these proceeds across debt pay down, reinvestment
opportunities and share repurchases.  Calpine's Issuer Default
Rating (IDR) of 'B+' and Stable Rating Outlook is currently
unaffected by the transaction.  Fitch Ratings expects the debt pay
down to be commensurate with the loss of EBITDA from the plants
being sold, management's stated leverage targets and higher
business risk at the margin with relatively less contracted
portfolio after the sale.  There are no debt maturities until
2019.

The sale is in line with management's stated strategy of
monetizing its Southeast portfolio either through long-term
contracts or outright sale.  The transaction price implies $450/kw
or 15.7x EV/EBITDA, which is significantly higher than Fitch's
expectation of the value for these plants.

The assets being sold are located in Oklahoma, Louisiana, Alabama,
Florida and South Carolina and are outside what Calpine perceives
to be its core regions (i.e. Texas, West primarily California and
East primarily the Mid-Atlantic).  Calpine will continue to own
four natural gas power plants in the Southeast with 1,738 MWs of
generating capacity. One of the generating plants, Osprey Energy
Center, is part of its subsidiary, Calpine Construction Finance
Company, L.P. (IDR: 'B+').  The company will continue to pursue
monetization opportunities for these assets (either through
contract or sale).


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

"The downgrade is in accordance with our criteria ("Understanding
Standard & Poor's Rating Definitions" June 3, 2009) and follows
CSF's announcement that the Ontario Superior Court of Justice has
granted the company creditor protection under the Companies'
Creditors Arrangement Act," said Standard & Poor's credit analyst
Michael Leizerovich.  CSF announced that its request for court
approval of debtor-in-possession financing was to be considered at
an April 15 hearing.

The company's inability to offer a line of credit product in
Ontario due to the Registrar of the Ministry of Consumer Services'
refusal to issue a license has contributed to lower cash flow and
resulted in CSF's recent liquidity constraints.  CSF operates
approximately one-third of its total stores in Ontario, and its
line of credit product represented a significant portion of its
earnings in the province.


COLDWATER CREEK: Taps Alvarez & Marsal as Financial Advisor
-----------------------------------------------------------
Coldwater Creek Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Alvarez &
Marsal North America, LLC, as financial advisor to, among other
things, assist the Debtors in the preparation of financial-related
disclosures required by the Court and assist the Debtors with
information and analyses required pursuant to the debtor in
possession financing.

A&M will be paid at their customary hourly billing rates:

     Managing Directors             $725?$925
     Directors                      $525?$725
     Analysts/Associates            $325?$525

In addition, A&M will seek reimbursement for the reasonable out-
of-pocket expenses that A&M professionals incur in connection with
the assignment.

A&M received a general retainer of $150,000 in connection with
preparing for and conducting the filing of the Chapter 11 cases.
In the 90 days prior to the Petition Date, A&M received retainers
and payments totaling $1,300,000 in the aggregate for services
performed for the Debtors.

Scott Brubaker, a managing director of A&M, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

A hearing on the employment application is scheduled for May 6,
2014, at 9:30 a.m. (ET).  Objections are due April 29.

                      About Coldwater Creek

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

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

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

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

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

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.


COLDWATER CREEK: Hires Perella Weinberg as Investment Banker
------------------------------------------------------------
Coldwater Creek Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Perella
Weinberg Partners LP as investment banker to, among other things,
provide financial advice to the Debtors in structuring and
effecting a financing, identifying potential investors and, at the
Debtors' request, contacting and soliciting those investors.

As consideration for the services to be provided, the Debtors will
pay PWP a monthly financial advisory fee of $100,000; plus a fee
of $1,000,000 payable at the closing of the debtor in possession
financing upon obtaining final approval by the Court; plus a fee
of $1,000,000 payable promptly upon confirmation of the Plan by
the Court; plus a sale transaction fee to be determined at the
Debtors' sole discretion based on the value achieved from the sale
of intellectual property assets of the Debtors.

In addition to the fees, the Debtors will reimburse PWP for all
reasonable documented out-of-pocket expenses incurred during the
course of the engagement.

Andrew Bednar, a partner with Perella Weinberg Partners LP, in New
York, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

A hearing to consider approval of the employment application is
scheduled for May 6, 2014, at 9:30 a.m.  Objections are due April
29.

                      About Coldwater Creek

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

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

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

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

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

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.


COLDWATER CREEK: Employs Prime Clerk as Administrative Advisor
--------------------------------------------------------------
Coldwater Creek Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Prime
Clerk LLC as administrative advisor.

Prime Clerk's solicitation, balloting and tabulation rates are:
$235 for director of solicitation and $210 for solicitation
analyst.  Prime Clerk will also be reimbursed for any necessary
expenses.

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Prior to the Petition Date, the
Debtors provided Prime Clerk a retainer in the amount of $15,000.

A hearing to consider approval of the employment application is
scheduled for May 6, 2014, at 9:30 a.m. (ET).  Objections are due
April 29.

                      About Coldwater Creek

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

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

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

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

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

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.


COMMUNITY FIRST: Treasury Closes Sale of 17,806 Preferred Stock
---------------------------------------------------------------
The United States Department of the Treasury closed on the sale of
17,806 shares of the Fixed Rate Cumulative Perpetual Preferred
Stock, Series A, and 890 shares of Fixed Rate Cumulative Perpetual
Preferred Stock, Series B that it owned in Community First, Inc.,
which shares it had acquired pursuant to the terms of a Securities
Purchase Agreement-Standard Terms that the Treasury and the
Company entered into on Feb. 27, 2009, pursuant to the Treasury's
Capital Purchase Program established under the Emergency Economic
Stabilization Act of 2008, as amended by the American Recovery and
Reinvestment Act of 2009.  The Treasury sold its shares in a
modified Dutch auction.  The clearing price for the Series A
Preferred Stock was $300.50 per share and the clearing price for
the Series B Preferred Stock was $521.75 per share.  Certain of
the directors and executive officers of the Company acquired 7,004
of the shares of the Series A Preferred Stock in connection with
the auction.  The Company received none of the proceeds from the
sale of the Series A Preferred Stock and Series B Preferred Stock
by the Treasury.

Because the Company has not paid dividends on the Series A
Preferred Stock and Series B Preferred Stock for more than six
quarters, the holders of the Series A Preferred Stock and Series B
Preferred Stock, voting together as a single class, have the right
to elect two directors to the Company's Board of Directors until
the Company has paid all those dividends that it has failed to
pay.  Holders of the Company's common stock will not have a right
to vote on the election of any directors elected by the holders of
the Series A Preferred Stock and Series B Preferred Stock.

                     About Community First

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.

As of Dec. 31, 2013, the Company had $448.44 million in total
assets, $439.82 million in total liabilities and $8.61 million in
total shareholders' equity.

                          Written Agreement

On March 14, 2013, the Bank entered into a written agreement with
the Tennessee Department of Financial Institutions, the terms of
which are substantially the same as those of the Consent Order,
including as to required minimum levels of capital the Bank must
maintain.

The Bank's Tier 1 capital to Average Assets as of December 31,
2013 was below those that the Bank agreed to achieve under the
terms of the Consent Order.  Based on December 31, 2013 levels of
average assets and risk-weighted assets, the required amount of
additional Tier 1 capital necessary for the Bank to meet the
requirements of the Consent Order was approximately $386.  As a
result of entering into the Consent Order, the Bank is subject to
additional limitations on its operations including accepting,
rolling over, or renewing brokered deposits, which could adversely
affect the Bank's liquidity and/or operating results.  By virtue
of entering into the Consent Order, the Bank is also limited from
paying deposit rates above national rate caps published weekly by
the FDIC, unless the Bank is determined to be operating in a high-
rate market area.  On December 1, 2011, the Bank received
notification from the FDIC that it is operating in a high-rate
environment, which allows the Bank to pay rates higher than the
national rate caps, but continues to limit the Bank to rates that
do not exceed the prevailing rate in the Bank's market by more
than 75 basis points.  The Bank is also limited, as a result of
its condition, in its ability to pay severance payments to its
employees and must receive the consent of the FDIC and the
Department to appoint new officers or directors.

"As of December 31, 2013, we believe that the Bank is in
compliance with all provisions of the Consent Order that were
required to be completed by December 31, 2013, with the exception
of attaining the Tier I capital to average assets ratio required
by the Consent Order.  In accordance with the terms of the Consent
Order, management has submitted a capital plan with the objective
of attaining the capital ratios required by the Consent Order.
The FDIC has accepted the capital plan.  In addition to the
capital plan, all other plans required by the Consent Order have
been prepared and submitted to the FDIC and have been accepted by
the FDIC," the Company said in the annual report for the year
ended Dec. 31, 2013.


CONSOLIDATED CAPITAL: Cancels Registration of Units
---------------------------------------------------
Consolidated Capital Institutional Properties/2, LP, filed a
Form 15 with the U.S. Securities and Exchange Commission to
terminate the registration of its units of limited partnership
Interest.  As of March 25, 2013, there were no holder of record of
the security.

                     About Consolidated Capital

Greenville, South Carolina-based Consolidated Capital
Institutional Properties/2, LP's investment property consists of
one apartment complex in Wood Ridge, Illinois.  The general
partner of the Partnership is ConCap Equities, Inc.

The Company's balance sheet at Sept. 30, 2013, showed $8.68
million in total assets, $11.61 million in total liabilities and a
$2.92 million total partners' deficit.


CORPORATE CAPITAL: Fitch Assigns 'BB+' LT Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has published Corporate Capital Trust's (CCT) long-
term Issuer Default Rating (IDR) and secured debt ratings of
'BB+'. The Rating Outlook is Stable.

Key Rating Drivers

The ratings reflect the strength of CCT's relationship with CNL
Fund Advisors Company (CNL) and KKR Asset Management LLC (KAM),
low leverage, relatively low portfolio concentrations, limited
exposure to equity investments, strong asset quality and adequate
dividend coverage.  CNL has demonstrated its ability to raise and
administer capital in the retail market over a long period of
time, while KAM has a strong and established track record
underwriting credit and has strong access to deal flow, given its
affiliation with KKR & Co. L.P. (KKR).

Rating constraints include a limited operating history as a
business development company (BDC), weaker-than-peer earnings
yields, a fully secured funding profile, exposure to short-
duration funding, and the potential that CCT will be unable to
access the equity markets for capital following the expiration of
issuing authority, likely in 2015, barring an accelerated
liquidity event.

Leverage, as measured by debt to equity, amounted to 0.28 times
(x) at March 31, 2014, which is below the rated peer group average
of 0.48x.  Fitch believes there is tolerance for higher leverage
levels over the longer term, given CCT's focus on the senior part
of the capital structure.  At March 31, 2014, first and second
lien senior debt accounted for 77.5% of the investment portfolio,
which compares to a rated peer average of 56.9% at Dec. 31, 2013.
Exposure to equity investments, which can experience meaningful
valuation volatility, was a very low 4% at 1Q14, which compares to
a rated peer average of 19.8% at year-end 2013.

The investment portfolio was relatively more diverse than peers,
with the top 10 investments accounting for 28.8% of assets and
41.9% of equity at March 31, 2014.  Still, Fitch expects portfolio
concentrations to increase modestly over time, as CCT transitions
the portfolio away from broadly syndicated credit into directly
originated transactions.  That said, CCT is likely to maintain a
greater exposure to liquid credit than the peer group, as the firm
co-invests alongside other KKR credit vehicles, which would
include CLOs in addition to less liquid direct senior lending and
mezzanine funds.

CCT's operating history is relatively short, having only recently
completed three full years of investment operations.  Net
investment income has been on an upward trajectory given 519%
growth in the investment portfolio in 2012 followed by 189% growth
in 2013.  Net investment income more than tripled in 2013,
adjusting for expense reimbursements and the non-cash accrual of
incentive income for GAAP.  However, the net investment income
yield on the portfolio was 4.2% as of year-end 2013, which is
nearly 200 bps below the peer average, given the lower revenue
yield. CCT is expected to close that gap over time, with a greater
focus on more illiquid credits.

CCT's funding profile is fully secured, consisting of two special
purpose vehicles (SPVs), a total return swap (TRS) and a corporate
revolver.  Borrowing capacity is nearly $1.36 billion, and $436
million was outstanding at March 31, 2014. CCT's current debt
maturity profile is relatively short, with $387.4 million of
outstanding borrowings maturing within 364 days at 1Q14.  Fitch
expects CCT will look to extend its debt maturity profile over
time with term debt issuance.

CCT's liquidity profile is considered sound with $86 million of
balance sheet cash, $149.9 million of short-term liquid
investments, and $517.6 million of availability on various secured
funding facilities, subject to borrowing base requirements, at
Dec. 31, 2013.  Additionally, cash flows from investment
repayments and exits were significant in 2013, amounting to $925.1
million, and a meaningful portion of the portfolio was considered
liquid, with about 55% of the portfolio considered level 2 for
valuation purposes.

Dividend coverage, which adjusts for non-cash incentive payment
accruals and realized gains, was sound, amounting to 97.4% in
2013.  Coverage would have been even stronger if adjustments were
made for participation in the dividend reinvestment program
(DRIP), but Fitch believes DRIP participation tends to decline
over time.

The Stable Outlook reflects Fitch's expectations for continued
operating consistency, improved earnings yields, given the gradual
shift into less-liquid direct originations, and the maintenance of
good asset quality, modest leverage, and strong dividend coverage.

However, Fitch sees a number of emerging industry challenges that
could pressure ratings, or at least increase rating
differentiation amongst BDCs over a longer-term horizon.  These
challenges include a potential increase in regulatory leverage
limits and increased competition, which are yielding tighter
market spreads and looser underwriting terms, including higher
underlying portfolio company leverage and weaker covenant
packages. Should competition continue to intensify, market yields
could decline further, which would reduce earnings generation and
pressure dividend coverage for the space.

Rating Sensitivities

Positive rating momentum for CCT could develop over time with
increased funding flexibility, including an extension of the debt
maturity profile, access to the public unsecured debt markets, and
the ability to issue public equity for growth capital.  Other
positive rating factors would include an improvement in net
investment income yields, a continuation of solid asset quality
performance, particularly given the competitive market
environment, and stronger cash earnings dividend coverage.

Conversely, negative rating actions would be driven by an extended
increase in leverage above the targeted range of approximately
0.67x (asset coverage of 250%), resulting from increased
borrowings or material realized or unrealized depreciation, and/or
a meaningful increase in the proportion of equity holdings without
a commensurate decline in leverage.  A spike in non-accrual
levels, an inability to refinance near-term debt maturities, and
weaker cash income dividend coverage would also be viewed
unfavorably from a ratings perspective.

CCT is an externally managed business development company,
organized in June 2010 and commencing investment operations in
July 2011.  As of Dec. 31, 2013, the company had investments in 97
portfolio companies amounting to approximately $1.9 billion.

Fitch has published the following ratings with a Stable Outlook:

Corporate Capital Trust

-- Long-term Issuer Default Rating BB+';
-- Secured Debt Rating 'BB+'.


EAU TECHNOLOGIES: Incurs $1.9 Million Net Loss in 2013
------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.96 million on $1.98 million of total revenues for
the year ended Dec. 31, 2013, as compared with a net loss of $2.03
million on $471,209 of total revenues during the prior year.

As of Dec. 31, 2013, the Company had $871,583 in total assets,
$8.68 million in total liabilities and a $7.80 million total
stockholders' deficit.

HJ & Associates, LLC, in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has a working capital deficit, a deficit in
stockholders' equity and has sustained recurring losses from
operations.  This raises substantial doubt about the Company's
ability to continue as a going concern.

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

                        http://is.gd/XAArkV

                      About EAU Technologies

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


ELECTRICAL COMPONENTS: Moody's Assigns B2 CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned Electrical Components
International, Inc. (ECI) a B2 Corporate Family Rating and B3-PD
Probability of Default Rating. At the same time, Moody's assigned
a B1 rating to the company's proposed senior secured credit
facilities consisting of a $260 million 7-year term loan B and a
$50 million 5-year revolving credit facility. The rating outlook
is stable.

Proceeds from the new term loan B will be used to partially
finance the purchase of ECI by KPS Capital Partners, LP.

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

  Corporate Family Rating at B2;

  Probability of Default Rating at B3-PD;

  $50 million senior secured revolving credit facility maturing
  2019 at B1 (LGD2, 28%); and

  $260 million senior secured term loan B due 2021 at B1 (LGD2,
  28%).

The rating outlook is stable

Ratings Rationale

ECI's B2 Corporate Family Rating reflects its relatively small
size and elevated leverage pro-forma for the company's newly
proposed capital structure. The rating also considers the
company's potential for cyclicality and very high customer
concentration within the North American and European white goods
appliance sectors, highlighted by three customers accounting for
roughly 60% of sales. However, the concentrated nature of the
company's customer base is largely a function of the mature and
consolidated nature of the US and European appliance industries.
The rating benefits from the company's leading market position as
a wire harness manufacturer in North America and Europe as well as
its low-cost manufacturing capabilities, which Moody's views as a
key competitive advantage. The rating incorporates Moody's
expectation that ECI will generate positive free cash flow that
will be used for deleveraging during the next few years.

In addition to positive free cash flow, ECI's good liquidity is
supported by a $50 million revolving credit facility and the
presence of a supply chain receivables factoring program. The
company is expected to have limited draws on its revolver, but
utilization is unlikely to exceed 20% of the total facility
amount.

The stable outlook reflects Moody's expectation that ECI will grow
its top-line in the low-to-mid single digit range and gradually
deleverage via both EBITDA growth and debt repayment during the
next 12 to 18 months. It further assumes the company will maintain
a good liquidity profile and generate positive free cash flow.

The ratings could be upgraded if ECI is able to deleverage such
that Moody's adjusted debt-to-EBITDA is sustained around 4.0 times
and interest coverage approaches 3.0 times. Also, the company will
have to maintain at least a good liquidity profile prior to an
upgrade. Alternatively, the ratings could be downgraded if ECI's
liquidity weakens and revolver drawings increase beyond Moody's
expectation of 20% of revolver capacity. In addition, if Moody's
adjusted debt-to-EBITDA climbs above 5.5 times and interest
coverage falls below 2.0 times the ratings could be downgraded.

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

Electrical Components International (ECI), headquartered in St.
Louis, Missouri, is a leading manufacturer of wire harnesses and
providers of value-added assembly services to companies primarily
located in North America and Europe. The company also generates
sales in South America and Asia. ECI operates in two core
segments; appliances and specialty/industrials. ECI is believed to
be the leading wire harness supplier for appliance companies in
both North America and Europe. ECI also produces harnesses through
its specialty/industrial segment serving a number of industries
including automotive, HVAC, construction, and agricultural
equipment among others. ECI is in the process of being acquired by
private equity firm KPS Capital Partners, LP. Sales for the twelve
month period - pro forma for the Incaelec acquisition - ended
December 31, 2013 were approximately $650 million.


ELECTRICAL COMPONENTS: S&P Assigns 'B+' CCR; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit ratings to Electrical Components International
Inc. (ECI) and its parent company ECI Holdco. Inc.  The outlook is
stable.

At the same time, S&P assigned its 'B+' issue rating to ECI's
proposed $310 million senior secured credit facilities.  The
recovery rating is '3', indicating S&P's expectation for
meaningful recovery (50%-70%) in a payment default scenario.  The
credit facilities include a $50 million revolver, which will be
undrawn at closing, and a $260 million term loan.  The company
will use the loan proceeds from the new bank debt along with
equity contributions from the new sponsor to fund the acquisition.
ECI is the borrower of the credit facilities and ECI Holdco is the
guarantor.

"The rating reflects our assessment of ECI's business risk profile
as 'weak' and its financial risk profile as 'aggressive'," said
Standard & Poor's credit analyst John Sico.  The company has the
leading position (No. 1) for most of its wire harness products
used primarily in the core appliance industry and expanding
specialty applications.  About 80% of sales are in the appliance
segment, which has a steady replacement characteristic.  Sales are
predominantly in North America (about 80%), followed by Europe and
South America, where the company's strategy is to continue
expanding.  "The stable outlook reflects our expectation that
generally steady trends in appliance markets will support gradual
top-line growth and stable margins at ECI," said Mr. Sico.  "This
should enable the company to maintain leverage at about 4x-5x debt
to EBITDA, a level appropriate for the "aggressive" financial risk
profile."

S&P could lower the rating if a downturn in the consumer appliance
segment occurs and causes revenues to contract and margins to
deteriorate several percentage points, resulting in leverage
increasing to and remaining higher than 5x.  S&P could also lower
the rating if it believes deteriorating operating performance will
likely result in "less-than-adequate" liquidity.

Although less likely in the near term, S&P could raise the rating
if the company achieves EBITDA margins in the low-double-digits
range and if the financial sponsor maintains a disciplined
financial policy, resulting in leverage declining to and remaining
below 4x.


ENDEAVOUR INTERNATIONAL: Files Copy of Investor Presentation
------------------------------------------------------------
Endeavour International Corporation filed with the U.S. Securities
and Exchange Commission a copy of the Company's investor
presentation given at the Howard Weil's 42nd Annual Energy
Conference on March 27, 2014.  A copy of the presentation is
available for free at http://is.gd/HVfV2x

                  About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million as compared with a net loss of $130.99 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $1.50 billion in total assets, $1.41 billion in total
liabilities, $43.70 million in series C convertible preferred
stock, and $46.24 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the March 24, 2014, edition of the TCR, Standard & Poor's
Ratings Services said it affirmed its 'CCC' corporate credit
rating on E&P company Endeavour International Corp.  S&P also
removed the ratings from CreditWatch, where they were placed with
negative implications on Feb. 20, 2014, based on the company's
very limited liquidity and looming $33 million interest payment at
the time.


ENERGY FUTURE: Delays Form 10-K Over Restructuring Talks
--------------------------------------------------------
Energy Future Holdings Corp., et al., and certain of their
creditors have executed confidentiality agreements to facilitate
the exchange of information and the development of restructuring
alternatives.  The Companies' objectives in these discussions have
been, and continue to be, to promote a sustainable capital
structure and maximize enterprise value by, among other things,
encouraging agreement among the Creditors on a restructuring plan
that would minimize time spent in a restructuring proceeding
through a proactive and organized solution; minimizing any
potential adverse tax impacts of a restructuring; maintaining
focus on operating the Companies' businesses; and maintaining the
Companies' high-performing work force.

In consideration of the additional time required to evaluate the
effects of these events on the financial statements and
disclosures included in the Companies' annual reports on Form
10-K, the Companies did not file their respective annual reports
on Form 10-K for the year ended Dec. 31, 2013, with the U.S.
Securities and Exchange Commission by April 15, 2014, the date on
which the reports are required to be filed with the SEC, after
giving effect to a permitted extension.

Because Texas Competitive Electric Holdings Company LLC (i) did
not furnish its financial statements to the administrative agent
on or before March 31, 2014 and (ii) will not furnish EFCH's
Annual Report on Form 10-K by April 15, 2014, TCEH will be in
breach of this covenant under the Oct. 10, 2007, credit agreement.
The TCEH Credit Agreement provides for a 30-day grace period after
receipt by TCEH of written notice from the administrative agent or
lenders holding not less than a majority of the aggregate
principal amount of loans under the TCEH Credit Agreement before
an event of default under the TCEH Credit Agreement may be deemed
to have occurred due to a breach of this covenant.  If TCEH does
not furnish its annual financial statements and related
information to the administrative agent or TCEH does not file for
Chapter 11 protection prior to the expiration of the applicable
grace period, then either the administrative agent under the TCEH
Credit Agreement or the lenders holding not less than a majority
in aggregate principal amount of loans under the TCEH Credit
Agreement may, among other things, declare the entire principal
amount outstanding under the TCEH Credit Agreement due and
payable.  The current principal amount outstanding under the TCEH
Credit Agreement is approximately $22.635 billion.

The Company expected that the reports of the independent
registered public accounting firm that accompany the audited
consolidated financial statements for the year ended Dec. 31,
2013, included in the Annual Reports on Form 10-K for the year
ended Dec. 31, 2013, will contain an explanatory paragraph
regarding substantial doubt about the Company's ability to
continue as a going concern.

At April 10, 2014, cash and cash equivalents totaled $815 million,
consisting of $248 million at EFH Corp., $134 million at EFIH and
$433 million at TCEH.

           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.


ERICKSON INC: Moody's Affirms B1 CFR & Changes Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Service affirmed its ratings assigned to
Erickson Incorporated ("Erickson", f/k/a Erickson Aircrane
Incorporated): Corporate Family of B1, Probability of Default of
B1-PD and Senior Secured Second Lien Notes of B1, 57-LGD4. Moody's
also lowered the Speculative Grade Liquidity rating to SGL-3 from
SGL-2 and changed the outlook to negative from stable.

Ratings Rationale

The change in outlook to negative follows the weaker operating
performance and a weaker liquidity profile than was expected when
the company came to market in April 2013 as it prepared to close
two acquisitions, 1) the acquisition of Evergreen Helicopters
Incorporated ("EHI") from Evergreen International Aviation (not
rated) and 2) the purchase of Air Amazonia, a small operator based
in Brazil. Operating earnings and cash flows trailed expectations
because of lower utilization of the acquired EHI fleet and an
about four month delay in the closing of the Air Amazonia
transaction. Liquidity weakened because the company used a planned
cash cushion to accelerate investment and inventory purchases to
more quickly improve the availability of the aircraft acquired in
the EHI transaction. These investments were also made to reduce
penalties under customer contracts by improving the availability
of the EHI equipment.

The negative outlook considers the potential for operating
earnings and cash flows to trail the company's expectations,
preventing the strengthening of financial leverage and interest
coverage metrics from 2013 year-end levels that are more
indicative of lower single-B rated issuers. Execution risk remains
because of declining volumes or outright losses of contracts
serving operations in Afghanistan as the US military withdrawal
continues. Although Erickson maintains a strong position in the
heavy lift sector because of its Aircranes, it faces competition
when bidding for new business. With the recent announced
contracts, Erickson has begun, but will need to continue to
increase penetration in the commercial sector to help offset the
losses of earnings as business related to Afghanistan continues to
reduce in each of the next few years.

The B1 CFR considers Erickson's position as a leading provider of
a range of helicopter transportation services to a diverse set of
customers on a global basis. It remains the sole provider of
heavy-lift services using the Erickson S-64 Aircrane, suited for
firefighting, lumber harvesting and infrastructure construction
including oil exploration and production. A mostly contracted, but
somewhat concentrated base of government agency and commercial
customers should produce a sufficient level of operating earnings
to allow the company to meet its debt service obligations.
However, current credit metrics and the company's liquidity
profile are somewhat weak for the B1 rating category and trail
Moody's expectations from the time the rating was assigned to
Erickson in April 2013. Additional investment in the EHI fleet and
working capital needs through the seasonally weaker first half of
the year will lead to significantly negative free cash flow in the
first half of 2014, increasing reliance on the revolver.
Availability should improve in the second half of the year as
these investments reduce from first half levels, leading to
positive free cash flow generation.

The SGL-3 Speculative Grade Liquidity rating signifies that
liquidity is adequate. Erickson is expected to hold a nominal
amount of cash, using the revolver to fund working capital needs
and reducing drawings with excess cash. Moody's anticipate that
the company will achieve modestly positive free cash flow in 2014
if it achieves its revenue guidance of between $385 million and
$405 million. Drawings of about $68 million at December 31, 2013
on the now $140 million revolving credit are significant. The
company utilized about $23 million of the revolver to fund the
acquisition of Air Amazonia in the third quarter of 2013. Since
this transaction did not close before the July 31, 2013 expiration
of the escrow period for the portion of the company's second lien
notes that were ear-marked for this acquisition, it repaid $45
million of second lien notes, the full amount of the escrowed note
proceeds, in the third quarter of 2013.

The outlook could be returned to stable if Debt to EBITDA and EBIT
to Interest are sustained below 5.0 times and above 1.5 times,
respectively. Positive free cash flow generation that is applied
to reduction of the revolver balance to strengthen the company's
liquidity could also support returning the outlook to stable as
could the demonstrated ability to offset losses of business in
Afghanistan with new contracts with terms in excess of one year.
Growth in the customer base, particularly in the oil sector while
maintaining operating margins would demonstrate the success of the
company's acquisition strategy, further supporting the current
rating. A downgrade of the ratings could follow if the company
executes additional acquisitions that are mostly debt-funded and
lead to a weakening of credit metrics. Debt to EBITDA that is
sustained above 5.5 times, FFO + Interest to Interest below 2.5
times, Retained Cash Flow to Net Debt that approaches 12% or
sustained negative free cash flow or increased reliance on the
revolver that leads to availability being sustained below $20
million could lead to a downgrade of the ratings.

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

Erickson Incorporated, headquartered in Portland, Oregon, is a
leading global provider of aviation services to a diverse mix of
commercial and government customers. Erickson's fleet numbers 90
rotary-wing and fixed wing aircraft including 20 Erickson S-64
Aircranes, a powerful heavy-lift helicopter. The company also
manufactures, maintains and repairs the S-64 Aircrane. The
company's aerial services include critical supply and logistics
for deployed military forces, humanitarian relief, firefighting,
timber harvesting, infrastructure construction, and crewing.


FIBERTOWER CORP: Lenders Take Over With Consummated Ch. 11 Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FiberTower Corp., previously a holder of wireless
frequency licenses, implemented a Chapter 11 plan on March 31 that
was approved when the bankruptcy judge in Fort Worth, Texas,
signed a confirmation in late January.

According to the report, the plan gave the new common stock to
holders of the remaining $98 million in first-lien notes due 2016.
The lenders' recovery was a predicted 5.3 percent to 7.6 percent,
according to the court-approved disclosure statement.

The plan allows a lawsuit against the U.S. Federal Communications
Commission to recover terminated frequency licenses to continue.

As previously reported by The Troubled Company Reporter, the
effective date of the plan was conditioned on FiberTower getting
the FCC's approval for the transfer of all of its licenses that
the agency did not terminate.

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

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

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

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

                        About FiberTower Corp.

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

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

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

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

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

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

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

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

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

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

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

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


G AND S FOUNDRY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: G and S Foundry and Manufacturing Company
        210 Kaskaskia Dr.
        Red Bud, IL 62278

Case No.: 14-40431

Chapter 11 Petition Date: April 21, 2014

Court: United States Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Hon. Laura K. Grandy

Debtor's Counsel: Stephen R Clark, Esq.
                  COURTNEY, CLARK & MEJIAS, P.C.
                  104 S Charles St
                  Belleville, IL 62220-2223
                  Tel: (618) 233-5900
                  Fax: (618) 234-8028
                  Email: admin@ccalawfirm.com

Total Assets: $4.68 million

Total Liabilities: $4.87 million

The petition was signed by Charles Wasem, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilsb14-40431.pdf


GENERAL MOTORS: Engineering Chief to Depart
-------------------------------------------
Jeff Bennett and Katy Stech, writing for The Wall Street Journal,
reported that General Motors Co.'s global head of engineering is
leaving the company and his duties are being split amid new
fallout from the auto maker's internal probe over the delay in
recalling 2.6 million vehicles with faulty ignition switches.

According to the report, John Calabrese, vice president of global
vehicle engineering, is retiring after more than 33 years with the
nation's largest auto maker, the company said on April 22.  His
organization is being divided to provide more clarity and
accountability, said Mark Reuss, GM's executive vice president of
global product development.

Ken Morris, 47, was named vice president of the global product
integrity group, which was formed last week and is responsible for
preventing safety issues during vehicle development, the report
related.  Ken Kelzer, 51, vice president of GM Europe powertrain
engineering, will take over the group developing vehicle
components and subsystems.

As part of the reorganization, GM said it would more than double
to 55 a team of safety investigators working within engineering,
and would require its legal department to regularly brief
engineering on legal complaints involving its vehicles, the report
further related.

The Detroit company is revamping how it operates in the wake of
recent disclosures that some engineering managers ruled out
repairs as too expensive or took no actions despite years of
complaints about some small cars stalling, and that its legal and
product groups never discussed lawsuits and customer vehicle
problems, the report noted.

                    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 STEEL: Files Copy of Presentation Materials with SEC
------------------------------------------------------------
General Steel Holdings, Inc., gave a presentation to certain
investors and members of the media regarding the Company's
business developments.  The presentation includes a slide show, a
copy of which is available for free at http://is.gd/1D1j82

                   About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.

The Company reported a net loss of $42.62 million on $2.46 billion
of total sales in 2013, compared with a net loss of $231.94
million on $2.86 billion of total sales in 2012.  The Company's
balance sheet at Dec. 31, 2013, showed $2.7 billion in total
assets, $3.19 billion in total liabilities, and a stockholders'
deficit of $494 million.


GRIDWAY ENERGY: Obtains Interim Approval of $34-Mil. DIP Loan
-------------------------------------------------------------
Gridway Energy Holdings, et al., obtained interim authority from
the U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition financing up to an aggregate amount of $34,000,000
from Vantage Commodities Financial Services I, LLC, as agent and
lender.  The Debtors also obtained interim authority to use cash
collateral securing their prepetition indebtedness until May 14,
2014.

A final hearing will be held on May 6, 2014, at 1:00 p.m.
Objections are due no later than April 29.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/GRIDWAYdipord0414.pdf

                Proposed $122-Mil. of DIP Financing

Gridway Energy Holdings and its affiliates are asking for approval
from the bankruptcy court to (i) obtain senior secured,
superpriority priming postpetition financing in the aggregate
principal amount of up to $122 million to be provided by VCFS1, as
agent for lenders, and (ii) use cash collateral.

Absent immediate and uninterrupted access to adequate financing,
the Debtors will not have sufficient liquidity to sustain business
operations for any prolonged period of time.  The DIP credit
facility, which contemplates a sale of substantially all of the
Debtors' businesses pursuant to Section 363(b) of the Bankruptcy
Code, permits the Debtors to run a competitive sale process
designed to maximize the value for their creditors because the
sale is subject to a marketing process conducted by recognized
investment bankers that will yield the highest and best offer.

The salient terms of the proposed financing are:

   Borrower:        Glacial Energy Holdings

   Guarantors:      Subsidiaries of Glacial

   Borrowing
   Commitment:      Term and revolving loans in an aggregate
                    amount of $122 million.

   Term/Maturity
   Date:            Earliest of (a) Oct. 31, 2014, (b) the
                    effective date of a plan of reorganization,
                    (c) the date the Debtors consummate a
                    transaction for the sale or disposition of all
                    or substantially all of their assets.

    Fees:           Fees to be paid include a closing fee equal to
                    1% of the aggregate commitment, an unused line
                    fee, and LIBOR breakage costs.

    Events of
    Default:        Events of default include various events,
                    including the Debtor's failure to comply with
                    the settlement agreement with VCFS1 and
                    failure to obtain final approval of the DIP
                    financing by May 8, 2014.

    Use of Cash
    Collateral:     The Debtors are authorized to use cash
                    collateral solely in accordance with the
                    13-week cash flow budget.

    Adequate
    Protection:     As adequate protection, the prepetition
                    lenders will receive replacement liens,
                    superpriority administrative expense claims,
                    and periodic cash payments.

    Milestones:     Milestones for use of cash collateral:
                    (i) The Debtors will use their reasonable
                    efforts to obtain entry of the sale procedures
                    order by May 7, 2014, and the sale order by
                    June 16, 2014; (ii) the Debtors will use their
                    reasonable best efforts to ensure that the
                    closing of the sale occurs on or before June
                    18, 2014.

                    Milestones for DIP facility: The borrower is
                    required to meet the sale transaction
                    milestones in accordance with the settlement
                    agreement with VCFS1.

                     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.

VCFSI is represented by Ingrid Bagby, Esq. -- ingrid.bagby@cwt.com
-- and David E. Kronenberg, Esq. -- david.kronenberg@cwt.com -- at
Cadwalader, Wickersham & Taft, LLP, in New York; and Jason Madron,
Esq. -- madron@rlf.com -- at Richards, Layton & Finger, P.A., in
Wilmington, Delaware.


GRIDWAY ENERGY: Has Interim OK to Pay $3.6MM to Critical Vendors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Gridway Energy Holdings, Inc., et al., interim authority to pay
the prepetition claims of certain critical vendors up to $3.6
million.

As a condition to payment of the Critical Vendor Claims, the
Critical Vendors are required to continue to provide goods and
services to the Debtors on the most favorable terms in effect
between that Critical Vendor and the Debtors in the 12 months
before the Petition Date, or on terms more favorable to the
Debtors to which the Debtors and the Critical Vendor may otherwise
agree.

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.

A final hearing on the motion will be May 6, 2014, at 1:00 p.m.
Objections to the motion must be filed on or before April 29.

                     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: Seeks to Assume Key Employees' Contracts
--------------------------------------------------------
Gridway Energy Holdings, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to assume six
employment contracts and approval of an incentive plan for the
said employees.

Five officers of the Debtors, as well as the Debtors' general
counsel, agreed to continue to remain and act as the Debtors'
management in the weeks leading up to, and following, the Petition
Date.  Their agreement was subject, in all respects, to the terms
of the employment contracts the Debtors seek to assume.

The employment contracts provide that the Key Employees will
receive the following annual salaries:

   Randy Lennan, chief executive officer            $400,000
   Phillip Spilpane, chief financial officer        $300,000
   Carey Drangula, general counsel                  $300,000
   Andrew Luscz, vice president of electric supply  $250,000
   Bretton DeNomme, president of sales              $250,000
   Katie Perry, vice president of operations        $200,000

The employment contracts also provide that each of the Key
Employee will be entitled to receive two incentive payments earned
and payable upon meeting corresponding benchmarks.  The first
incentive payment will be immediately payable upon the Court
approving the sale of substantially all of the Debtors' assets.
The second incentive payment will be immediately payable upon the
later to occur of (i) the closing of a sale of substantially all
of the Debtors' assets, or (ii) the expiration of the term of any
agreement by the Debtors to provide transition services to the
successful bidder at the sale.  In the event the asset sale is not
pursued, the incentive payments will be payable in full upon the
entry by the Court of an order approving the confirmation of a
Chapter 11 plan.

The Debtors' desire to maximize the value of their assets will be
a difficult undertaking and will be nearly impossible without the
leadership of the Key Employees, each of whom will play a vital
role in working with the Debtors' various professionals in
negotiating, drafting and gaining attractive bids, Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, asserts in court papers.  While it is
possible that the Debtors could seek to recruit new management,
those efforts would take time during which the Debtors would be
left with no management, Mr. Barry adds.

The Debtors are also represented by Michael R. Nestor, Esq., and
Donald J. Bowman, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP, in Washington, D.C.

                     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: Has Rust Consulting as Administrative Advisor
-------------------------------------------------------------
Gridway Energy Holdings, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Rust
Consulting/Omni Bankruptcy as administrative advisor to, among
other things, assist with solicitation, balloting and tabulation
of votes, and prepare any related reports.

Prior to the Petition Date, the Debtors provided Rust a retainer
in the amount of $20,000.

Paul Deutch, the executive managing director of Rust
Consulting/Omni Bankruptcy, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

A hearing on the employment application is scheduled for May 6,
2014, at 1:00 p.m. (ET).  Objections are due April 29.

                     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.


HD SUPPLY: Amends 2013 Annual Report
------------------------------------
HD Supply Holdings, Inc., and HD Supply, Inc., amended their
combined annual report on Form 10-K for the fiscal year ended
Feb. 2, 2014, filed with the U.S. Securities and Exchange
Commission on March 25, 2014, to disclose information required by
Section 13(r) of the Securities Exchange Act of 1934, as amended,
as added by the Iran Threat Reduction and Syrian Human Rights Act
of 2012, in "Item 9B. Other Information" and to file Exhibit 23.1
(Consent of PricewaterhouseCoopers LLP) which was inadvertently
omitted from the Original Annual Report.

In addition, as required by Rule 12b-15 under the Exchange Act,
new certifications by the Company's principal executive officer
and principal financial officer are filed as exhibits.  All other
information included in the Original Annual Report has not been
amended.

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

                        http://is.gd/zHQ6Yo

                          About HD Supply

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

HD Supply incurred a net loss of $218 million for the fiscal year
ended Feb. 2, 2014, as compared with a net loss of $1.17 billion
for the fiscal year ended Feb. 3, 2013.  For the year ended
Jan. 29, 2012, the Company incurred a net loss of $543 million.

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

                           *     *     *

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

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


INTERFAITH MEDICAL: Can Employ Melanie Cyganowski as New CRO
------------------------------------------------------------
Interfaith Medical Center, Inc. sought and obtained permission
from the Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York to employ Melanie Cyganowski as new
chief restructuring officer.

The New CRO will oversee the operations and restructuring of IMC's
Hospital and Clinics.  Ms. Cyganowski will utilize professionals
of Otterbourg P.C. to advise her on her duties.

The Debtor, among other things, requires Ms. Cyganowski to:

   (a) assist in developing and implementing a confirmable
       chapter 11 plan to become effective in IMC's chapter 11
       case;

   (b) provide advice on the formulation and execution of the
       overall strategy and analysis of alternatives for the
       various restructuring opportunities as they relate to the
       current and future operations of IMC's Hospital and
       Clinics; and

   (c) hire, discharge, supervision, and management of all IMC
       employees, including determination from time to time of
       the numbers and qualifications of employees needed in the
       various departments and services of IMC, in each case, as
       they relate to the current and future operations of IMC's
       Hospital and Clinics.

The principal economic terms of the New CRO engagement are:

   -- Compensation for New CRO:

      * Ms. Cyganowski will be paid an hourly rate of $795, not
        to exceed $140,000 per month without prior written
        approval of DASNY and DOH.

   -- Fees for Otterbourg Professionals Advising the New CRO:

      * The Otterbourg Professionals will charge their customary
        hourly rates.  The Otterbourg Professionals shall be
        subject to a separate monthly fee cap of $175,000, unless
        prior written approval to exceed that cap is provided by
        DASNY and DOH.  The range of hourly rates of Otterbourg
        Professionals is as follows:

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

   -- Reimbursement of Expenses: The New CRO will be reimbursed
      for all reasonable, documented, out-of-pocket costs and
      expenses, such as travel, lodging, postage, photocopying
      costs, computer and research charges, and other charges
      customarily recoverable as out-of-pocket expenses, subject
      to the U.S. Trustee Fee Guidelines, with those expenses
      allocable to the Otterbourg Professions not to exceed
      $7,500 per month without prior written approval of DASNY
      and DOH.

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

The Official Committee of Unsecured Creditors appointed in the
Debtor's case, filed a limited objection to the Motion for Interim
and Final Orders, Pursuant to Sections 105 and 363 of the
Bankruptcy Code and Bankruptcy Rule 6003, Authorizing Employment
and Retention of: (A) Melanie Cyganowski as the Debtor's New CRO;
and (B) ToneyKorf Partners, LLC to Provide (i) Steven Korf to
Serve as the Debtor's New CEO and (ii) Temporary Staff to Assist
the New CEO in His Duties.

According to the Committee, the Retention Motion raises a number
of troubling issues in this troubled case.  Specifically, the
Committee pointed out that the Debtor is seeking to employ its
third separate CRO during the course of this chapter 11 case. The
Debtor initially (and controversially) retained Kurron Shares of
America, Inc. to serve as CEO, CRO, CFO, COO, and Special Counsel
in a motion filed with its petition. Kurron's retention was
approved over the objections of the Committee and other parties in
interest. Nevertheless, less than two months after Kurron's
retention was approved by the Court, the New York State Department
of Health and the Dormitory Authority of the State of New York
forced Kurron and the CRO out, and the Debtor sought to install
John D. Leech as its CRO, with his firm Gordian-Dynamis Solutions
LLC providing services as a restructuring consultant.  Mr. Leech's
retention as CRO was approved on an expedited basis just over five
months after the filing of the Debtor's petition.  Now, less than
a year after Mr. Leech took office, the Debtor is seeking to
replace him with Ms. Cyganowski.  Committee counsel cannot recall
any other case in which a debtor required the services of three
separate CROs (and all within a period of just over fifteen
months).

The Committee also said the Retention Motion would seek to further
burden the Debtor's estate with additional and excessive
administrative costs.  The Retention Motion seeks authorization to
allow the Debtor to pay up to $545,000 per month in fees to Ms.
Cyganowski, her firm Otterbourg P.C., Steven Korf (the proposed
New CEO), and his firm ToneyKorf Partners, LLC, plus up to $15,000
per month in expenses for them.  All of these so-called "caps" may
be exceeded with the prior written approval of DASNY and DOH.
Although a number of parties in interest in this case had material
issues with the capabilities of Kurron's CRO and CEO, Kurron's
approved fees never exceeded $235,000 per month, and Kurron
provided CFO, COO, and Special Counsel personnel in addition to
personnel who served as CRO and CEO.

The Committee pointed out that the Retention Motion would
authorize payments more than double those approved for Kurron for
services that do not even include a CFO, a COO, or Special
Counsel.  Similarly, the Retention Motion would allow Ms.
Cyganowski's firm to be reimbursed for fees in assisting her in
her duties as CRO of up to $175,000 per month. Gordian Dynamis was
initially subject to a monthly cap of $35,000 in its provision of
services to Mr. Leech when he served as CRO. The Committee noted
this is a five-fold increase, and it does not even include the
services to be provided by ToneyKorf in its role assisting the
proposed new CEO and CRO, which would be "capped" at $100,000 per
month. Nor does it include the fees that the Debtor may continue
to pay to Mr. Leech and/or Gordian Dynamis.

The Committee also said that although Ms. Cyganowski was a very
capable bankruptcy judge, is a very qualified lawyer, and has
served in a fiduciary capacity, there is no indication that she
has any significant experience in carrying out a number of the
particular services contemplated by the New CRO Engagement Letter.
The Committee questions the reasonableness of paying a
(very experienced) legal professional $795 per hour to perform
services that should be provided by a health care business
professional, presumably at a lower hourly rate.

Given the expansive nature of the services to be provided by Ms.
Cyganowski as the New CRO, it is also unclear why the Debtor needs
a new CEO at all.  In fact, a comparison of the services to be
provided by the New CEO and ToneyKorf reveals that they are
largely duplicative of the services to be provided by the
New CRO.  The Retention Motion apparently attempts to avoid
duplication by explaining that ToneyKorf personnel will be
"assist[ing] the new CRO and the Debtor in the operation of and
efforts to restructure the operations of IMC's Hospital and
Clinics."

Similarly, it is entirely unclear exactly what services Otterbourg
would be providing to Ms. Cyganowski that could not better be
provided by Debtor's counsel.  Ms. Cyganowski will report to the
Debtor's Board of Trustees.  But the fact that the Retention
Motion contemplates that Otterbourg's fees could be up to $175,000
per month indicates that Otterbourg will be performing substantial
services to the estate.

Counsel to the Official Committee of Unsecured Creditors can be
reached at:

         Martin G. Bunin, Esq.
         Craig E. Freeman, Esq.
         ALSTON & BIRD LLP
         90 Park Avenue
         New York, New York 10016
         Tel: (212) 210-9400
         Fax: (212) 210-9444

                About Interfaith Medical Center

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

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

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

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

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


INTERMETRO COMMUNICATIONS: Incurs $2.4 Million Net Loss in 2013
---------------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.45 million on $11.57 million of net revenues for
the year ended Dec. 31, 2013, as compared with net income of
$699,000 on $20.06 million of net revenues in 2012.

As of Dec. 31, 2013, the Company had $2.95 million in total
assets, $15.37 million in total liabilities and a $12.42 million
total stockholders' deficit.

Gumbiner Savett Inc., in Santa Monica, California, issued a "going
cocern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred net losses in previous years, and as of
Dec. 31, 2013, the Company had a working capital deficit of
approximately $12,082,000 and a total stockholders' deficit of
approximately $12,426,000.  The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2014 without the completion of additional
financing.  These factors, among other things, raise substantial
doubt about the Company's ability to continue as a going concern

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

                        http://is.gd/VoUK9S

                         About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.


IZEA INC: Incurs $3.3 Million Net Loss in 2013
----------------------------------------------
IZEA, Inc., filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $3.32
million on $6.62 million of revenue for the 12 months ended
Dec. 31, 2013, as compared with a net loss of $4.67 million on
$4.95 million of revenue during the prior year.

Revenue increased 82 percent to a record $1.96 million during the
fourth quarter of 2013 compared to the same quarter in 2012.

As of Dec. 31, 2013, the Company had $2.94 million in total
assets, $4.39 million in total liabilities and a $1.45 million
total stockholders' deficit.

"This is our fourth straight quarter of record bookings and an
all-time record for both quarterly and annual revenue," said Ted
Murphy, IZEA's Chairman and chief executive officer.  "I am proud
of what our team accomplished in 2013 and optimistic for 2014 and
beyond.  Our initiatives with the launch of The Sponsorship
Marketplace at IZEA.com and the IZEA Exchange ecosystem should
bring additional opportunity for long term revenue growth and
operational efficiencies."

Cross, Fernandez & Riley, LLP, in Orlando, Florida, did not issue
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  Cross, Fernandez &
Riley, in their report on the consolidated financial statements
for the year ended Dec. 31, 2012, expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and had a negative working capital and
an accumulated deficit at Dec. 31, 2012.

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

                         http://is.gd/45apuI

                           About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.


KEEN EQUITIES: Hires Goldberg Weprin as Bankruptcy Counsel
----------------------------------------------------------
Keen Equities, LLC asks for permission from the Hon. Nancy Hershey
Lord of the U.S. Bankruptcy Court for the Eastern District of New
York to employ Goldberg Weprin Finkel Goldstein LLP as bankruptcy
counsel.

The Debtor requires Goldberg Weprin to:

   (a) provide the Debtor with all necessary legal advice in
       connection with the bankruptcy case, as well as the
       Debtor's responsibilities and duties as debtor-in-
       possession;

   (b) represent the Debtor in all proceedings before the
       Bankruptcy Court and U.S. Trustee;

   (c) draft, prepare and file all necessary legal papers,
       applications, motions, reports and plan related documents
       on the Debtor's behalf needed;

   (d) represent the Debtor with respect to formulating and
       obtaining confirmation of a plan of reorganization in
       connection with the developing of the Lake Anne Property
       and restructuring existing mortgage debt; and

   (e) render all other legal services which may be necessary to
       deal with existing mortgage and unsecured debt, including
       resolution of potential issues concerning the appropriate
       imposition of default interest charged by the lender, and
       other related issues.

Goldberg Weprin will be paid at these hourly rates:

       Partner                    $495
       Associate                $250-$425
       Paralegal                $90-$120

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

Prior to the bankruptcy filing, Goldberg Weprin received a
retainer payment of $35,000 from the Debtor.  The sum $15,000 was
applied to pre-petition legal services.  The unused balance of
$20,000 will be applied to the legal fees and expenses incurred
and awarded during the Chapter 11 case less the filing fee of
$1,213.

Kevin J. Nash, member of Goldberg Weprin, 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.

Goldberg Weprin can be reached at:

       Kevin J. Nash, Esq.
       GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
       1501 Broadway, 22nd Floor
       New York, NY 10036
       Tel: (212) 221-5700
       Fax: (212) 730-4518

Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-46782) on Nov. 12, 2013.  The petition was signed by
Y.C. Rubin as manager.  The Debtor disclosed total assets of $15.1
million and total liabilities of $6.84 million.  Judge Nancy
Hershey Lord presides over the case.  Goldberg Weprin Finkel
Goldstein LLP serves as the Debtor's counsel.


LAKELAND INDUSTRIES: Amends Bylaws to Add Exclusive Forum Article
-----------------------------------------------------------------
The Board of Directors of Lakeland Industries, Inc., approved an
amendment to the Corporation's Amended and Restated By-Laws,
effective as of April 8, 2014, adding a new Article VII providing
an exclusive forum provision for the adjudication of certain
disputes.  This provision provides that, unless the Corporation
consents in writing to the selection of an alternative forum, the
sole and exclusive forum for:

    (i) any derivative action or proceeding brought on behalf of
        the Corporation;

   (ii) any action asserting a claim of breach of a fiduciary duty
        owed by any director or officer or other employee of the
        Corporation to the Corporation or the Corporation's
        stockholders;

  (iii) any action asserting a claim against the Corporation or
        any director or officer or other employee of the
        Corporation arising pursuant to any provision of the
        Delaware General Corporation Law or the Corporation's
        Certificate of Incorporation or By-Laws (as either may be
        amended from time to time); or

   (iv) any action asserting a claim against the Corporation or
        any director or officer or other employee of the
        Corporation governed by the internal affairs doctrine
        will be a state court located within the State of Delaware
       (or, if no state court located within the State of Delaware
        has jurisdiction, the federal district court for the
        District of Delaware).

A copy of the Amended and Restated By-Laws of Lakeland Industries,
Inc. (effective as of April 8, 2014) is available for free at:

                        http://is.gd/8g16bY

                    About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.  The Company's balance sheet at Oct. 31, 2013,
showed $87.33 million in total assets, $38.56 million in total
liabilities and $48.77 million in total stockholders' equity.

In their report on the consolidated financial statements for the
year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that Company is in default on certain covenants of its loan
agreements at Jan. 31, 2013.  "The lenders have not waived these
events of default and may demand repayment at any time.
Management is currently trying to secure replacement financing but
does not have new financing available at the date of this report."


LANDAUER HEALTHCARE: Case Caption Changed to LMI Legacy Holdings
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware entered an order granting Landauer
Healthcare Holdings, Inc., et al.'s motion to amend the case
caption used in their Chapter 11 cases to LMI Legacy Holdings
Inc., et al., in accordance with the corporate name change of
Landauer Healthcare Holdings, Inc., to LMI Legacy Holdings Inc.
The Court also directed that these caption changes be made:

      a. Landauer-Metropolitan, Inc., to LMI Legacy Holdings II,
         Inc.;

      b. Miller Medical & Respiratory, Inc., to LMI Legacy
         Holdings III Inc.;

      c. American Homecare Supply New York, LLC, to LMI Legacy
         Holdings I LLC;

      d. American Homecare Supply Mid-Atlantic, LLC, to LMI Legacy
         Holdings II LLC;

      e. Denmark's LLC to LMI Legacy Holdings III LLC;

      f. Genox Homecare, LLC, to LMI Legacy Holdings IV LLC; and

      g. C.O.P.D. Services, Inc., to LMI Legacy Holdings IV, Inc.

                     About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

The Debtors are represented by Justin H. Rucki, Esq., Michael R.
Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt
& Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L
Gates LLP, in New York; and Charles A. Dale III, Esq., and
Mackenzie L. Shea, Esq., in Boston, Massachusetts.

Carl Marks Advisory Group serves as the Debtor's financial
advisors, and Epiq Systems as claims and notice agent.  Maillie
LLP serves as the Debtors' tax accountants.

The Debtor filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.


LANDAUER HEALTHCARE: Expansion of Maillie's Scope of Services OK'd
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware entered an order allowing LMI Legacy
Holdings Inc., et al., to expand the scope of employment and
retention of Maillie LLP to include additional tax accounting
services, including assistance relating to a potential tax appeal,
nunc pro tunc to Feb. 19, 2014.

As reported by the Troubled Company Reporter on Nov. 19, 2013, the
Court authorized the Debtors to employ Maillie as their tax
accountants, nunc pro tunc to Oct. 25, 2013.  Maillie will prepare
the Debtors' tax returns for the fiscal year ended March 31, 2013.

                     About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

The Debtors are represented by Justin H. Rucki, Esq., Michael R.
Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt
& Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L
Gates LLP, in New York; and Charles A. Dale III, Esq., and
Mackenzie L. Shea, Esq., in Boston, Massachusetts.

Carl Marks Advisory Group serves as the Debtor's financial
advisors, and Epiq Systems as claims and notice agent.  Maillie
LLP serves as the Debtors' tax accountants.

The Debtor filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.

On Feb. 27, 2014, the Court granted the Debtors' motion to amend
the case caption used in their Chapter 11 cases to LMI Legacy
Holdings Inc., et al., in accordance with the corporate name
change of Landauer Healthcare Holdings, Inc., to LMI Legacy
Holdings Inc.


LANDAUER HEALTHCARE: Court Okays Allcare Medical Settlement
-----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has approved LMI Legacy Holdings Inc., et
al.'s limited settlement agreement with Louis Rocco, Sal Burdi,
the Debtors' former executive officer and executive vice
president, respectively, and Passaic Healthcare Services, LLC, dba
Allcare Medical.

In a court filing dated Jan. 31, 2014, the Debtors stated that the
Settlement Agreement was executed between the Debtors, LMI DME
Holdings LLC, and the Official Committee of Unsecured Creditors on
the one hand, and Messrs. Rocco and Burdi, and Allcare on the
other hand, regarding a termination of the employment agreements
of Messrs. Rocco and Burdi with the Debtors.  The Debtors said in
the filing that the Settlement Agreement maximizes the value of
the Debtors' estates by resulting in a payment of $400,000 to
those estates, or the purchaser of the Debtors' assets, in
exchange for the Debtors and LMI DME agreeing to the termination
of the Employment Agreements with Messrs. Rocco and Burdi,
including certain restrictive employment covenants contained in
the Employment Agreements.  Messrs. Rocco and Burdi are also
shareholders of Landauer-Metropolitan, Inc., one of the Debtors in
the Chapter 11 cases.  Messrs. Rocco and Burdi's employment was
governed by the terms of the Employment Agreements -- separate
employment agreements with LMI, both of which contained
restrictive covenants prohibiting Messrs. Rocco and Burdi from
working for a competitor in New York, New Jersey or Connecticut
within two years of each employee's departure from the Debtors.

Messrs. Rocco and Burdi left LMI on July 10, 2013.  On July 17,
2013, Messrs. Rocco and Burdi sued the Debtors in Nassau County
Supreme Court in New York, seeking a ruling voiding the
restrictive covenants contained in their Employment Agreements
with the Debtors.  Messrs. Rocco and Burdi started performing
services for Allcare, which, according to the Debtors, is one of
their competitors that had previously showed an interest in
acquiring the Debtors prior to the commencement of the Debtors'
Chapter 11 cases.  Prior to providing Allcare with its
confidential information and trade secrets about its business and
employees in connection with the proposed transaction, Allcare and
the Debtors entered an April 4, 2012 confidentiality agreement,
which contains a provision providing that in the event a
transaction didn't result, Allcare wouldn't solicit or hire any
Debtor employees for two years after the negotiations ended.  On
May 15, 2013, the Debtors and Allcare entered into an exclusivity
agreement, whereby both sides agreed to hold exclusive merger
discussions with each other and no other parties for a 15-day
period.  On June 14, 2013, the merger discussions between Debtors
and Allcare terminated.

After extensive discussions spanning nearly two months, the
parties ultimately agreed on the terms of the Settlement
Agreement.  The Debtors agreed to terminate the Employment
Agreements, which termination contains reservations of the
Debtors' rights to enforce certain of its contractual rights under
the Employment Agreements.  The Debtors agree to a termination of
the restrictive covenants with Messrs. Rocco and Burdi effective
as of Jan. 31, 2014, rather than July 10, 2015, the date the
Debtors believe the covenants would otherwise terminate and a
limited release solely related to these claims.  In exchange, the
Debtors' estates will receive a payment of $400,000.

                     About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

The Debtors are represented by Justin H. Rucki, Esq., Michael R.
Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt
& Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L
Gates LLP, in New York; and Charles A. Dale III, Esq., and
Mackenzie L. Shea, Esq., in Boston, Massachusetts.

Carl Marks Advisory Group serves as the Debtor's financial
advisors, and Epiq Systems as claims and notice agent.  Maillie
LLP serves as the Debtors' tax accountants.

The Debtor filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.

On Feb. 27, 2014, the Court granted the Debtors' motion to amend
the case caption used in their Chapter 11 cases to LMI Legacy
Holdings Inc., et al., in accordance with the corporate name
change of Landauer Healthcare Holdings, Inc., to LMI Legacy
Holdings Inc.


LANGUAGE LINE: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Language Line Holdings, LLC's
B2 Corporate Family Rating (CFR), B2-PD Probability of Default
Rating, and assigned B1 and Caa1 ratings to the company's proposed
first and second lien credit facilities, respectively. The ratings
outlook is stable.

Language Line will use the net proceeds of the proposed credit
facilities to refinance existing debt, repay a seller note, and
pay a dividend of approximately $53 million to its shareholders.
The ratings are subject to final review of the documents. The
ratings for Language Line's existing credit facilities will be
withdrawn upon repayment and cancellation of the credit
facilities.

Ratings affirmed:

At Language Line Holdings, LLC:

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2-PD

  Outlook -- Stable

Ratings assigned:

At Language Line LLC

  $50 million first lien revolver due 2019 -- B1 (LGD3, 34%)

  $515 million first lien term loan due 2021 -- B1 (LGD3, 34%)

  $220 million second lien term loan due 2021 -- Caa1 (LGD5, 88%)

Ratings Rationale

The proposed debt-financed dividend will increase Language Line's
total debt to EBITDA (Moody's adjusted, including non-cash stock
compensation and capitalized operating leases) by approximately
0.5x. At the same time, the company will benefit from extension of
debt maturities, greater cushion under new financial covenant
levels and the full availability under its new revolving credit
facility. The affirmation of the B2 CFR reflects Moody's
expectations that Language Line's revenues will grow by at least
the low single digit percentages and its free cash flow should be
in the high single digit percentages of total debt over the next
12 to 24 months.

Language Line's Corporate Family Rating is weakly positioned in
the B2 rating category due to the company's high leverage that is
expected to be in the 6.0x to 6.5x range (Moody's adjusted) over
the next 12 to 18 months. The company has a short track record of
organic annual revenue growth and EBITDA stabilization in 2013,
after sustaining erosions in revenues and EBITDA margins over the
past several years. Although strong demand from the healthcare
vertical should continue to support good call volume growth,
Moody's believes that pricing pressure in the core over the phone
interpretation (OPI) business will constrain the company's revenue
and EBITDA growth.

However, the B2 rating is supported by Language Line's good
projected free cash flow and Moody's expectation that the company
will allocate a portion of its free cash flow to reduce debt. The
company still generates healthy EBITDA margins and it has low
working capital and capital expenditures requirements that will
continue to support good free cash flow generation. In addition,
Moody's believes that growing call volumes and operating
efficiencies resulting from the implementation of an upgraded IT
platform should provide additional cushion to absorb pricing
pressure and increasing wages. The B2 rating is further supported
by Language Line's low customer revenue concentration and its
competitive advantage from its significantly greater scale
relative to its competitors in the niche OPI market in the North
America region.

The stable ratings outlook is based on Moody's expectations of
good levels of free cash flow and debt reduction from free cash
flow. Language Line's leverage should trend toward 6.0x (Moody's
adjusted) by mid 2015 and Moody's expects the company to maintain
stable EBITDA levels (excluding variability in non-cash stock
compensation expense).

The ratings could be downgraded if Language Line does not make
progress toward reducing total debt to EBITDA to below 6.0x
(Moody's adjusted). The ratings could be lowered if revenues and
earnings decline, or weak operating performance leads Moody's to
believe that total debt to EBITDA is unlikely to sustained below
6.0x. In addition, degradation of liquidity or decline in free
cash flow to the low single digit percentages of total debt for a
protracted period could result in a downgrade of the ratings.

Given the headwinds in the business and Language Line's elevated
leverage a ratings upgrade is not anticipated in the intermediate
term. Moody's could raise Language Line's ratings over time if the
company demonstrates sustained growth in revenues and earnings and
if Moody's believes that financial policies will be more balanced
between shareholders and debtholders. The ratings could be
upgraded if Moody's believes that the company will maintain total
debt to EBITDA (Moody's adjusted) below 4.5x times and free cash
flow to debt of more than 10%.

California-based Language Line primarily provides over-the-phone
interpretation, onsite interpretation and other language services.
The company is controlled by ABRY Partners, LLC and reported
revenues of $320 million in 2013.

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


LANGUAGE LINE: S&P Raises CCR to 'B' on Refinancing
---------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
its corporate credit rating on Monterey, Calif.-based
interpretation service provider Language Line Holdings LLC to 'B'
from 'B-'.  The outlook is stable.

At the same time, S&P assigned the company's proposed $565 million
secured first-lien credit facility its 'B' issue-level rating,
with a recovery rating of '3', indicating S&P's expectation for a
meaningful (50%-70%) recovery in the event of a payment default.
The secured first-lien credit facility includes a $50 million
revolving credit facility and a $515 million first-lien term loan.

S&P also assigned the company's proposed $220 million secured
second-lien term loan its 'CCC+' issue-level rating, with a
recovery rating of '6', indicating S&P's expectation for a
negligible (0%-10%) recovery in the event of a payment default.

The upgrade reflects Language Line's increased margin of
compliance under its proposed credit agreement with its maximum
leverage covenant.  While the net total leverage covenant level
has not been determined, S&P expects that it will be set at a
level that provides the company an EBITDA cushion of compliance
greater than 20%.  Under the previous credit agreement, the
company's EBITDA cushion of compliance was less than 10%.  The
company has also been able to reverse its declining revenue trend,
as it achieved 3.7% organic revenue growth in 2013 after declining
3.6% in 2012.

In S&P's view, Language Line has a "weak" business risk profile.
Although Language Line is a leading outsourced OPI (over-the-phone
interpretation) provider, in-house interpretation capabilities can
be more economical for companies in Language Line's targeted
industries, which include health/medical, government, financial,
and insurance.  The alternative to insource, as well as the
presence of other competitors, has resulted in a consistent low-
single-digit percent pricing decline for the company over the last
three years.  S&P expects that this pricing decline will continue,
especially as demand for English-to-Spanish interpretation grows.
Spanish interpretation currently makes up more than 60% of the
company's total billed minutes.

In addition to pricing pressure, CPM (cost per minute) increased
3.3% pro forma for the 2012 acquisition of Pacific Interpreters.
S&P expects the combination of pricing pressure and higher costs
to continue in 2014 and result in a significant decrease in EBITDA
and the EBITDA margin.  However, S&P do expect the company to
achieve high-single-digit percent growth in OPI minutes in 2014,
which will partially offset the pricing pressure and increased
costs.  The company achieved pro forma growth of 10.5% in OPI
minutes in 2013, which despite per-minute price declines, resulted
in organic revenue growth of 3.7%.

S&P views Language Line's financial risk profile as "highly
leveraged" based on its adjusted leverage (which includes
adjustments for operating leases and preferred equity) calculation
of 6.1x.  Given the low capital intensity of the business and
S&P's expectation of minimal acquisitions, it believes that the
company will generate significant discretionary cash flow that
could be used to pay down debt.  Still, S&P do not expect the
company to deleverage below 5x, its threshold for the company at
the 'B' rating, in the intermediate term.

S&P views the company's management and governance as "weak," given
its history of paying dividends when operating performance was
weak and its covenants were tightening.  The proposed refinancing
includes a $53 million dividend, which is likely to consume one to
two years of discretionary cash flow.


MCC FUNDING: Files List of 10 Unsecured Creditors
-------------------------------------------------
MCC Funding LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York a list of its largest unsecured
creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Bingham Greenebaum Doll
3913 Solutions Center
Chicago, IL 60677-3009                                Unknown

Dickinson Wright
150 E. Gay Street
Suite 2400
Columbus, OH 43215                                    Unknown

Levett Rockwood
33 Riverside Avenue
Westport, CT 06880                                    Unknown

Norris, McLaughlin & Marcus                           Unknown

Northlight Asset Management                           Unknown

Northlight Financial LLC                              Unknown

Northlight GP II LLC                                  Unknown

Portigon AG                                           Unknown

Post Confirmation Trust of Wes                        Unknown

Trimont Real Estate Advisors                          Unknown

MCC Funding LLC filed a bare-bones Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-10782) in Manhattan on March 24,
2014.  The New York-based company estimated $10 million to
$50 million in assets and liabilities.

Scott A. Steinberg, Esq., at Law Offices of Scott A. Steinberg, in
Uniondale, New York, serves as counsel.


MCC FUNDING: Sec. 341 Meeting Adjourned to May 12
-------------------------------------------------
The meeting of creditors in the Chapter 11 case of MCC Funding LLC
originally scheduled for April 28, 2014, at 2:30 p.m. has been
adjourned to May 12, 2014, at 2:30 p.m. at the Office of the
United States Trustee, 80 Broad Street, 4th Floor, New York , New
York 10004.

MCC Funding LLC filed a bare-bones Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-10782) in Manhattan on March 24,
2014.  The New York-based company estimated $10 million to
$50 million in assets and liabilities.

Scott A. Steinberg, Esq., at Law Offices of Scott A. Steinberg, in
Uniondale, New York, serves as counsel.


MEDICURE INC: Comments on Recent Trading Activity
-------------------------------------------------
Medicure Inc. reports that, in view of the recent market activity
in the Company's stock, the Investment Industry Regulatory
Organization of Canada has contacted the Company in accordance
with its usual practice.

Although the Company ordinarily does not comment on market
activity or market speculation, the Company is aware of the
increased market activity in its common stock subsequent to the
Company's most recent press releases, including the announcement
of March 26, 2014, relating to the financial results from the
third quarter fiscal 2014 and the announcement of April 14, 2014,
relating to the Company's advisory services agreement with Knight
Therapeutics Inc.

"Over the past several years the Company has been exploring
opportunities to grow its business through acquisition.  The
Company is currently pursuing one specific opportunity, under
which the Company would be a party to an acquisition.  There is no
assurance that this potential transaction, or any other
transaction, is going to be completed," the Company said in a
statement.

The Company clarifies that the transaction contemplated is subject
to, among other things, the negotiation and execution of a
definitive binding agreements and other documentation, approval of
the board of directors of the Company and that of the other
parties to the transaction, and the completion of remaining due
diligence activities.  There can be no assurance that these
conditions precedent, or any other conditions precedent, will be
satisfied.

                        About Medicure Inc.

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

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

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

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


MOMENTIVE PERFORMANCE: S&P Withdraws 'D' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Albany, N.Y.-based Momentive Performance Materials Inc., including
the 'D' corporate credit rating.


MOMENTIVE PERFORMANCE: 2014 Incentive Plan Okayed in March
----------------------------------------------------------
According to a March 27 regulatory filing, the Compensation
Committee of the Board of Directors of Momentive Performance
Materials Inc. and the Compensation Committee of the Board of
Managers of Momentive Performance Materials Holdings LLC, the
Company's indirect parent company approved the 2014 annual
incentive compensation plan for the Company.  The Company's named
executive officers and other specified members of management are
eligible to participate in the 2014 IC Plan.

Under the 2014 IC Plan, named executive officers have the
opportunity to earn cash bonus compensation based upon the
achievement of certain division or Parent performance targets
established with respect to the plan.  The performance targets are
established based on the following performance criteria: EBITDA
(earnings before interest, taxes, depreciation and amortization)
adjusted to exclude certain non-cash, certain non-recurring
expenses and discontinued operations, environment, health & safety
targets which measure severe incident factor OSHA recordable
injuries and environmental incidents, and cash flow.  Targets for
Segment EBITDA, EH&S statistics, and cash flow for participants
with non-divisional roles are based upon the results of the Parent
and its subsidiaries, including our results and the results of
Momentive Specialty Chemicals Inc.

The performance criteria for participants are weighted by
component.  Participants have 60 percent of their incentive
compensation tied to achieving Parent, division, or business unit
Segment EBITDA targets, 10 percent (5 percent SIF OSHA recordable
injuries, 5 percent environmental incidents) tied to the
achievement of Parent, division or business unit EH&S goals, and
30 percent tied to the achievement of Parent or division cash flow
targets.  Minimum, lower middle, target, upper middle and maximum
thresholds were established for the Segment EBITDA performance
criteria.  Target and maximum thresholds were established for the
SIF performance criteria. Minimum, target and maximum thresholds
were established for the environmental incidents and cash flow
performance criteria.

The payouts for achieving the minimum thresholds are a percentage
of the allocated target award for the component (30 percent for
Segment EBITDA and 50 percent for cash flow and EH&S).  The
payouts for achieving the maximum thresholds are 175 percent or
200 percent of the allocated target award, depending on the
executive's position.

Each performance measure under the 2014 IC Plan acts independently
such that a payout of one element is possible even if the minimum
target threshold for another is not achieved.  Any payments under
the 2014 IC Plan are subject to the prior approval of audited
annual financial results.

                   About Momentive Performance

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

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

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

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

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


MONEYGRAM INTERNATIONAL: S&P Revises Outlook & Affirms BB- ICR
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on MoneyGram International to negative from stable.  At
the same time, S&P affirmed its issuer credit rating and senior
secured issue rating at 'BB-'.

Wal-Mart has reached an agreement with Ria Financial Services, a
subsidiary of Euronet Worldwide Inc., to provide Wal-Mart-to-Wal-
Mart U.S.-only money transfers at more than 4,000 of its stores at
a cost below MoneyGram's existing Wal-Mart prices.

"We believe that the new service, which will become available
April 24, will directly affect MoneyGram's U.S. Wal-Mart-to-Wal-
Mart money transfer business, which represents about 13% of
MoneyGram's total company revenue," said Standard & Poor's credit
analyst Igor Koyfman.  When Wal-Mart commissions are deducted, it
will result in about a 9% reduction to gross profit. (S&P notes
that this new agreement with Ria does not affect MoneyGram's U.S.-
to-international money transfer services.)

Wal-Mart-related transactions represented about 26% of MoneyGram's
total revenue during the fourth quarter of 2013.  Accounting for
Wal-Mart's new offering, S&P expects that Wal-Mart will still
contribute about 10%-15% of MoneyGram's total revenue--a large
portion of which will be U.S. to international--over the next two
years.  This level of agent-client concentration is a risk because
if the relationship was discontinued, it would hurt the company's
financial results.  S&P also believes that large agents can
constrain profits by influencing product pricing or demanding
additional financial concessions.  At this point, MoneyGram stated
that it won't lower pricing at its Wal-Mart locations.  It remains
unclear if MoneyGram will take future pricing actions at the
remainder of its 31,000 U.S. agents.

The negative outlook reflects an increasingly competitive money
transfer industry, which S&P believes could counteract any
material benefit in earnings that relate to moderate improvements
in the global economy and an increase in MoneyGram's global agent
locations.  The new competitive environment creates uncertainty
over the next 12 months in terms of MoneyGram's market share,
profitability, and cash flow.

S&P could lower our ratings on MoneyGram if its leverage exceeds
4.5x on a sustained basis.  In S&P's view, this could occur if
financial performance deteriorates beyond our expectations as a
result of competition, the company incurs higher-than-expected
compliance costs, or it issues additional debt to finance a payout
to shareholders. (S&P adjusts EBITDA for nonrecurring items and
debt for non-cancellable operating leases and unfunded
postretirement benefits.)

S&P could affirm the ratings and assign a stable outlook if it
believes that the company will sustain leverage below 4.5x.  Over
the next 12 months, S&P will continue to review the company's
financial performance in light of the lower-priced money transfers
offered by Ria at Wal-Mart.  S&P could also upgrade MoneyGram if
THL's and Goldman Sachs's future exit strategy doesn't result in
significantly higher leverage and the company sustains leverage
below 3x.


MONTANA ELECTRIC: Case Conversion Hearing Continued Sine Die
------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher signed off on a stipulation
between Southern Montana Electric Generation and Transmission
Cooperative, Inc., and Fergus Electric Cooperative, Inc. and
Beartooth Electric Cooperative, Inc. (Member Cooperatives), to
continue without date the Member Cooperatives' motion to convert
the case to Chapter 7.  The hearing scheduled for April 15, 2014
was vacated.

The stipulation also provided that in the event the Debtor's plan
is not confirmed, then the Member Cooperatives will give notice to
the Court and interested parties of the need to reschedule the
hearing.

As reported in the Troubled Company Reporter on Feb. 7, 2014,
Fergus Electric, and Beartooth Electric said that any plan of
reorganization, whether the noteholders' or the trustee's, is
doomed because, among other things: (i) it necessarily depends
upon assumption of two distinct but related non-assumable
contracts, the membership contracts and their wholesale power
contracts with the Debtor; (ii)even if assumable in the abstract,
assumption would impermissibly modify them.  The contracts, Fergus
and Beartooth said, are not assumable.  The trustee and, more
recently, the noteholders, have proposed plans which would repay
the noteholders by forcing the Debtor to remain in business over
the wishes of its members, charging rates determined, not by the
Debtor's board, but by someone else.

On Jan. 15, 2014, the Court approved the stipulation between
noteholders Prudential Insurance Company of America, Universal
Prudential Arizona Reinsurance Company, Prudential Investment
Management, Inc., as successor in interest to Forethought Life
Insurance Company, and Modern Woodmen of America, the Debtor, and
members Beartooth, Fergus, Mid-Yellowstone Valley Electric
Cooperative, Inc., and Tongue River Electric Cooperative, Inc.,
for temporary stay of litigation and for additional extension of
the deadline from Jan. 17, to Feb. 3, 2014, to respond to motion
to convert the case to Chapter 7.  The parties agreed to refrain
from taking adverse action against one another until Feb. 3, 2014,
in order to facilitate ongoing settlement discussions among the
parties.

On Feb. 3, 2014, the parties further sought to extend the deadline
and to continue to stay all litigation by filing with the Court
another stipulation.  The parties consented to the Court vacating
without date the Feb. 3, 2014 deadline for all parties to respond
to the conversion motion, and vacating without date the Feb. 25,
2014 hearing set before the Court on that motion in order to
facilitate continuing settlement discussions among the parties
with the understanding that the members may later renotice a new
hearing date and request a new deadline for filing objections to
the conversion motion.  The Court approved the stipulation on
Feb. 4, 2014.  The Court required the parties to file by March 11,
2014, a report on the status of ongoing negotiations and at that
time, if the matter is not resolved, request a deadline to respond
to the pending conversion motion.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.


MONTANA ELECTRIC: Hearing on Plan Outline Continued Until May 20
----------------------------------------------------------------
The Bankruptcy Court continued until May 20, 2014, at 9:00 a.m.,
the hearing on the adequacy of the Disclosure Statement explaining
the Chapter 11 Plan for Southern Montana Electric Generation and
Transmission Cooperative, Inc.  The hearing was previously
scheduled for April 15.

Two plans are currently on file with the Court:

     -- On one side is the liquidating plan filed by
        Beartooth Electric Cooperative, Inc., Fergus Electric
        Cooperative, Inc., Mid-Yellowstone Electric Cooperative,
        Inc. and Tongue River Electric Cooperative, Inc., each
        a member cooperative in the Debtor.  The Member
        Cooperatives on Dec. 31 filed the Second Amended
        Disclosure Statement for Member Cooperatives' Plan of
        Liquidation for Southern Montana Electric Generation
        and Transmission Cooperative, Inc.

     -- On the other is the Plan of Reorganization for the
        Cooperative filed Dec. 17, by The Prudential Insurance
        Company of America, Universal Prudential Arizona
        Reinsurance Company, Prudential Investment Management,
        Inc. as successor in interest to Forethought Life
        Insurance Company, and Modern Woodmen of America.

The Troubled Company Reporter on March 11, 2014, published a
summary of the competing plans.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.


MONTANA ELECTRIC: Ch.11 Trustee's Bid to Value Security Vacated
---------------------------------------------------------------
The Bankruptcy Court approved a stipulation between Southern
Montana Electric Generation and Transmission Cooperative, Inc.,
and secured creditors vacating the motion of Lee A. Freeman, the
Chapter 11 trustee, for valuation of security.

The Court also ordered that the hearing on the Chapter 11
trustee's motion, scheduled for April 15, 2014, is vacated and
continued without date.

The Chapter 11 trustee had asked the Court to determine the value
of the claim secured by a lien on property of the Debtor's estate.

The secured creditors commonly referenced as the Noteholders
consist of The Prudential Insurance Company of America, Universal
Prudential Arizona Reinsurance Company, Prudential Investment
Management, Inc. as successor-in-interest to Forethought Life
Insurance Company, and Modern Woodmen of America.

The parties agree that in the event that the Debtor's plan is not
confirmed, the parties reserve the right to notify the Court to
request the re-setting of a hearing on the motion.

The basis for the stipulation is that, in light of the agreement
in principal reached between the Debtor and the Noteholders for
the treatment of the allowed secured claim of the Noteholders
within a Debtor plan of reorganization (to be filed), a hearing on
the motion is not necessary at this time.

As reported in the Troubled Company Reporter on July 19, 2013,
U.S. Bank National Association, as indenture trustee under the
Indenture of Mortgage, Security Agreement and Financing Statement
dated as of Feb. 26, 2010, requested that the Court reject the
request filed by the Chapter 11 trustee seeking valuation of the
collateral.  U.S. Bank also joined in the objection of The
Prudential Insurance Company of America, Universal Prudential
Arizona Reinsurance Company, Prudential Investment Management,
Inc. as successor-in-interest to Forethought Life Insurance
Company and Modern Woodmen of America to the Chapter 11 trustee's
motion for valuation.

Joshua I. Campbell, Esq., at Jardine, Stephenson, Blewett &
Weaver, P.C., represents the indenture trustee as counsel.

U.S. Bank, as Indenture Trustee, and certain holders consisting of
Prudential Insurance Company of America, Universal Prudential
Arizona Reinsurance Company, Prudential Investment Management as
successor in interest to Forethought Life Insurance Company, and
Modern Woodmen of America, filed a claim (Claim No. 69) allegedly
secured by collateral valued at $5,600,000.  In support of the
value, U.S. Bank submitted expert reports.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.

Fergus and Beartooth Electric Cooperative, Inc., have asked the
Court to convert SME's Chapter 11 case to one under Chapter 7 of
the U.S. Bankruptcy Code.

Two plans are currently on file with the Court:

     -- On one side is the liquidating plan filed by
        Beartooth Electric Cooperative, Inc., Fergus Electric
        Cooperative, Inc., Mid-Yellowstone Electric Cooperative,
        Inc. and Tongue River Electric Cooperative, Inc., each
        a member cooperative in the Debtor.  The Member
        Cooperatives on Dec. 31 filed the Second Amended
        Disclosure Statement for Member Cooperatives' Plan of
        Liquidation for Southern Montana Electric Generation
        and Transmission Cooperative, Inc.

     -- On the other is the Plan of Reorganization for the
        Cooperative filed Dec. 17, by The Prudential Insurance
        Company of America, Universal Prudential Arizona
        Reinsurance Company, Prudential Investment Management,
        Inc. as successor in interest to Forethought Life
        Insurance Company, and Modern Woodmen of America.

The Member Cooperatives' Plan provides for the prompt and complete
liquidation and dissolution of the Debtor.  A Liquidating Agent
will be appointed to manage the Debtor's liquidation; Highwood
Generating Station and other collateral is surrendered to the
primary secured creditors, the Noteholders; the Members' All-
Requirements Contracts with Debtor are rejected and terminated;
and, the Debtor's power contract with Western Area Power
Administration is assigned in agreed allocated shares to the
participating Members.  A copy of the Second Amended Disclosure
Statement explaining the Members' Plan is available at no extra
charge at:

     http://bankrupt.com/misc/SOUTHERNMONTANA2ds.pdf

The Noteholders' Plan provides for the continued operation of the
Debtor.  The Plan retains for the benefit of the Estate (and
improves upon) the terms of a negotiated settlement between the
Noteholders and the Chapter 11 Trustee which resolves the issue of
the value of the Noteholders' collateral and under which the
Noteholders' current claim for a $46 million "make-whole amount"
is waived.  A copy of the Disclosure Statement explaining the
Noteholders' Plan is available at no extra charge at:

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

The Member Cooperatives and their counsel are: Tongue River
Electric Cooperative, Inc., represented by Jeffery A. Hunnes,
Esq., at Guthals, Hunnes & Reuss, P.C.; Mid-Yellowstone Electric
Cooperative, Inc., represented by Gary Ryder, Esq.; Fergus
Electric Cooperative, Inc., represented by John Paul, Esq., at Law
Office Of John P. Paul, PLLC, and Robert K. Baldwin, Esq., and
Trent M. Gardner, Esq., at Goetz, Baldwin & Geddes, P.C.; and
Beartooth Electric Cooperative, Inc., represented Laurence R.
Martin, Esq., and Martin S. Smith, Esq., at Felt, Martin, Frazier
& Weldon, P.C.

Counsel for the Noteholders are: Steven M. Johnson, Esq., at
Church, Harris, Johnson & Williams, P.C., and Jonathan B. Alter,
Esq., and Steven Wilamowsky, Esq., at Bingham McCutchen LLP.


MOONLIGHT APARTMENTS: Has Final Nod to Use Cash Collateral
----------------------------------------------------------
The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas entered a final order authorizing Moonlight
Apartments, LLC, to use cash collateral and designating the case
as a single asset real estate case.

Management company GreyStar may use Cash Collateral to pay pre-
petition ordinary course obligations and expenses incurred in the
operation of the apartment complex in Gardner, Kansas, including
reasonable management and receiver fees.  The operating accounts
of the Real Property and any debtor-in-possession accounts that
Debtor may open will be at Landmark National Bank and the account
will be designated debtor-in-possession accounts.

First Capital Corporation will (i) have a replacement security
interest and liens in the same type of assets acquired post-
petition by Debtor to the same extent that First Capital held a
valid security interest prior to the filing date up to the amount
of the Debtor's debt to First Capital; (ii) be entitled to a super
priority administrative claim for any diminution in its collateral
position from the Petition Date; and (iii) receive a  $92,000
monthly adequate protection payment to be paid by 15th day of each
month.

If First Capital is not paid in full, or such other amount as
First Capital agrees, within 120 days of the Petition Date, then
on the 121st day (May 29, 2014), (i) First Capital will have
relief from the automatic stay to complete the foreclosure sale by
the Sheriff of Johnson County, Kansas; (ii) Debtor and its
principals won't oppose, and are prohibited from opposing, the
completion of the foreclosure sale; (iii) the Debtor will
reasonably cooperate with First Capital and the successful
purchaser of the collateral with respect to any ownership
transition issues that may result from the foreclosure sale; and
(iv) all remaining cash collateral will be immediately surrendered
to First Capital and relief from the automatic stay will be
granted so that the same may be applied to the pre-petition
indebtedness and used in the continued operation of the Real
Property and Complex.

On Feb. 13, 2014, the Debtor asked the Court to extend the
deadline for the Debtors to file its schedules of assets and
liabilities.  The motion was granted on Feb. 18, 2014.  After the
Debtor filed its summary of schedules of assets and liabilities on
Feb. 24, 2014, the Debtor filed a second motion seeking further
extension of the deadline to file schedules on the same date.  The
Court granted the second motion on Feb. 25, 2014.  The Court
entered on Feb. 25 an order to correct defective pleadings,
stating that, among other things, the Chapter 11 plan and the
disclosure statement are due by May 28, 2014.  The Court ordered
that these documents need to be filed: Corporate Ownership, Equity
Security Holders List and Matrix and Verification.  The Clerk of
the Court will take no further action and no hearing will be
scheduled "until the filer corrects the deficiency within 14 days
of the date hereof."

The Sec. 341 meeting was rescheduled on March 21, 2014, at
11:00 a.m.

                  About Moonlight Apartments, LLC

Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28,
2014.  The Overland Park, Kansas-based company disclosed
$28,631,756 in assets and $26,125,713 in liabilities as of the
Chapter 11 filing.

The Debtor is represented by attorneys at Jochens Law Office,
Inc., in Kansas City.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 28, 2014.

No committee of creditors or equity security holders has been
appointed in this case.


MOONLIGHT APARTMENTS: First Capital's Plea to Modify Stay Okayed
----------------------------------------------------------------
The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas entered an agreed order on April 1, 2014,
modifying, at the behest of First Capital Corporation, the
automatic stay with respect to property owned by a non-debtor in
the Chapter 11 case of Moonlight Apartments, LLC.  The Debtor
consented to First Capital's motion.

First Capital is allowed to take steps necessary for it to enforce
its rights under applicable non-bankruptcy law with respect to
certain real property in Edgerton, Kansas, in the State Court
Action, including the foreclosure of its liens and interests in
the real property, provided that First Capital won't conduct any
foreclosure sale in the State Court Action until after the
sherriff's sale related to the real property consisting of multi-
family residential property in Gardner is confirmed in the State
Court Action.  First Capital won't have relief from the automatic
stay to confirm that sale until after May 28, 2014.

Prior to the Petition Date, First Capital's predecessor Citizens
Bank, N.A., loaned money to the Debtor with respect to the
construction of the apartment complex on the Real Property
pursuant to the terms and conditions of various loan agreements
and documents.  The loans were secured, in part, by both the
Real Property, property incidental thereto, as well as the rents
generated from the apartment complex.  In addition to the property
owned by the Debtor, Kings Gates Investments, LLC, pledged the
Edgerton Property, which is made up of raw ground, to secure the
loans. On Nov. 27, 2012, Citizens initiated a lawsuit against
Debtor and other non-debtor parties by filing its Verified
Petition in the District Court of Johnson County, Kansas.
Citizens initiated the State Court Action on account of the
Debtor's uncured defaults under the Loan Documents, including the
maturity of the underlying loans, and sought, among other things,
to foreclose on the Edgerton Property.

The petition in the State Court Action was amended to include
defendants Timothy Gates and Agnes Gates Realty, Inc., fka Agnes
Gates Realty, P.A., who asserted an interest in the Edgerton
Property.  As the State Court Action proceeded towards trial,
Citizens and Debtor entered into settlement negotiations and
ultimately consummated a settlement.  As part of that settlement,
the Debtor, Kings Gate, and their respective principals agreed to
the entry of a stipulated judgment, which would be stayed while
the Debtor attempted to complete refinancing.  The settlement also
provided that if certain benchmarks were not reached, then
Citizens may proceed forward with the foreclosure of the Edgerton
Property.  The Gates Defendants were not a party to the Stipulated
Judgment and the foreclosure of the Edgerton Real Property also
remained subject to the determination of the Gates Defendants'
interests.  On Aug. 19, 2013, the State Court entered the
stipulated journal entry of judgment, which established that any
interest the Debtor had was subordinate and inferior to First
Capital as well as providing for the foreclosure of the Edgerton
Property subject to the determination of the Gates Defendants'
interests in the same.

The various benchmarks were extended on two occasions to provide
the Debtor additional time to complete its refinancing.  The last
extension expired on Oct. 31, 2013.  Shortly thereafter and as
contemplated by the settlement, Citizens commenced sale
proceedings in the State Court Action.

Citizens merged with Landmark National Bank.  The Debtor's loan,
including all notes, mortgages, assignment of rents, judgments,
and settlement agreements were assigned to First Capital as part
of the merger transaction.

The Gates Defendants have conceded that their interests are
inferior to First Capital's liens in the Edgerton Property.
Accordingly, the foreclosure of the Edgerton Property may now
proceed.  Out of an abundance of caution, however, First Capital
requested to eliminate any doubt that the automatic stay would
prevent the same.

First Capital is represented by:

      Eric L. Johnson, Esq.
      Spencer Fane Britt & Browne LLP
      1000 Walnut, Suite 1400
      Kansas City, Missouri 64106-2140
      Tel: (816) 474-8100
      Fax: (816) 474-3216
      E-mail: ejohnson@spencerfane.com

                  About Moonlight Apartments, LLC

Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28,
2014.  The Overland Park, Kansas-based company disclosed
$28,631,756 in assets and $26,125,713 in liabilities as of the
Chapter 11 filing.

The Debtor is represented by attorneys at Jochens Law Office,
Inc., in Kansas City.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 28, 2014.

No committee of creditors or equity security holders has been
appointed in this case.


MSC HOLDINGS: Moody's Assigns B2 CFR & Rates $225MM Debt B3
-----------------------------------------------------------
Moody's Investors Service assigned MSC Holdings, Inc. a B2
Corporate Family Rating, B2-PD Probability of Default Rating, and
B3 rating on the proposed $225 million first lien term loan. The
rating outlook is stable. The B2 Corporate Family Rating considers
MSC's aggressive balance sheet management, limited cash flow
generation, geographic concentration, and relatively small revenue
base.

The proceeds from the proposed $225 million first lien term loan
will be used to pay down its outstanding ABL balance, repay
Subordinated Seller Notes and pay earn-outs related to prior
acquisitions.

This is the first time Moody's has rated MSC Holdings, Inc. and
the following ratings were assigned:

  Corporate Family Rating, assigned B2;

  Probability of Default Rating, assigned B2-PD;

  Proposed $225 million First Lien Term Loan, due 2021, assigned
  B3 (LGD4, 66%)

Ratings Rationale

The B2 Corporate Family Rating takes into consideration MSC's
aggressive balance sheet management which has resulted in a high
pro forma debt leverage of 5x. Moreover, the rating is pressured
by MSC's acquisitive nature and the company's strategy to finance
acquisitions with debt which is expected to keep debt leverage
elevated over the next 12-18 months. The rating also considers the
need to implement operational improvements, breakeven or negative
free cash flow generation, as well as limited size and scale.

At the same time, the B2 Corporate Family Rating benefits from
decent interest coverage (EBITDA-CAPEX/Interest expense) of close
to 4x. Further, end market demand, especially in the new
residential construction segment which represents about 40% of
revenues, provides support for the B2 rating. Additionally, price
advantage over big box stores and potential for private label
products growth are expected to benefit the company's financial
performance.

The stable outlook reflects Moody's view that the company's credit
metrics continue to improve over the next 12-18 months.

The ratings could be downgraded or outlook changed to negative if
MSC's debt leverage increases above 5.5x on a sustained basis,
EBITDA margins decline, and/or the company's liquidity profile
deteriorates.

The ratings could be upgraded or outlook changed to positive if
the company expands its size and scale, improves credit metrics
considerably (including debt/EBITDA below 4x), and generates
positive free cash flow.

MSC Holdings, Inc. is headquartered in Fort Worth, Texas, and is a
distributor of plumbing and HVAC products to professional
contractors in residential construction, non-residential
construction, and municipal end markets. The company was acquired
by funds affiliated with Advent International Corporation
("Advent") in November 2011. Pro forma revenues for 2013 are
estimated to be $937 million.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 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.


MT. LAUREL LODGING: Says Bank Suit v. Owner Should Be Barred
------------------------------------------------------------
Mt. Laurel Lodging Associates, LLP, filed an adversary proceeding
against The National Republic Bank of Chicago, requesting for an
extension of the automatic stay in the Debtor's chapter 11 case
for the benefit of Bharat Patel or; alternatively, enjoining NRB
from continuing to litigate its claims against the owner Bharat
Patel pending in the U.S. District Court for the Northern District
of Illinois.

The Debtor argues that (a) NRB's continuation of its claims
against Bharat Patel will impair the Court's jurisdiction over the
Chapter 11 case; (b) the Debtor has a reasonable likelihood of
successfully reorganizing; and (c) granting a temporary injunction
precluding NRB from continuing to pursue its claims against Bharat
Patel will serve the public interest.

                    About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4,
2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.).  The case is
assigned to Judge Robyn L. Moberly.  The petition lists the
assets and debt as both exceeding $10 million on the Mount Laurel
property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.

The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in
Lawrenceville, New Jersey.


MT. LAUREL LODGING: Court Says Hilton Garden Worth $19,600,000
--------------------------------------------------------------
Bankruptcy Judge Robyn L. Moberly determined that the value of Mt.
Laurel Lodging's hotel -- a Hilton Garden Inn in Mount Laurel, New
Jersey -- is $19,600,000.

The Debtor has moved the Court for a hearing to determine the
value of the secured claim of The National Republic Bank of
Chicago, primary lender.

NRB has filed a secured claim in the amount of $22,794,584.

Bharat Patel, the Debtor's general partner and 50% owner,
testified that the hotel was worth "at most" $19,000,000.

As reported in Troubled Company Reporter on Jan. 15, 2014, the
Debtor has said NRB erroneously alleged that the Debtor cannot
confirm a plan over its objection and the Court must not value the
Debtor's hotel until the plan confirmation hearing.  According to
the Debtor, determining whether it can confirm a plan over NRB's
objection is premature at this stage of the case and irrelevant to
the Debtor's request to value NRB's secured claim.

NRB objected the Debtor's motion for valuation of claim, stating
that, among other things:

   A. it is extremely unlikely the Debtor will treat NRB as
      "undersecured;"

   B. the Debtor must be required to file a plan setting forth
      the Debtor's proposed value for the collateral; and

   C. collateral valuation should occur at the time of
      confirmation of a plan and the valuation process must
      not commence until a plan has been filed.

The bank had said the Debtor must be required to file its proposed
plan by Jan. 10, 2014, and the plan must indicate the Debtor's
position on the value of NRB's collateral, and whether the Debtor
intends to treat NRB as an undersecured or fully secured creditor.

Prior to the petition date, the Debtor obtained a loan from NRB on
Oct. 25, 2007, in the original principal amount of $15 million to
build the Hotel.  From January 2009 through October 2011, the Loan
Documents were amended six times.  The Loan matured on Oct. 23,
2013.

                    About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4,
2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.).  The case is
assigned to Judge Robyn L. Moberly.  The petition lists the
assets and debt as both exceeding $10 million on the Mount Laurel
property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.

The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in
Lawrenceville, New Jersey.


NAVISTAR INTERNATIONAL: Carl Icahn Stake at 17.6% as of April 15
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Carl C. Icahn and his affiliates disclosed
that as of April 15, 2014, they beneficially owned 14,337,524
shares of common stock of Navistar International Corporation
representing 17.64 percent of the shares outstanding.  The
reporting persons previously owned 13,309,735 common shares at
July 19, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/vbGbB3

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013, a net
loss attributable to the Company of $3.01 billion for the year
ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion
in total assets, $11.91 billion in total liabilities and a $3.60
billion total stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEWLEAD HOLDINGS: MGP Asks 700,000 Additional Settlement Shares
---------------------------------------------------------------
MG Partners Limited requested 700,000 additional settlement shares
pursuant to the terms of a settlement agreement approved by the
Supreme Court of the State of New York, Newlead Holdings disclosed
in a regulatory filing with the U.S. Securities and Exchange
Commission.  Following the issuance of the above amount, Newlead
Holdings will have approximately 19,443,194 shares outstanding,
which outstanding amount includes recent share issuances related
to partial exercises of outstanding warrants and partial
conversions of outstanding preferred stock.

On Dec. 2, 2013, the Supreme Court of the State of New York,
County of New York, entered an order approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement among
NewLead Holdings Ltd., Hanover Holdings I, LLC, and MG Partners
Limited, in the matter entitled Hanover Holdings I, LLC v. NewLead
Holdings Ltd., Case No. 160776/2013.  Hanover commenced the Action
against the Company on Nov. 19, 2013, to recover an aggregate of
$44,822,523 of past-due indebtedness of the Company, which Hanover
had purchased from certain creditors of the Company pursuant to
the terms of separate purchase agreements between Hanover and each
of those creditors, plus fees and costs.  The Order provides for
the full and final settlement of the Claim and the Action.  The
Settlement Agreement became effective and binding upon the
Company, Hanover and MGP upon execution of the Order by the Court
on Dec. 2, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 175,000 shares of the Company's common
stock, $0.01 par value.

Between Jan. 3, 2014, and April 8, 2014, the Company issued and
delivered to MGP an aggregate of 6,410,000 (adjusted to give
effect to a 1 for 10 reverse stock split effective March 6, 2014)
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

A full-text copy of the Form 6-K report is available for free at:

                        http://is.gd/CUlQzv

                      About NewLead Holdings

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

Newlead Holdings incurred a net loss of $403.92 million on $8.92
million of operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $290.39 million on $12.22 million of
operating revenues for the year ended Dec. 31, 2011.  The Company
incurred a net loss of $86.34 million on $17.43 million of
operating revenues in 2010.

As of June 30, 2013, the Company had $84.27 million in total
assets, $166.18 million in total liabilities and a $81.91 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NORTEL NETWORKS: Commissioner Okayed to Oversee Evidence-Taking
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Nortel Networks Inc., et al., to, among other things:

   a. issue a letter of request;

   b. direct the submission of Hague Convention application to
      permit Philippe Albert-Lebrun to give written evidence
      for trial;

   c. appoint Alexander B. Blumrosen, pending the approval of
      the Ministere de la Justice, as the commissioner to
      oversee the taking of evidence in connection with the
      action;

   d. provide for the U.S. Bankruptcy Court to sign the letter
      of request and affix the Bankruptcy Court's seal over
      the signature in the Letter of Request; and

   e. require that the Clerk of the Bankruptcy Court return
      the original, signed Letter of Request and order to
      John T. Dorsey and Jaime Luton Chapman of Young Conaway
      Stargatt & Taylor, LLP, who will request the Commissioner
      to file the documents, along with corresponding French
      translations, with the Ministere de la Justice, Direction
      des Affaires.

The court-appointed administrator and authorized foreign
representatives of Nortel Networks UK Limited and certain
affiliates located in the region known as EMEA (Europe, Middle
East, and Africa) in proceedings under the insolvency Act 1986
pending before the High Court of Justice of England and Wales
requested for the relief pursuant to 28 U.S.C. Section 1781 and
Article 17 of the Hague Convention.

The movants related that the EMEA Debtors and U.K. Pension
Claimants subsequently settled the EMEA Claims and U.K. Pension
Claims against the U.S. Debtors.  As a result, the EMEA Claims and
U.K. Pension Claims are no longer before the Court, but remain
before the Canadian Court.

On March 31, 2014, in accordance with the Joint Trial Protocol,
the Joint Administrators disclosed to all parties that they
expected to submit an affidavit from Philippe Albert-Lebrun, a
former Nortel employee, regarding evidence material to the
Allocation Dispute.

Mr. Albert-Lebrun is a French national, residing in France, who
has been willing at all times to provide evidence voluntarily in
the matter.  He was deposed in the case on Nov. 21 and 22, 2013.
Prior to his deposition, the Joint Administrators were advised
that French law prohibits French nationals from giving evidence to
be used in foreign proceedings unless that evidence is obtained
through the Hague Convention and a French Commissioner is
appointed to oversee the taking of evidence.  The Joint
Administrators were further advised that the prohibition applied
even if a French national consented to give evidence on a
voluntary basis.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NUMERICABLE GROUP: Junk Bond Offering Could Raise $11.6BB
---------------------------------------------------------
Ben Edwards and Katy Burne, writing for The Wall Street Journal,
reported that a French cable operator is preparing what could be
the largest junk-bond sale in history -- a sign of investors'
ravenous appetite for risk in an era of low rates and a mark of
the profound shift in bond financing on a continent that had long
borrowed heavily from its banks.

According to the report, bankers working on the deal say
Numericable Group SA was expected to raise the equivalent of
EUR8.4 billion ($11.6 billion) from the bond sale, about EUR2
billion more than initially planned.

The Numericable deal would clobber the current record junk-bond
sale, the $6.5 billion issue last year by U.S. telecommunications
provider Sprint Corp., the report related.  So big is the
Numericable offering that it was being parceled into several
chunks and issued in both dollars and euros. According to a banker
working on the deal, the chunks will yield between about 5% and
6.5%.

The deal size is plumped by a confluence of factors: Interest
rates globally -- and especially in Europe -- are historically low
for bond buyers, the report further related.  Some risky parts of
the market are unusually calm. And revived merger activity means
companies need cash to finance takeovers.

The cash from the Numericable bond sale is being used by its
parent, Luxembourg-based Altice SA, to fund Altice's EUR17 billion
acquisition of Vivendi SA's telecom business, SFR, the report
said.  Junk-rated Altice also is seeking to raise about EUR4
billion from an eight-year bond this week as part of the same
purchase.

                           *     *     *

The Troubled Company Reporter, on April 16, 2014, reported that
Standard & Poor's Ratings Services said that it affirmed its 'B+'
long-term corporate credit ratings on France-based cable operator
Numericable Group S.A. and its subsidiaries Ypso Holding Sarl and
Altice B2B Sarl.  The outlook is stable.


NUVILEX INC: Amends $27-Mil. Purchase Agreement with Lincoln Park
-----------------------------------------------------------------
Nuvilex, Inc., and Lincoln Park Capital Fund, LLC, entered into a
letter agreement amending the terms of the Purchase Agreement and
the Registration Rights Agreement to provide an additional 90 days
for the Company to file a Registration Statement with the
Securities and Exchange Commission regarding the resale of the
Common Stock which may be sold to Lincoln Park pursuant to the
Purchase Agreement.  Except as provided in the letter agreement,
the Purchase Agreement and Registration Rights Agreement continue
in full force and effect as originally entered into by the
parties.

On Feb. 14, 2014, Nuvilex entered into a $27,000,000 purchase
agreement and a registration rights agreement with Lincoln Park
pursuant to which the Company has the right to sell to Lincoln
Park up to $27,000,000 in shares of its common stock, subject to
certain limitations.

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.

Nuvilex incurred a net loss of $1.59 million on $12,160 of product
sales for the 12 months ended April 30, 2013, as compared with a
net loss of $1.89 million on $66,558 of total revenue during the
prior year.

The Company's balance sheet at Oct. 31, 2013, showed $4.59 million
in total assets, $990,967 in total liabilities and $3.60 million
in total stockholders' equity.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.


OCEAN 4460: May 14 Hearing on Comerica's Motion to Value Claim
--------------------------------------------------------------
The Bankruptcy Court continued until May 14, 2014, at 9:30 a.m.,
the hearing to consider (i) the motion to value and determine
secured status of lien on real property filed by creditor Comerica
Bank; (ii) the response filed by Chapter 11 trustee Maria Yip for
Ocean 4660, LLC, doing business as Lauderdale Beachside Hotel;
(iii) the miscellaneous motion filed by creditors El Mar
Associates Inc., and Oceanside Lauderdale.

Secured creditor Comerica Bank asked the Bankruptcy Court to (i)
allow its $2,248,646 secured claim; (ii) authorize and direct the
Chapter 11 trustee to pay the claim.

On Dec. 3, 2013, the Debtor's hotel property was sold at a court-
approved Section 363 sale to a third party bidder for $17,000,000.
On Dec. 12, the Court approved the sale and authorizing an initial
distribution of sale proceeds in the amount of $11,941,376.
Comerica related that on Feb. 24, 2014, the trustee filed a Plan
of Reorganization seeking to distribute the remaining proceeds
from the sale of assets, presently estimated at $3,365,000.
Comerica asserted that the Debtor's total indebtedness secured
exceeded $15 million.

In a separate filing, Comerica responded to the Chapter 11
trustee's motion to determine amount of its claim; and the cross-
motion of creditors El Mar Associates, Inc., Oceanside Lauderdale,
Inc. and Kenneth A. Frank, stating that its counsel Joaquin J.
Alemany, Esq., at Holland & Knight LLP, was unable to locate a
single case supporting the trustee's and El Mar's view that the
hotel must be valued as of the petition date as opposed to the
sale date.

El Mar et al. stated that Comerica's secured claim must be limited
to the value of the Debtor's assets as of the commencement of the
case, a value less than $13.2 million, subject to superior
interests and costs of disposition.  Comerica must, at least,
share pro rata with the unsecured creditors in the administrative
expenses sought in this case, which will exceed $1 million.

On March 28, 2014, the Chapter 11 trustee said that -- even if the
Court agrees that Comerica is over-secured and thus entitled to
all of its postpetition interest, default interest, attorney's
fees and costs -- the Court should determine whether to apply the
equity exception contained in Section 552(b)(1) of the Bankruptcy
Code to charge Comerica's secured claim with the considerable
costs of creating value in the case for its benefit.

         Ch.11 Trustee Wants Disclosure Statement Waived

On Feb. 24, 2014, the Chapter 11 Trustee asked the Bankruptcy
Court to waive the requirement to file a disclosure statement
explaining the Plan of Reorganization.  Contemporaneously with the
motion, the Chapter 11 trustee filed a Plan that provides adequate
information for creditors to determine their rights.

The Chapter 11 trustee said that, with the sale of substantially
all of the estate's assets, there are no remaining business
operations of the Debtor's estate.  The only remaining matters to
accomplish in the case are reconciling claims and disbursing the
approximately $3,600,000 in remaining proceeds in accordance with
the priority scheme set forth in the Bankruptcy Code.

According to the Chapter 11 trustee, adding another layer of
administrative expenses to the case is unnecessary, and not in the
best interests of the Debtor's estate.  There is no need to incur
the time and expense of preparing and seeking approval of a
disclosure statement where all interested parties are intimately
familiar with the background of the Debtor and the case.

                         About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


ODYSSEY PICTURES: Former Auditor's PCAOB Certification Revoked
--------------------------------------------------------------
In an amended Form 8-K filed with the U.S. Securities and Exchange
Commission, Odyssey Pictures Corporation disclosed that Mr.
Patrick Rodgers, CPA, the Company's prior auditor, had his
certification with the Public Company Accounting Oversight Board
revoked for reasons unrelated to the Company.  Because Mr. Patrick
Rodgers is no longer registered with the PCAOB, his consent may no
longer be included in the Company's filings and it will be
necessary to have the Company's previous years financial
statements re-audited by a firm registered with the PCAOB.

On Feb. 19, 2014, Odyssey Pictures accepted the resignation of Mr.
Rodgers from his engagement to be the independent certifying
accountant for the Company.  The Company engaged Mr. Terry L.
Johnson, CPA, to act as the Company's independent registered
public accountant beginning immediately and, specifically, to
complete the year-end audit for fiscal year 2012 and 2013.

                           About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  The
Company's ongoing operations have consisted of the sale of these
branding and image design products, increasing media inventory,
productions in progress and development of IPTV Technology and
related services.

The Company reported net income to the Company of $34,775 for the
year ended June 30, 2012, compared with net income to the Company
of $60,400 during the prior fiscal year.  The Company's balance
sheet at March 31, 2013, showed $1.49 million in total assets,
$4.05 million in total liabilities and a $2.55 million total
stockholders' deficiency.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2012.  The independent
auditors noted that the Company may not have adequate readily
available resources to fund operations through June 30, 2013,
which raises substantial doubt about the Company's ability to
continue as a going concern.


OUTLAW RIDGE: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor affiliates that filed for Chapter 11 bankruptcy petitions:

       Debtor                                Case No.
       ------                                --------
       Outlaw Ridge, Inc.                    14-04400
       PO Box 9025
       Spring Hill, FL 34604

       Outlaw Ridge, LLC                     14-04401

       PO Box 9025
       Spring Hill, FL 34604

Type of Business: OR Inc. operates a sand and lime rock mine in
                  Pasco County, Florida.  OR LLC owns several
                  parcels of property in Pasco County that is
                  holding for residential development.

Chapter 11 Petition Date: April 21, 2014

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

Debtors' Counsel: Adam L Alpert, Esq.
                  BUSH ROSS P.A.
                  Post Office Box 3913
                  Tampa, FL 33601-3913
                  Tel: 813-224-9255
                  Fax: 813-223-9620
                  Email: aalpert@bushross.com

                                Total      Total
                               Assets    Liabilities
                              ---------  -----------
Outlaw Ridge, LLC              $1.36MM     $2.97MM
Outlaw Ridge, Inc.            $15.41MM     $4.21MM

The petitions were signed by John M. Dalfino, manager.

Outlaw Ridge, LLC, listed Cadence Bank, N.A., at 4350 W Cypress
St., Suite 702, Tampa FL, as its largest unsecured creditor
holding a claim of $2,969,973.

List of Outlaw Ridge, Inc.'s seven Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Steven and Jennifer Carroll                           $458,382
15750 Mahoney Drive
Spring Hill FL 34610

Joseph and Kimberly Vowell                            $449,421
15818 Mahoney Drive
Spring Hill FL 34610

Casey Joseph-Hart and                                 $306,988
Kimberly D. Vowell
15818 Mahoney Drive
Spring Hill FL 34610

Florida Department of Revenue                         $24,699

Withlacoochee River                                   $0
Electric Cooperative, Inc.

Sam's Club Credit                                     $0

Creative Environmental Solutions, Inc.                $0


QUEEN ELIZABETH: To Enter Into Mediation on Disputed Matters
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has directed Queen Elizabeth Realty Corp., to undergo mediation in
connection with a matrimonial action, captioned Wu v. Wu,
commenced in the State Court in 2009.

On Jan. 15, Bryan Cave LLP, on behalf of Dean K. Fong, Esq., as
receiver of the property of Phillip Wu, said in a limited
objection that in order to address the issues raised in the motion
in the most cost-effective manner for the Debtor, its estate, and
its creditors, all interested parties must enter into mediation.

The Debtor commenced the adversary proceeding captioned Queen
Elizabeth Realty Corp. v. Dean K. Fong, Esq., as receiver of the
Property of Phillip Wu, Phillip Wu (Individually) and Margaret Wu
(Individually), on July 17, 2013.

Under the matrimonial action, Margaret Wu is the plaintiff and
Phillip Wu is the defendant, and Dean K. Fong, Esq., was appointed
receiver under an appointment order dated May 11, 2010, and
amended on May 24, 2010, of the Supreme Court of the State of New
York for New York County.

Subsequently, Margaret Wu and the receiver filed motions to
dismiss the case, and the Debtor and Shanghai Commercial Bank Ltd.
filed responses.  On Oct. 31, 2013, at a hearing on various
motions, the Court, among other things, (i) denied the motions to
dismiss the case, (ii) directed the receiver to submit an
accounting, and (iii) placed the adversary proceeding in
administrative suspense until further disposition of the Court.

At a status conference held on Jan. 30, 2014, the Debtor and the
receiver expressed interest in exploring the possibility of
settlement or resolution of the adversary proceeding, the
matrimonial action, the POC objection, the trustee appointment
motion, any potential objections to the accounting or any requests
for a surcharge, and any other actions, claims, and issues related
to the foregoing or the case, through a global resolution.

                About Queen Elizabeth Realty Corp.

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.  The petition was signed by
Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's
shares.  Jeffrey Wu and Lewis Wu (brothers of Phillip Wu,
brothers-in-law of Margaret Wu, each own 1/3 of the shares of the
Debtor.


QUICKSILVER RESOURCES: Elects Scott Pinsonnault to Board
--------------------------------------------------------
Scott Pinsonnault has been elected to Quicksilver Resources Inc.'s
board of directors effective April 14, 2014.  Mr. Pinsonnault, 43,
is currently the chief financial officer of Cubic Energy, Inc., in
Dallas, Texas.  He has over 17 years of experience in the energy
sector, including through previously held roles with Deloitte
Financial Advisory Services, SFC Energy Partners, Bridge
Associates, LLC, and UniCredit Bank, A.G.

Mr. Pinsonnault will serve in the class of directors whose terms
expire at the annual meeting of stockholders in 2015.  The Board
also appointed Mr. Pinsonnault to serve as a member of the Audit,
Compensation, Nominating and Corporate Governance and Health,
Safety and Environmental Committees of the Board.  For 2014, Mr.
Pinsonnault is entitled to a pro-rated 2014 annual cash fee of
$79,500 and a grant, effective as of April 14, 2014, of $99,000 of
restricted stock in accordance with the terms of Quicksilver's
Seventh Amended and Restated 2006 Equity Plan.

Mr. Pinsonnault received a Bachelor of Science degree in Geology
from St. Lawrence University in Canton, New York, a Master of
Science degree in Geology from Texas A&M University in College
Station, Texas, and an MBA from Tulane University in New Orleans,
Louisiana.

Mr. Pinsonnault will serve in the class of directors whose terms
will expire at the 2015 Annual Meeting of Stockholders.

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

Quicksilver Resources reported net income of $161.61 million on
$561.56 million of total revenue for the year ended Dec. 31, 2013,
as compared with a net loss of $2.35 billion on $709.03 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2013, shows $1.36 billion
in total assets, $2.37 billion in total liabilities and a $1
billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


RE-170 LLC: Creative Use of Chapter 11 May Result in Dismissal
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although a company named RE-710 developed a creative
business plan to acquire properties in foreclosure, its Chapter 11
filing on March 11 was an abuse of the bankruptcy process,
according to the U.S. Trustee in Tampa, Florida.

Investors in the company bought title to 40 residential properties
being sold at foreclosure by homeowners' associations, the report
related.  Because the associations' liens were subordinate, the
properties remained subject to first mortgages in default.

The theory of the business was to rent the properties until the
mortgage lenders foreclosed, the report further related.  Later,
the investors tried to keep the properties by negotiating with the
lenders on modifying the mortgages.

According to court papers filed by the U.S. trustee, the Justice
Department's bankruptcy watchdog, RE-710 was formed 18 days before
bankruptcy. In the intervening days, titles to the properties were
transferred to RE-710, the report said.  The U.S. Trustee asked
the bankruptcy court in Tampa to dismiss the Chapter 11 case under
the so-called new-debtor syndrome.

The U.S. Trustee said bankruptcy was filed merely to thwart the
legitimate state-law rights of mortgage lenders, the report added.
The bankruptcy court will hold a preliminary hearing on April 2 to
consider the dismissal motion.

The case is In re RE-710 LLC, U.S. Bankruptcy Court, 14-bk-02617,
Middle District Florida (Tampa).


REAL ESTATE ASSOCIATES: Posts $7.9 Million Net Income in 2013
-------------------------------------------------------------
Real Estate Associates Limited VII filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $7.97 million on $0 of revenues for the year ended
Dec. 31, 2013, as compared with net income of $13.01 million on $0
of revenues for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $876,000 in total assets,
$26,000 in total liabilities and $850,000 in total partners'
deficit.

Carter & Company, CPA, LLC, in Destin, Florida, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  Ernst & Young LLP,
in Greenville, South Carolina, the Company's former auditors,
expressed substantial doubt about the Company's ability to
continue as a going concern in their report on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Partnership continues to
generate recurring operating losses.  In addition, notes payable
and related accrued interest totalling $8.09 million are in
default due to non-payment.  These conditions raise substantial
doubt about the Partnership's ability to continue as a going
concern.

Ernst & Young was dismissed as the Company's accounting firm
effective June 2013.

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

                         http://is.gd/7w6zbL

                     About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On Feb. 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.


RESPONSE BIOMEDICAL: Gets 30-Day Extension From Bank
----------------------------------------------------
Response Biomedical Corp. received a 30 day extension from Silicon
Valley Bank to one of the conditions precedent to initial credit
extension required under clause 3.1(h) of the loan agreement by
and between SVB and Response entered into on Feb. 11, 2014, the
"Effective Date".  Clause 3.1(h) of the Loan Agreement required a
landlord's consent in favor of the Bank, with respect to the
Company's current premises, to be obtained by the Company on or
prior to 60 days following the Effective Date.

Response Biomedical has requested that the Bank amend the Loan
Agreement to (i) extend the required delivery date of a landlord
consent in favor of Bank with respect to 1781 West 75th Avenue,
Vancouver, B.C. V6P 6P2 and (ii) make certain other revisions to
the Loan Agreement.

A copy of the First Amendment to Loan Agreement, dated as of
April 14, 2014, by and between Silicon Valley Bank and Response
Biomedical Corp is available for free at http://is.gd/Pb0lDD

                    About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported net loss and comprehensive loss of
$5.99 million on $4.94 million of gross profit on product sales
for the year ended Dec. 31, 2013, as compared with a net loss and
comprehensive loss of $5.28 million on $4.24 million of gross
profit on product sales for the year ended Dec. 31, 2012.  The
Company incurred a net loss and comprehensive loss of $5.37
million in 2011.

As of Dec. 31, 2013, the Company had $14.20 million in total
assets, $15.68 million in total liabilities and a $1.48 million
total shareholders' deficit.


SANUWAVE HEALTH: Has Secondary Offering of 56.7MM Common Shares
---------------------------------------------------------------
SANUWAVE Health, Inc. filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the sale
of up to 56,793,600 shares of the Company's common stock. $0.001
par value by RA Capital Healthcare Fund, L.P., Blackwell Partners,
LLC, Cranshire Capital Master Fund Ltd, et al.  These shares
consist of 6,210,000 outstanding shares of Common Stock,
12,350,000 shares of Common Stock issuable upon conversion of the
Series A Convertible Preferred Stock and 38,233,600 shares of
Common Stock issuable upon the exercise of the warrants.

The Company registered these shares following its March 2014
private placement.  The Company will receive none of the proceeds
from the sale of the shares by the selling stockholders.  The
Company may receive proceeds upon the exercise of outstanding
warrants for shares of Common Stock covered by this prospectus if
the warrants are exercised for cash.  The Company will bear all
expenses of registration incurred in connection with this
offering, but all selling and other expenses incurred by the
selling stockholders will be borne by them.

The Company's Common Stock is quoted on the OTC Bulletin Board
under the symbol SNWV.OB.  The high and low bid prices for shares
of the Company's Common Stock on April 8, 2014, were $0.65 and
$0.63 per share, respectively, based upon bids that represent
prices quoted by broker-dealers on the OTC Bulletin Board.  These
quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions, and may not represent actual
transactions.

A copy of the Form S-1 registration statement is available at:

                        http://is.gd/TVxvjJ

                        About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

SANUWAVE reported a net loss of $11.29 million on $800,029 of
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $6.40 million on $769,217 of revenue in 2012.  The
Company's balance sheet at Dec. 31, 2013, showed $1.58 million
in total assets, $7.71 million in total liabilities and a
$6.12 million total stockholders' deficit.


SOLAR POWER: Incurs $32.2 Million Net Loss in 2013
--------------------------------------------------
Solar Power, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$32.24 million on $42.62 million of total net sales for the year
ended Dec. 31, 2013, as compared with a net loss of $25.42 million
on $99.95 million of total net sales in 2012.

For the three months ended Dec. 31, 2013, the Company reported a
net loss of $18.68 million on $15.37 million of total net sales as
compared with a net loss of $15 million on $13 million of total
net sales for the same period in 2012.

As of Dec. 31, 2013, the Company had $70.96 million in total
assets, $73.83 million in total liabilities and a $2.86 million
total stockholders' deficit.

"The solar market is finally moving out of winter and we are
confident that SPI's positioning in the downstream business is a
right choice," said Charlotte Xi, president, global chief
operating officer and interim chief financial officer.  "We will
continue to focus on our EPC specialties and explore further
business opportunities in solar.  In addition, we believe SPI's
unique balance sheet position will allow us to effectively resolve
the note from Cathay Bank in the near future."

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.

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

                        http://is.gd/N5yqMV

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.


SPANISH BROADCASTING: Reports $88.5 Million Net Loss in 2013
------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $88.56 million on $153.77 million of net revenue for
the year ended Dec. 31, 2013, as compared with a net loss of $1.28
million on $139.52 million of net revenue for the year ended
Dec. 31, 2012.

For the three months ended Dec. 31, 2013, the Company reported a
net loss of $87.16 million on $37.52 million of net revenue as
compared with net income of $2.62 million on $36.93 million of net
revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2013, showed $461.74
million in total assets, $516.19 million in total liabilities and
a $54.44 million total stockholders' deficit.

"We generated improved financial and operating results in the past
year, reflecting our efforts to build our multimedia brands, while
carefully managing our costs," commented Raul Alarcon, Jr.,
Chairman and CEO.  "Our radio revenue growth exceeded the
industry, as we continued to deliver impressive audience shares,
while making further inroads in attracting advertisers to our
platform.  Throughout our history, we have consistently displayed
our expertise in launching new formats and growing and sustaining
top ranked radio station franchises in the nation's largest
Hispanic markets.  At our television operations, we are very
pleased to have recorded profitable results for the year.  We
remain focused on leveraging our diversified media platform to
grow our audience shares and garner a greater share of advertising
budgets across our markets."

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

                        http://is.gd/MpAmYX

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPRINGLEAF FINANCE: Incurs $82.6 Million Net Loss in 2013
---------------------------------------------------------
Springleaf Finance Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $82.64 million on $1.64 billion of interest income for
the year ended Dec. 31, 2013, as compared with a net loss of
$219.06 million on $1.69 billion of interest income in 2012.  The
Company incurred a $244.57 million net loss in 2011.

As of Dec. 31, 2013, the Company had $12.73 billion in total
assets, $11.40 billion in total liabilities and $1.32 billion in
total shareholders' equity.

                           Going Concern

"We intend to repay indebtedness with one or more of the following
activities, among others: finance receivable collections, cash on
hand, additional debt financings (particularly new securitizations
and possible new issuances and/or debt refinancing transactions),
finance receivable portfolio sales, or a combination of the
foregoing.  There can be no assurance that we will be successful
in undertaking any of these activities to support our operations
and repay our obligations."

"However, the actual outcome of one or more of our plans could be
materially different than expected or one or more of our
significant judgments or estimates about the potential effects of
these risks and uncertainties could prove to be materially
incorrect.  In the event of such an occurrence, if third-party
financing is not available, our liquidity could be substantially
and materially affected, and as a result, substantial doubt could
exist about our ability to continue as a going concern."

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

                        http://is.gd/Qty9Uw

                      About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported in the Oct. 17, 2013, edition of the TCR, Moody's
Investors Service upgraded Springleaf Finance Corporation's
corporate family to B3 from Caa1.  Moody's upgrade of Springleaf's
corporate family reflects the company's progress in
strengthening liquidity, improving operating performance, and
reducing leverage.

As reported by the TCR on Sept. 2, 2013, Fitch Ratings has
upgraded the long-term Issuer Default Rating (IDR) of Springleaf
Finance Corporation to 'B-' from 'CCC'.  The rating upgrades
primarily reflect the significant progress made by the company
toward repaying near-term debt and extending its liquidity runway,
combined with improved operating performance, highlighted by the
return to profitability in 2Q13.


SPRINGMORE II: Court OKs Hiring of Smith & Company as Accountant
----------------------------------------------------------------
Springmore II, LLC sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ John Smith of Smith & Company, CPA., A.C. as accountant,
nunc pro tunc to Sep. 1, 2013.

The Court also approved the flat monthly fee for bookkeeping and
payroll services with flat fee payments to begin in October 2013.

The Debtor requires Smith & Company to:

   (a) maintain the Debtor's books and prepare monthly financial
       statements and operating reports;

   (b) prepare and file monthly and quarterly payroll tax returns;

   (c) prepare and file annual income tax and franchise tax
       returns, W-2s and 1099s; and

   (d) other matters as properly required the services of a
       professional accountant in connection with this case and in
       the best interest of the noted parties-in-interest.

The Debtor has agreed to employ Mr. Smith on a monthly basis for
bookkeeping, payroll, monthly financial statement preparation and
monthly and quarterly payroll tax reporting at the rate of $350
per month beginning in January 2014.  The Debtor has agreed to pay
Mr. Smith on an hourly basis going forward for the preparation of
annual tax returns and informational returns and to provide
advisory and bankruptcy litigation support at the hourly rate of
$150 for partners and $75 for support staff.  For work already
performed by Mr. Smith, the Debtor has agreed to pay Mr. Smith
$150 per hour for partners and $75 for support staff.

John Smith 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.

Smith & Company can be reached at:

       John Smith
       SMITH & COMPANY CPA, A.C.
       207 S. Heber
       Beckley, WV 25801
       Tel: (304) 929-4377

                   About Springmore II LLC

Bettye J. Morehead, Brown Edwards & Co., and DBK Investments &
Development Corporation, filed an involuntary petition for Chapter
11 against Wytheville, Virginia-based Springmore II, LLC (Bankr.
S.D. W.Va. Case No. 13-50064) on April 1, 2013.  Judge Ronald G.
Pearson presides over the case.  Joe M. Supple, Esq., at Supple
Law Office, PLLC, in Point Pleasant, West Virginia, represents the
petitioners as counsel.

The Court entered a default order for relief on May 1, 2013.

George L. Lemon, Esq., represents the Debtor as counsel.

The U.S. Trustee has been unable to appoint a committee of
unsecured creditors.


SPRINGMORE II: Court Approves Joe Supple as Co-counsel
------------------------------------------------------
Springmore II, LLC sought and obtained authorization from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Joe Supple as co-counsel.

The Debtor requires Mr. Supple to:

   (a) provide legal advice to the Debtor in the mattes arising in
       the administration of these Chapter 11 proceedings;

   (b) assist the Debtor in formulating a Plan of Reorganization
       including the liquidation of assets to fund the plan and to
       represent the Debtor in efforts to negotiate terms for
       reorganization in the best interest of all creditors and
       parties-in-interest; and

   (c) such other matters as properly require the services of
       counsel in connection with this case and in the best
       interest of the noted parties-in-interest.

The Debtor has agreed to employ Mr. Supple on an hourly basis at
the rate of $250 per hour for attorney services, with paralegal
support being billed at the rate of $75 per hour.

Mr. Supple assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

Mr. Supple can be reached at:

       Mr. Joe M. Supple, Esq.
       SUPPLE LAW OFFICE, PLLC
       801 Viand Street
       Point Pleasant, WV 25550
       Tel: (304) 675-6249

                   About Springmore II LLC

Bettye J. Morehead, Brown Edwards & Co., and DBK Investments &
Development Corporation, filed an involuntary petition for Chapter
11 against Wytheville, Virginia-based Springmore II, LLC (Bankr.
S.D. W.Va. Case No. 13-50064) on April 1, 2013.  Judge Ronald G.
Pearson presides over the case.  Joe M. Supple, Esq., at Supple
Law Office, PLLC, in Point Pleasant, West Virginia, represents the
petitioners as counsel.

The Court entered a default order for relief on May 1, 2013.

George L. Lemon, Esq., represents the Debtor as counsel.

The U.S. Trustee has been unable to appoint a committee of
unsecured creditors.


TELEXFREE LLC: Proposed Kurtzman Carson Hiring Meets Objections
---------------------------------------------------------------
PSYCHE APRIL 22 (04/14, 04/17, 04/18, 04/21, 04/21)
TelexFREE, LLC, and its debtor affiliates' proposed hiring of
Kurtzman Carson Consultants LLC as claims and noticing agent met
objection from Tracy Hope Davis, the U.S. Trustee for Region 17,
because of illegible portions of the Debtors' and the firm's
engagement agreement, while the U.S. Bankruptcy Court for the
District of Nevada expressed concern over KCC's so-called "jumping
the gun" action when it established a website prior to the
Debtors' obtaining Court authority for KCC to do so.

The Debtors filed an employment application to hire KCC as claims
and noticing agent on April 14.  At the hearing on the first day
motions, the Court expressed that "KCC jumped the gun a little
here counsel.  They set up a website and issued a press release as
if I had already entered an order authorizing them to do so.
That's troubling to me.  And I will tell you now just for sake of
making it clear for later, to the extent that those actions were
taken before they were authorized to do so, if they seek
compensation, that will be an issue for them at that time," Edward
M. McDonald, Jr., an employee of the Office of the U.S. Trustee,
related in a declaration.

The U.S. Trustee complained that portions of the copy of the KCC
engagement agreement that was filed are illegible, including the
section concerning limitations on the liability of and
indemnification of KCC.  The U.S. Trustee also complained that the
application, including the fee structure, should not be approved
until the Debtors provide evidence that the proposed fee structure
is competitive and comparable to the rates charged by KCC's
competitors for similar services.

Pursuant to the engagement agreement, KCC will receive a retainer
in the amount of $350,000.  The consulting service rates for KCC
professionals are the following:

   Executive Vice President                         Waived
   Director/Senior Managing Consultant                $175
   Consultant/Senior Consultant                   $70-$160
   Technology/Programming Consultant              $55-$100
   Project Specialist                             $55-$100
   Clerical                                        $30-$50

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

Evan J. Gershbein, vice president of corporate restructuring
services at KCC, assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

                         About 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.


TLC HEALTH: Lease Decision Deadline Extended Through July 14
------------------------------------------------------------
At the behest of TLC Health Network, the U.S. Bankruptcy Court for
the Western District of New York extended until July 14, 2014, the
Debtor's time to assume or reject unexpired leases.

TLC currently leases these premises to deliver health care
services:

         Lakeshore Obstetrics & Gynecology, P.C.
         Derby Professional Park LLC
         MRG Properties, LLC
         Tat Sum Lee, M.D.
         Joseph C. Dolce

According to the Debtor, until it has had a full opportunity to
determine whether the leases will contribute to the realization of
the maximum value for its business, it must necessarily treat the
leases as a potentially valuable assets of the estate.

                     About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TLC HEALTH: Plan Exclusivity Period Extended Until August 13
------------------------------------------------------------
TLC Health Network sought and obtained an extension until
Aug. 13, 2014, of the deadline to file its Chapter 11 plan and
disclosure statement.  The solicitation period is extended until
Oct. 14, 2014.

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.


TLW PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TLW Properties, LLC
        1003 S Lamar
        Oxford, MS 38655

Case No.: 14-11545

Chapter 11 Petition Date: April 21, 2014

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Robert Gambrell, Esq.
                  GAMBRELL & ASSOCIATES, PLLC
                  101 Ricky D Britt Blvd., Suite 3
                  Oxford, MS 38655
                  Tel: 662-281-8800
                  Email: rg@ms-bankruptcy.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Linda T Windham, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/msnb14-11545.pdf


TRIAD GUARANTY: Still Seeks to Use Tax Losses for Reorganizing
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Triad Guaranty Inc., the former owner of mortgage
insurance provider Triad Guaranty Insurance Corp., is still
working on a Chapter 11 plan to preserve tax losses the company
could use if it reorganizes.

According to the report, Triad filed for Chapter 11 protection in
June with assets aside from tax losses limited to $800,000 cash.
The insurance company that it owned had been taken over by
Illinois insurance regulators.

Although the insurance unit is unlikely ever to have value for
Birmingham, Alabama-based Triad, the company intends to use
Chapter 11 to obtain a new investment that could be used to make
acquisitions and allow the use of tax losses to shelter future
income, the report related.

Triad is seeking a second extension of its exclusive right to
propose a Chapter 11 plan, the report further related.  If the
motion is granted at an April 28 hearing, exclusivity will be
pushed back to Sept. 26.

An obstacle to proposing a plan, according to Triad, is a lawsuit
in which the insurance regulator opposes a bar on selling large
blocks of stock, the report said.  If enough stock is sold, the
result could be a technical change of control and loss of the
ability to use tax attributes.

On March 31, Triad's stock sold for about 25 cents in over-the-
counter trading, the Bloomberg report said.

                       About Triad Guaranty

Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor said in court filings that it has no significant
operating activities, and has limited remaining cash and other
assets on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor said that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


VENOCO INC: Warns That Buyout Debt Is Haunting It
-------------------------------------------------
Lisa Allen, writing for The Deal, reported that oil producer
Venoco Inc. is struggling with its debt load of nearly $1 billion
only 18 months after its founder took the company private.

"[T]he increase in our indebtedness resulting from the going
private transaction has made it more difficult for us to comply
with certain covenants in our debt agreements," the Denver-based
company warned in an April 18 regulatory filing, adding that cash
flow from its operations may not be sufficient to repay its debt
when it matures or to support a refinancing effort, the report
related.

Venoco founder and chairman, Timothy Marquez, took his company
private in a $435 million buyout that closed Oct. 3, 2012, the
report recalled.  To make matters worse, the company's geographic
concentration of assets in California exposes it to increased
volatility, the report further related.

According to the report, Fadel Gheit, an energy analyst at
Oppenheimer & Co. Inc. who doesn't cover Venoco but does follow
the oil industry in California, said the Golden State has always
been a challenging home for oil companies.  Gheit cited
California's environmental activism, lack of water (which is
necessary for hydraulic fracturing), and large population of
residents who are attached to their state's natural beauty and
don't want to see "an eyesore like an oil rig, or pollution in
rivers and acquifers."

                        *     *     *

The Troubled Company Reporter, on Aug. 9, 2013, reported that
Moody's Investors Service downgraded Venoco, Inc.'s Corporate
Family Rating to Caa1 from B3 and moved the CFR to Denver Parent
Corporation.


VERITEQ CORP: Incurs $15.1 Million Net Loss in 2013
---------------------------------------------------
Veriteq Corporation filed with the U.S. Securities and Exchange
Commission its annnual report on Form 10-K disclosing a net loss
of $15.07 million on $18,000 of sales for the year ended Dec. 31,
2013, as compared with a net loss of $1.60 million on $0 of sales
for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $8.21 million in total
assets, $19.22 million in total liabilities and a $11.01 million
total stockholders' deficit.

EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://is.gd/wUMIGk

                          About VeriTeQ



VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment. VeriTeQ offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care. VeriTeQ's dosimeters provide patient safety mechanisms while
measuring and recording the dose of radiation delivered to a
patient in real time. For more information on VeriTeQ, please
visit www.veriteqcorp.com .


VERTIS HOLDINGS: April 29 Hearing on Settlement of KEIP Claim
-------------------------------------------------------------
Vertis Holdings, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve a settlement agreement with
the term loan lenders, and Gerald Sokol, Jr., dated April 1, 2014.

Term loan lenders consist of Morgan Stanley Senior Funding, Inc.,
as administrative agent, and Morgan Stanley & Co., Incorporated,
as collateral agent.

The parties agreed to settle disputes concerning key employee
incentive plan, the disputed KEIP claim, the administrative hold,
the claims and the motion for payment.  The settlement provides
that:

   1. the disputed KEIP claim will be reduced and allowed as an
administrative expense claim against Vertis in the amount of
$300,000, with all other amounts allegedly due to Mr. Sokol under
the KEIP and KEIP approval order being released, waived,
disallowed and expunged;

   2. within five business days from the date that the order
becomes final and non-appealable (i) the prepetition term loan
lenders will lift the administrative hold to the extent necessary
for the Debtors to fulfill their obligations under the agreement,
and (ii) the Debtors will remit $300,000 in cash to Mr. Sokol in
full and final satisfaction of the allowed Sokol KEIP Claim; and

   3. Mr. Sokol will withdraw the motion with prejudice.

The Court will consider the motion at a hearing on April 29, at
10:00 a.m.

                      About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VICTOR OOLITIC: Court Okays Sale of Assets to Indiana Commercial
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has approved the sale of substantially
all of the assets of Victor Oolitic Stone Company, d/b/a Indiana
Limestone Co., et al., to DIP lender Indiana Commercial Finance,
LLC.

As reported by the Troubled Company Reporter on April 17, 2014,
Wbiw.com reported that the auction for the assets was cancelled
after only one firm made an offer.  TCR reported on March 25,
2014, that the Court approved bidding procedures to govern the
sale.  Indiana Commercial was to serve as the stalking horse
bidder with a credit bid of $26 million at an auction slated for
April 14.  All initial bids were due April 11.  The auction was to
take place at the offices of McDonald Hopkins, LLC, in Cleveland,
Ohio, if other qualified offers were received.

The terms of the APA is not modified.  A copy of the APA is
available for free at:

   http://bankrupt.com/misc/VICTOROOLITIC_158_14_saleorder.pdf

In addition to the assumption of liabilities, the aggregate
consideration for the sale, transfer and delivery of the
purchased assets, at the closing, will be $26 million, payable in
the form of credit bid rights consisting of the release by the
purchaser of a portion of the liabilities arising under, or
otherwise relating to, the loan agreement in an aggregate amount
equal to $26 million; provided that the credit bid and release
will be reduced dollar for dollar to the extent that the purchaser
assumes any portion of the indebtedness under the loan agreement.

On March 28, 2014, the Sec. 341 meeting was held at 1:00 p.m., at
844 King Street, Room 5209, Wilmington, Delaware.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.  In its schedules, Victor Oolitic
disclosed $31,357,627 in total assets and $58,722,289.71 in total
liabilities.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for
$26 million in debt.  Victor Oolitic Stone Company and Victor
Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr.
S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009.
Judge Frank J. Otte presided over the 2009 case.  The 2009 Debtors
were represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


VICTOR OOLITIC: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Victor Oolitic Stone Company filed with the Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property            $15,553,300.00
  B. Personal Property        $15,804,327.00
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $53,870,456.00
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $829,693.21
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                     $4,022,140.50
                                ------------     ------------
        Total                 $31,357,627.00   $58,722,289.71

Debtor-affiliate VO Stone Holdings, Inc., also filed its
schedules, disclosing $0 in total assets and $53,851,706 in total
liabilities.

Copies of the schedules are available for free at:

         http://bankrupt.com/misc/VICTOROOLITIC_128_sal.pdf
         http://bankrupt.com/misc/VICTOROOLITIC_130_vosal.pdf

On March 17, 2014, the Debtors asked the Court to extend to
March 26, 2014, the March 19, 2014 deadline for the Debtors to
file schedules of assets and liabilities, statements of financial
affairs, and lists of executor contracts and unexpired leases.  On
April 14, 2014, the Court entered an order granting the Debtors'
request.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for
$26 million in debt.  Victor Oolitic Stone Company and Victor
Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr.
S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009.
Judge Frank J. Otte presided over the 2009 case.  The 2009 Debtors
were represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


VICTOR OOLITIC: Has OK to Hire McDonald Hopkins as Bankr. Counsel
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has authorized Victor Oolitic Stone
Company, et al., to employ McDonald Hopkins LLC, as counsel, to
render general legal services as needed throughout the course of
the Chapter 11 cases.

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Paul W. Linehan ($465/hourly rate), a member, and T. Daniel
Reynolds, an associate ($215/hourly rate), are expected to have
the primary responsibility for providing services to the Debtors.
In addition, from time to time, other McDonald Hopkins
professionals and paraprofessionals will provide services to the
Debtors.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.  In its schedules, Victor Oolitic
disclosed $31,357,627 in total assets and $58,722,289.71 in total
liabilities.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for
$26 million in debt.  Victor Oolitic Stone Company and Victor
Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr.
S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009.
Judge Frank J. Otte presided over the 2009 case.  The 2009 Debtors
were represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


VICTOR OOLITIC: Court OKs Quarton Partners as Investment Banker
---------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has granted Victor Oolitic Stone Company,
et al., permission to employ Quarton Partners, LLC, an affiliate
of Spearhead Capital LLC as the Debtors' investment banker.

As reported by the Troubled Company Reporter on Feb. 27, 2014,
Quarton will manage the sale of substantially all of the assets of
the Debtors and will assist and advise the Debtors with respect
to, among other things: (a) defining objectives related to value
and terms; (b) identifying and demonstrating the Debtors?
proprietary attributes; and (c) identifying and soliciting
appropriate partners.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.  In its schedules, Victor Oolitic
disclosed $31,357,627 in total assets and $58,722,289.71 in total
liabilities.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for
$26 million in debt.  Victor Oolitic Stone Company and Victor
Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr.
S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009.
Judge Frank J. Otte presided over the 2009 case.  The 2009 Debtors
were represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


VICTOR OOLITIC: Morris Nichols Okayed as Bankruptcy Co-Counsel
--------------------------------------------------------------
Victor Oolitic Stone Company, et al., have obtained authorization
from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware to employ Morris, Nichols, Arsht &
Tunnell LLP, as Delaware bankruptcy co-counsel, to assist McDonald
Hopkins LLC, as lead bankruptcy counsel.

As reported by the Troubled Company Reporter on Feb. 27, 2014, the
attorneys and paralegals principally responsible for the
representation of the Debtors and their current hourly rates will
be:

    Derek C. Abbott                         $650
    Andrew R. Remming                       $475
    Renae M. Fusco                          $250

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.  In its schedules, Victor Oolitic
disclosed $31,357,627 in total assets and $58,722,289.71 in total
liabilities.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for
$26 million in debt.  Victor Oolitic Stone Company and Victor
Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr.
S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009.
Judge Frank J. Otte presided over the 2009 case.  The 2009 Debtors
were represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


VICTOR OOLITIC: Has Nod to Hire Faegre Baker as Labor Counsel
-------------------------------------------------------------
Victor Oolitic Stone Company, et al., have obtained permission
from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware to employ Faegre Baker Daniels LLP as
labor and employment counsel.

As reported by the Troubled Company Reporter on Feb. 27, 2014, the
Debtors anticipate that the firm's services will include the
following: (a) day-to-day HR counseling, (b) investigating and
responding to any charges with outside agencies, (c) drafting
desired new personnel policies and forms, (d) periodic updating of
existing personnel documents, like handbooks, applications, etc.,
(e) strategizing on further improving risk management issues for
employment, (f) conducting periodic EEO/harassment/other
employment training for managers, (g) advising the Debtors on
NLRB compliance and other labor and union affairs, (h) preparing
for and negotiating collective bargaining agreements, (i) advising
the Debtors on WARN act compliance, (j) strategizing with top
management on labor and employment law issues as needed, and
(k) drafting employment agreements as needed.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.  In its schedules, Victor Oolitic
disclosed $31,357,627 in total assets and $58,722,289.71 in total
liabilities.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for
$26 million in debt.  Victor Oolitic Stone Company and Victor
Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr.
S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009.
Judge Frank J. Otte presided over the 2009 case.  The 2009 Debtors
were represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


WARNER MUSIC: Launches Senior Notes Offering and Tender Offer
-------------------------------------------------------------
Warner Music Group Corp. announced that through its wholly owned
subsidiary WMG Acquisition Corp. it has commenced a private
offering of senior notes.

The New Notes will be offered in a private offering exempt from
the registration requirements of the United States Securities Act
of 1933, as amended.  The New Notes will be offered only to
qualified institutional buyers pursuant to Rule 144A and to
certain persons outside the United States pursuant to Regulation
S, each under the Securities Act.

The New Notes have not been registered under the Securities Act
and may not be offered or sold within the United States absent
registration or an applicable exemption from the registration
requirements.

Concurrent with the commencement of the Offering, the Company has
announced that it has commenced a tender offer to purchase for
cash any and all of its outstanding debt securities.  In
conjunction with the tender offer, the Company is soliciting
consents to the adoption of certain proposed amendments to the
indenture governing the Existing Notes to, among other things,
eliminate substantially all of the restrictive covenants, certain
events of default and other related provisions.

The Existing Notes and material pricing terms for the tender offer
are set forth below.

CUSIP / ISIN Nos.: 92936B AB7
                   US92936BAB71

                   U97124 AB4
                   USU97124AB49

                   92933B AC8
                   US92933BAC81

Outstanding
Principal
Amount:            $765 Million

Issuer:            WMG Acquisition Corp.

Title of Security: 11.5% Senior Notes due 2018

Purchase Price:    $1,106.35

Consent Payment:   $30.00

Total Consideration: $1,136.35

The tender offer will expire at 12:00 a.m., New York City time, on
April 22, 2014, unless extended.  Holders of Existing Notes must
validly tender their Existing Notes and validly deliver their
corresponding Consents at or prior to 5:00 P.M., New York City
time, on April 8, 2014, unless extended, to be eligible to receive
the Total Consideration, which includes the Consent Payment.
Holders who tender their Existing Notes after the Consent Time and
prior to the Expiration Time will be eligible to receive the
Purchase Price as set forth in the table above, but not the
Consent Payment.

The Company has engaged Credit Suisse Securities (USA) LLC as
Dealer Manager for the tender offer and as Solicitation Agent for
the consent solicitation.

A complete copy of the press release is available for free at:

                        http://is.gd/5JAnDB

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music reported a net loss attributable to the Company $198
million on $2.87 billion of revenues for the fiscal year ended
Sept. 30, 2013, as compared with a net loss attributable to the
Company of $112 million on $2.78 billion of revenues for the
fiscal year ended Sept. 30, 2012.  As of Sept. 30, 2013, the
Company had $6.25 billion in total assets, $5.50 billion in total
liabilities and $743 million in total equity.

                           *    *     *

As reported by the TCR on March 28, 2014, Standard & Poor's
Ratings Services affirmed its 'B+' corporate credit rating on
recorded music and music publishing company Warner Music Group
Corp. (WMG).  S&P's rating and negative outlook reflect continued
uncertainty surrounding industry wide revenue and profitability
trends affecting WMG over the intermediate term, despite recent
signs of stabilization in the industry.


WATCO COS: S&P Revises Outlook to Positive & Affirms 'B' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on U.S.-based Watco Cos. LLC to positive from stable.  At
the same time, S&P affirmed its ratings on the company, including
the 'B' corporate credit rating.

"The outlook revision reflects our view that Watco will continue
to pursue acquisitions but finance them in a manner that maintains
leverage at or close to current levels," said Standard & Poor's
credit analyst Anita Ogbara.  "We could raise the rating if the
company continues to successfully diversify its operations,
generates improved operating results, and pursues a financial
policy that we believe will result in sustained debt to EBITDA of
4.5x or lower."

S&P's rating on Watco is based principally on the company's "weak"
business risk profile and "aggressive" financial risk profile.
The business risk assessment reflects the company's modest size,
with limited geographic, customer, and end-market diversity.
Mitigating factors include the company's participation in the
relatively stable U.S. freight railroad industry, as well as its
efficient operations and manageable capital expenditure
requirements.

The outlook is positive.  S&P expects Watco to benefit from recent
acquisitions and growth in its crude-by-rail-related services over
the coming year.  S&P also expects Watco to continue pursuing
acquisitions and that it will finance the acquisitions in a manner
that maintains leverage at or close to current levels.

S&P could raise the rating if the company continues to
successfully diversify its operations, generates improved
operating results, and pursues a financial policy that S&P
believes will result in sustained debt to EBITDA of 4.5x or lower.

S&P could revise the outlook to stable if the company is more
aggressive than it expects regarding acquisitions or if it
encounters unexpected operating issues, resulting in debt to
EBITDA increasing to more than 5x.


WEST AIRPORT PALMS: Michael D. Seese Okayed as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized, on a final basis, West Airport Palms Business Park,
LLC to employ Michael D. Seese, Esq., as counsel.

The Debtor, in its application, stated it has previously retained
the Law Offices of James Schwitalla, P.A.  Mr. Seese and Mr.
Schwitalla have agreed to ensure that the scope of their
representation of the Debtor does not overlap and that there will
be no duplication of effort.

Mr. Seese told the Court that his hourly rate is $495 and the
hourly rates of other personnel to assist in the engagement are:
(i) partners - $495; and (ii) associates - $325.

Mr. Seese was paid a retainer in the amount of $10,000 on Dec. 2,
2013, the retainer was paid from non-debtor funds by Hector
Obregon and Alex Montero.  Currently, Mr. Seese holds a retainer
in the amount of $5,940.

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

              About West Airport Palms Business Park

Headquartered in Miami, Florida, West Airport Palms Business Park,
LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on
July 2, 2013.  Judge Robert A. Mark presides over the case.  James
Schwitalla, Esq., represents the Debtor as counsel.  In its
petition, the Debtor scheduled assets of $14,440,419 and
liabilities of $9,284,422.  The petition was signed by Alexander
Montero, managing member.

The U.S. Trustee said that an official committee has not been
appointed in the case.  The U.S. Trustee reserves the right to
appoint such a committee if interest developed among the
creditors.


WEST TEXAS GUAR: Seeks Authority to Use Cash Collateral
-------------------------------------------------------
West Texas Guar, Inc., filed in late March an emergency motion
seeking interim and final access to its cash collateral, and
amended such request in mid-April.

WTG is seeking Court permission to maintain and pay its necessary
employees and professionals for the six-week period ending on
May 19, 2014 pursuant to a prepared cash collateral use budget.

WTG is also seeking to grant adequate protection to the
Presumptively Perfected Growers by (i) not processing and selling
guar beans during the Interim Budget period absent further Court
order; and (ii) ensuring that any guar proceeds used during the
Interim Budget Period will be deemed to be proceeds from the guar
beans on which Scopia Windmill Fund, LP, has a security interest
superior to those of the Growers.

WTG is indebted to Scopia of $6 million plus interest, and Scopia
has a security interest in all of WTG's assets.

WTG is also indebted to growers of guar delivered to ETG before
the Petition Date pursuant to prepetition grower contracts.

                  Petitioning Creditors React

In court papers, the Petitioning Creditors who initiated WTG's
Chapter 11 case assert that they don't consent to the Cash
Collateral Use Motion.  They argue that they have not been offered
adequate protection for use of cash collateral, if in fact Scopia
Windmill has a perfected interest in the cash collateral.

                     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.


* High Court Declines to Decide Chapter 7 Lien-Stripping
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court declined to hear a case to
resolve a split among federal circuit courts over whether a wholly
unsecured subordinate mortgage can be "stripped off" by an
individual in Chapter 7.

According to the report, the question had its genesis in a 1992
Supreme Court case, Dewsnup v. Timm. The high court ruled that a
partially secured first mortgage can't be reduced to the value of
the property. In 1993, the court ruled in In re Nobelman that an
underwater mortgage can be stripped off in Chapter 13, in light of
Section 1332 of the Bankruptcy Code.

Three years before Dewsnup, the U.S. Court of Appeals for the 11th
Circuit in Atlanta ruled in a case called Folendore that a
subordinate mortgage can be reduced to an unsecured claim in
Chapter 7 if the property was worth less than the first mortgage,
the report related.

When the issue of Chapter 7 strip-off came back to Atlanta in
2012, in a case called McNeal, the appeals court said it was
obligated to follow Folendore because it wasn't explicitly
overruled by Dewsnup, the report further related.  Nonetheless,
the McNeal court's decision contained language suggesting that
Folendore may no longer be good law.

On March 31, the Supreme Court declined to hear Sinkfield, even
though the bank cited three other circuit courts, all ruling that
subordinate mortgages can't be stripped off in Chapter 7, the
report said.

The case is Bank of America NA v. Sinkfield, 13-700, U.S. Supreme
Court (Washington).


* Bankruptcy Courts Found to Be 'Courts of the U.S.'
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Dora L. Irizarry in Brooklyn, New
York, upheld $15,000 in sanctions against a lawyer for bringing
"vexatious" litigation.

According to the report, in the process, Judge Irizarry ruled that
bankruptcy judges, even though they aren't life-tenured, possess
"inherent authority" to impose sanctions.

She also held that bankruptcy courts are "courts of the United
States," giving them power to impose sanctions for vexatious
conduct under Section 1927 of the U.S. Judiciary Code, the report
related.

On the Section 1927 issue, she noted that the U.S. Court of
Appeals reached that conclusion "without discussion" in 1991, the
report further related.

On the merits of the appeal, Judge Irizarry said there is no such
thing as a "constitutional tort." She said a court isn't required
to spend "limited time and resources" attempting to construe the
"true substance, if any" from a "confused, ambiguous, vague and
otherwise unintelligible pleading," the report added.

The case is Kahiya v. Kramer, 13-cv-03079, U.S. District Court,
Eastern District of New York (Brooklyn).


* Canceling a Debt Might Also Cancel the Mortgage
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if a mortgage lender sends a notice to a bankrupt
homeowner stating that the mortgage debt was canceled, the intent
of the lender is the determining factor in deciding whether the
mortgage, too, was discharged.

According to the report, a homeowner went through Chapter 7,
receiving a discharge that included his personal liability on a
second mortgage. Three years later, the lender sent the bankrupt a
notice of cancellation of the $207,000 debt.

Later, the homeowner sued the lender for not discharging the
mortgage on land records, the report related.  The lender filed a
motion to dismiss and lost in a March 28 opinion by U.S. District
Judge Denise Page Hood in Detroit.

Judge Hood said there are no Michigan cases expressly saying
whether a notice of cancellation of debt also discharges the
mortgage, the report further related.  However, she found a
Michigan case saying the controlling factor is the intent of the
lender.

Having only the complaint before her on a motion to dismiss, Judge
Hood said the lender could develop evidence to show that sending
the notice wasn't intended to cancel the mortgage, the report
added.

The case is Gudeman v. Saxon Mortgage Services Inc., 13-cv-13341,
U.S. District Court, Eastern District of Michigan (Detroit).


* Fourth Circuit Requires Five-Year Chapter 13 Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond, Virginia,
became the fifth circuit court to rule that an individual in
Chapter 13 with no "projected disposable income" cannot propose a
plan shorter than the five-year "applicable commitment period"
stated in Section 1325(d) of the Bankruptcy Code.

According to the report, the opinion for the three-judge panel of
the Fourth Circuit was written by Circuit Judge James A. Wynn Jr.
and handed down on March 28.

Courts of appeal in San Francisco, Cincinnati, Atlanta and St.
Louis reached the same results from 2008 to 2013, the report
related.

San Francisco's Ninth Circuit had a contrary ruling until 11
judges on that court heard reargument and reversed a three-judge
panel in August, the report further related.

The case is Pliler v. Stearns, 13-1445, U.S. Court of Appeals for
the Fourth Circuit (Richmond, Virginia).


* Lender Must Return Repossessed Auto Immediately
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if a lender fails to return a repossessed auto
immediately, a bankrupt is automatically entitled to damages, the
U.S. Bankruptcy Appellate Panel in San Francisco ruled on
March 26.

According to the report, an individual bought a car not long
before bankruptcy, promising a $1,000 downpayment and $310 a month
for four years.  Although the bankrupt didn't make the full
downpayment and didn't produce proof of insurance, the seller gave
him possession of the car, the report related.

Bankruptcy ensued, and the lender repossessed the car, not knowing
the owner was in bankruptcy, the report further related.  The
lender refused to return the auto even when told the owner was in
bankruptcy.

The bankrupt's lawyer hauled the lender into bankruptcy court
seeking return of the auto and damages for a stay violation, the
report added.  The bankruptcy judge "annulled" the automatic stay
because the bankrupt still hadn't shown proof of insurance and
didn't demonstrate an ability to cover the monthly installments.

The three-judge appellate panel reversed in an unpublished opinion
on March 26, holding that the lender had an "affirmative duty" to
return the auto on learning of the bankruptcy, to remedy the
"inadvertent stay violation," the report said.  Retention of the
car after notice of bankruptcy was a "separate and independent
violation of the automatic stay," the judges said.

The case is Wallace v. Carcredit Auto Group. Inc., (In re
Wallace), 13-1414, U.S. Bankruptcy Appellate Panel for the Ninth
Circuit (San Francisco).


* Retail Value Governs Surrendered Property in Chapter 13
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta did a favor for
bankrupt consumers by ruling on March 27 that when an individual
surrenders an auto to the lender under a Chapter 13 plan,
replacement value governs how much the vehicle is worth.

According to the report, the case involved a recreational vehicle
with a $36,600 lien.  The bankrupt individual contended that the
replacement value of the RV was more than the lien. The plan
called for surrendering the RV under Section 1325(a)(5) of the
Bankruptcy Code for complete satisfaction of the debt.

The lender objected to the plan, contending that replacement value
doesn't apply to property surrendered to the lender, the report
related.

The Eleventh Circuit in Atlanta, in an opinion by District Judge
Susan C. Bucklew, upheld the lower courts by ruling that
replacement value under Section 506(a)(2) must be used, the report
further related.

The lender wanted the court to follow the U.S. Supreme Court's
Rash decision saying that differing valuation methods apply
depending on whether the property is surrendered or retained, the
report said.  Judge Bucklew ruled that Rash didn't apply because
it was decided before 2005 amendment to the Bankruptcy Code added
Section 506(a)(2), which says that in the case of an individual in
Chapter 7 or 13, the court must use replacement value of personal
property as of the date of bankruptcy.

The case is Santander Consumer USA Inc. v. Brown (In re Brown),
13-13013, U.S. Eleventh Circuit Court of Appeals (Atlanta).


* June 2 Entry Deadline Set for TMA's Student Paper Competition
---------------------------------------------------------------
Turnaround Management Association (TMA), the only international
non-profit association dedicated to corporate renewal, is working
with Carl Marks Advisory Group to identify the industry's next
great professionals.

Students enrolled in an MBA or equivalent master's degree program
are eligible to submit a paper individually or with a team for a
chance to win:

Cash prizes worth $3000 (first place) or $1,500 (second place)
will be awarded in two categories: Vase Analysis and
Theoretical/Conceptual

One first place winner from each category will also receive an all
expenses paid round-trip to Toronto, Ontario and recognized during
TMA's 26th annual conference to be held September 29-October 1.

The deadline for entry is June 2.  Please visit
turnaround.org/awards for complete details and entry forms.

Papers will be evaluated using established judging criteria set by
TMA.  Judges will look for several elements in each paper,
including, but not limited to:

    * Relevance to issues pertinent to corporate distress,
      financial restructuring, and reorganization

    * Well-written, clearly constructed, and thorough treatment of
      the subject

    * Originality of the subject and its interpretation

    * Depth and quality of analysis



                             *********

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.
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