TCR_Public/140424.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, April 24, 2014, Vol. 18, No. 112


                            Headlines

1617 WESTCLIFF: Gets Court OK to Pay All Claims and Case Dismissal
22ND CENTURY: Files $45 Million Shelf Registration
ABERDEEN LAND: Wants Plan Hearing Moved to Continue Talks
AMN HEALTHCARE: S&P Withdraws 'BB-' CCR at Company's Request
APARTMENT INVESTMENT: S&P Revises Outlook & Affirms 'BB+' CCR

ARCHDIOCESE OF MILWAUKEE: Court Sets Oct. 14 Confirmation Hrg.
ARMORWORKS ENTERPRISES: Arnold Porter OK'd as Procurement Counsel
ASHLEY STEWART: Drops Auction, Proceeds w/ Sale to Clearlake Unit
ASP HHI: Moody's Affirms B2 Corp. Family Rating & Sr. Debt Rating
BAY CLUB: Plan Provides 60% Recovery to Unsecured Creditors

BAY CLUB: Tonkon Torp Approved as Bankruptcy Counsel
BEVERLY HILLS BANCORP: April 30 Meeting to Form Creditors' Panel
BRAESIDE MANAGEMENT: Voluntary Chapter 11 Case Summary
BUDD COMPANY: Bankruptcy Stays Asbestos Litigation
BUDD COMPANY: May 20 Hearing on Settlement With Parent

BUDD COMPANY: Hearing for Retiree Panel Moved to May 20
CAROLINA INTERNET: Sanctions Bid Against O'Dell Denied
CASH STORE FINANCIAL: FTI Consulting Named as Monitor
CENTRAL FEDERAL: BKD LLP Replaces Crowe Horwath as Accountants
CHARTER CO: Conglomerate's Downfall Revisited

CHINA NATURAL GAS: Claims Bar Date Moved to May 23
CHINA TELETECH: Swings to $1.9 Million Net Loss in 2013
CHRYSLER GROUP: Appeal Court Rules in Favor of Terminated Dealers
CHRYSLER LLC: Threatened by Logistics Services Provider in 2009
COTTONSMITH LLC: Fred Kayne Wins Dismissal of Chapter 11 Case

DAVID EFRON: Case Dismissed for Failure to Make DSO Payments
DETROIT, MI: Plan Confirmation Date Further Pushed Back
DEWEY & LEBOEUF: Sitrick Sued Over Preferential Transfers
DMW MARINE: Bankr. Judge Seeks Dist. Court Guidance on Lawsuit
DOUGLAS HEITMEIER: Dist. Court Affirms Order Granting Stay Relief

DREIER LLP: Committee Resolves Dispute With Former NTC Directors
EASTCOAL INC: Creditors Approve Proposal Under BIA
EGPI FIRECREEK: Warns News on Marijuana Medical Division False
ENNIS COMMERCIAL: Plan Administrator Taps Paccom Realty as Broker
ENNIS COMMERCIAL: Plan Administrator Hires Leasing Agent

ENTERTAINMENT GAMING: Gets NASDAQ Listing Non-Compliance Notice
EXIDE TECHNOLOGIES: Can Hire King & Spalding as Antitrust Counsel
EXIDE TECHNOLOGIES: Panel Can Hire Unnamed Economic Consultant
EVENT RENTALS: Apollo Has Winning Bid for Classic Party Rentals
EVEREST HOLDINGS: S&P Assigns 'B-' CCR & Rates $250MM Loan 'B-'

FOUR OAKS: Posts $1.4 Million Net Income in First Quarter
FREEDOM INDUSTRIES: Dist. Court to Hear Chemical Leak Suits
FREEDOM INDUSTRIES: Dist. Court Consolidates Chemical Leak Suits
FURNITURE BRANDS: Files Exit Plan, Seeks Approval of Plan Outline
FURNITURE BRANDS: Judge Approves Agreement on Reardon Policy

FURNITURE BRANDS: Wants Deadline to Remove Suits Moved to Aug. 6
GENERAL MOTORS: Thomas J. Henry Comments on Bankruptcy Shield Bid
GENERAL MOTORS: HMG Balks at Bid to Move Suit to Bankruptcy Court
GENERAL MOTORS: Bankruptcy Will Probably Shield It From New Claims
GENERAL MOTORS: Seeks More Protection From Switch Lawsuits

GREGORY CANYONS: Judge Taylor Dismisses Chapter 11 Case
GMAB REALTY: AuctionAdvisors to Auction Lots on May 21
GREEN POWER: Equipment, Other Assets Sold for $58,700
GRIDWAY ENERGY: Proposes June 10 Auction for Assets
GRIDWAY ENERGY: Seek Authority to Assume Top Brokers' Contracts

GRIDWAY ENERGY: Seeks to Reject CEF 2002 Aircraft Lease Agreement
GUITAR CENTER: Moody's Raises Corporate Family Rating to 'B3'
HARTFORD FIRE: Fitch Affirms 'BB+' Subordinated Debentures Rating
HARVARD EVERGREEN: Case Summary & 3 Largest Unsecured Creditors
HERITAGE ORGANIZATION: Texas Appeals Court Affirms Kornman Ruling

JAMES RIVER: Proposes to Pay $7.5-Mil. for Critical Vendors
JAMES RIVER: Wins Nod to Enter Into Coal Contracts
JAMES RIVER: Limiting Equity Transfers to Save NOLs
JAMES RIVER: Terms of $110-Million DIP Financing
JAMES RIVER: April 30 Deadline to Object to July Auction

LANDAUER HEALTHCARE: Panel Can Tap Deloitte as Fin'l Advisors
LINEAGE LOGISTICS: Moody's Affirms 'B3' CFR; Outlook Stable
MAZORRO RESOURCES: Gets Default Notice on Lapaska Option Agreement
MEE APPAREL: Needs Quick Auction; To Run Out of Cash by June
MEE APPAREL: Proposes Close Schotz as Bankruptcy Counsel

MEE APPAREL: Taps Innovation Capital as Investment Banker
MERCANTIL COMMERCEBANK: Fitch Affirms BB LT Issuer Default Rating
MICHAEL HAT: Suit vs. Federal Crop Insurance Corp. Dismissed
MISSION ASSOCIATES: 9th Cir. Affirms Ruling Against Namvar Claim
MONTAGE TECHNOLOGY: Gets NASDAQ Listing Non-Compliance Notice

MOOHAVEN DAIRY: Cow Lease With Sunshine Heifers a "True Lease"
MT. LAUREL LODGING: Hilton Garden Inn Worth $19,600,000
NATIONAL ENVELOPE: Has Until June 9 to Remove Civil Actions
NAVISTAR INTERNATIONAL: Sells Add'l 40.5-Mil. Convertible Notes
NET ELEMENT: Incurs $48.3 Million Net Loss in 2013

NETFLIX INC: Plan Price Increase No Impact on Moody's Ba3 CFR
NORTH ADAMS: Hearing on Bankruptcy Filing Status Scheduled Today
OUTLAW RIDGE: Files Schedules of Assets and Liabilities
OUTLAW RIDGE: Proposes Bush Ross as Bankruptcy Counsel
OVERSEAS SHIPHOLDING: Says 77% of Shares Owned by U.S. Investors

OXFORD BUILDING: Crowther Suit Remanded, Unrelated to Bankruptcy
PACIFIC STEEL: Business Capital Is Lead Arranger for DIP Loan
PHILADELPHIA ENTERTAINMENT: Lists $92.7-Mil. in Liabilities
PHOENIX REALTY: Case Summary & 7 Unsecured Creditors
POSITIVEID CORP: Appoints Lyle Probst President

RADIOSHACK CORP: Store Operations Executive Resigns
RESIDENTIAL CAPITAL: Mustafanos Barred From Pursuing Claims
RESIDENTIAL CAPITAL: Citibank Entitled to Contract Default Rate
SINCLAIR BROADCAST: Soroban Had 5.3% of Class A Shares as April 11
SANUWAVE HEALTH: Terminates CEO, Chairman Assumes CEO Duties

SOCAL EATS: Smashburger Franchisee Selling Outlets in San Deigo
SPECTRASCIENCE INC: Discloses 2013 Q3 Financials; Seeks Funding
ST. FRANCIS' HOSPITAL: U.S. Trustee Balks at Releases Under Plan
ST. FRANCIS' HOSPITAL: H.T. Lyons Opposes Plan Confirmation
SUN BANCORP: Names Clay Creasey to Board of Directors

SWISS VALLEY AGENCY: Case Summary & 16 Top Unsecured Creditors
TCH 2 HOLDINGS: Moody's Assigns 'B3' Corp. Family Rating
TELEXFREE LLC: DOJ Watchdog Recommends Trustee
TERI POLO: 'Meet the Parents' Actress Seeks Chapter 11
TMT PROCUREMENT: Court Won't Delay Disposition of Vantage Shares

UNIQUE BROADBAND: Reports Second Quarter 204 Results
UPH HOLDINGS: Confirms Corrected 1st Amended Reorganization Plan
UPH HOLDINGS: Has Deal With Level 3 on Contract Assumption
UPPER VALLEY: Hearing on Case Conversion Continued Until May 27
UPPER VALLEY: May 27 Hearing on Adequacy of Plan Outline

US FOODS: S&P Retains 'B' Corp. Credit Rating on Watch Positive
VALEANT PHARMA: Moody's Affirms 'Ba3' CFR; Outlook Developing
VELTI INC: Court Sets May 12 as Claims Bar Date
VELTI INC: Court Approves Deloitte FAS as Financial Advisor
VERTIS HOLDINGS: NJDEP's Deadline to File Complaint Extended

VICTORY ENERGY: Reports $2.1 Million 2013 Net Loss
VIRGIN ISLANDS WAPA: Fitch Affirms 'BB' Rating on $142MM Bonds
VULCAN MATERIALS: Moody's Affirms 'Ba3' CFR; Outlook Stable
WALKER LAND: Taps $5.2-Mil. Secured Credit from CHS Capital
WALKER LAND: Files Amended List of 20 Largest Unsecured Creditors

WALKER LAND: Files Schedules of Assets and Liabilities
WOOTEN GROUP: Has 2-Year Ban From Re-Filing for Bankruptcy
WORLDWIDE MIXED MARTIAL: To Have Chapter 11 Trustee
YARWAY CORPORATION: Has Until Aug. 16 to Remove Civil Actions

* Allen Matkins Elects Four Attorneys to Partnership
* Eric Schachter to Join Rust Omni as Equity Services Leader
* Isaac Pachulski Joins Pachulski Stang Ziehl & Jones
* Top LA Bankruptcy Law Firm Stutman Treister to Close Doors

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


1617 WESTCLIFF: Gets Court OK to Pay All Claims and Case Dismissal
------------------------------------------------------------------
Judge Mark Wallace has granted 1617 Westcliff, LLC's motion for
authority to pay all creditors and administrative expense claims
in full and for the dismissal of its bankruptcy case.

The Debtor is authorized to pay remaining creditor claims from
assets of the Estate, which are:

      * $74,000 to Keller, Weber & Dobrott
      * $2,949 to the Franchise Tax Board
      * $368,395 to Dr. Gary Rettig and Shawn Rettig
      * $7,612 to James A. White, CPA
      * $89,945, plus all additional attorneys' fees and costs
        arising after the date the Motion was filed, to Marshack
        Hays LLP on account of its unpaid administrative claim.

Within 5 days of the completion of all payments, the Debtor may
file a declaration attesting to the payment in full of all
creditor claims, attaching supporting documents.

An order dismissing the case will be entered only on the Debtor's
submission of proof that all creditor claims and the final fees of
the Offices of the United States Trustee have been paid in full.

                      About 1617 Westcliff

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

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

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


22ND CENTURY: Files $45 Million Shelf Registration
--------------------------------------------------
22nd Century Group, Inc., filed a Form S-3 shelf registration
statement on April 18th with the U.S. Securities and Exchange
Commission.  Upon SEC approval, the universal shelf registration
statement will allow, but not compel, 22nd Century Group to raise
up to $45 million of capital over a three-year period through a
wide array of securities at amounts and at increments to be
determined by the Company.

The universal shelf registration will facilitate potential
acquisition opportunities, research and development initiatives,
including studies for the Company's modified risk tobacco products
in development, and allow the Company to be on solid footing when
negotiating agreements.  Upon SEC approval of the universal shelf
registration statement, raising capital will be greatly simplified
and expedited since potential future equity or debt securities
will be pre-registered with the SEC.

Joseph Pandolfino, founder and CEO of 22nd Century Group, stated,
"As our track record demonstrates, my management team and I have
been and always will be conservative with the Company's resources.
We raise capital only when we strongly believe doing so will
enhance shareholder value.  As management's beneficial ownership
of the Company is approximately 27 percent, the interests of
management are clearly and fully aligned with all the Company's
other shareholders."

OTHER BUSINESS UPDATES

Investor Awareness

22nd Century Group has traded on the NYSE MKT exchange for just
over five weeks.  To commemorate the Company's uplisting, 22nd
Century Group has been invited to ring the opening bell at the New
York Stock Exchange on Tuesday, July 15, 2014.  This new date
replaces the previously announced date of June 17th.

Beginning in early June 2014, Joseph Pandolfino, CEO, and Henry
Sicignano, president, will embark on a non-deal road show in
cities across the United States introducing 22nd Century Group to
institutional investors, retail brokers, and the business press.
Though the Company has increased its shareholder base from fewer
than 100 shareholders in early 2011 to more than 2,000
shareholders today, it is clear that 22nd Century remains "well
under the radar" of most of Wall Street.  It is management's
intention that the June road show increases awareness of 22nd
Century Group's technology and investment potential.

NASCO Acquisition

The Company continues to cooperate fully with the National
Association of Attorneys General to close its acquisition of NASCO
Products, LLC.  As previously reported, 22nd Century Group entered
into an agreement to purchase all of the issued and outstanding
membership interests of NASCO, a federally licensed tobacco
product manufacturer and participating member of the tobacco
Master Settlement Agreement, an agreement among 46 U.S. states and
the tobacco industry administered by NAAG.  The NASCO Acquisition
will close immediately upon the settling states of the MSA
consenting to the transaction and a modified Adherence Agreement
for NASCO.  The Company believes that NASCO's modified Adherence
Agreement, as negotiated among NAAG, NASCO and 22nd Century Group,
is close to being finalized. Upon the closing of the NASCO
Acquisition, NASCO will become a wholly-owned subsidiary of 22nd
Century Group and the national distribution of 22nd Century's
super-premium cigarettes will commence.  NASCO has already begun
producing its own tobacco products at the Company?s factory in
Mocksville, North Carolina.

International Sales

22nd Century Group continues to work with its European partner on
preparations to launch the Company's products in The Netherlands,
Belgium and Luxemburg.  Laboratory testing and European labeling
requirements are expected to be completed soon, and shortly
thereafter distribution of the Company's products will commence.
22nd Century Group is also evaluating the sale and distribution of
its products in other European countries.

Separately, 22nd Century Group President, Henry Sicignano, and
Vice President of R&D, Dr. Michael Moynihan, are departing this
week for a 10-day trip to meet with potential joint venture
partners in Asia.  The Company intends to distribute its brands
containing 22nd Century's proprietary tobacco in markets where
there is interest in potentially less harmful tobacco products.

Modified Risk Tobacco Products

The Company intends to seek U.S. Food and Drug Administration
authorization to market two products in development, BRAND A and
BRAND B, as modified risk cigarettes.  22nd Century is engaging a
consulting company specializing in regulatory filings and in
designing exposure studies to facilitate the submission of the
Company's applications to the FDA for our two modified risk
cigarette candidates.  The Company expects to submit these
applications to the FDA in 2014.  Among various novel tobacco
lines being field tested this spring, is a novel tobacco plant
line that the Company believes may be ideal for BRAND B, a very
low tar-to-nicotine ratio cigarette.

SPECTRUM Research Cigarettes and X-22

Goodrich Tobacco Company, the Company's wholly-owned subsidiary,
delivered an additional 5.5 million SPECTRUM(R) government
research cigarettes in February 2014.  SPECTRUM was developed by
22nd Century for NIDA, a department of the U.S. National
Institutes of Health (NIH).  Including this shipment, Goodrich
Tobacco has thus far delivered more than 17 million SPECTRUM
cigarettes, equating to 850,000 packs of 20 cigarettes. NIDA
distributes SPECTRUM free of charge to researchers carrying out
independent studies.

The main SPECTRUM product line consists of a series of cigarette
styles that have a fixed "tar" yield but varying nicotine yields
over a 50-fold range - from very low to high. Altogether, SPECTRUM
features 24 styles, 11 regular and 13 menthol versions, with 8
different levels of nicotine content.  SPECTRUM is strictly for
research purposes and will not be sold as a commercial cigarette.
The results and data from dozens of SPECTRUM studies expected will
assist 22nd Century with our two modified risk applications at the
FDA.

Hercules Pharmaceuticals, the Compay's wholly-owned subsidiary, is
currently in the process of identifying potential joint venture
partners or licensees to fund the remaining X-22 clinical trials.
Upon identifying a suitable joint venture partner or licensee,
Hercules will request a meeting with the FDA to discuss moving the
Company's active X-22 Investigational New Drug Application
forward.

For additional information, please visit: www.xxiicentury.com

                         About 22nd Century

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

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


ABERDEEN LAND: Wants Plan Hearing Moved to Continue Talks
---------------------------------------------------------
Aberdeen Land II, LLC, Aberdeen Community Development District and
U.S. Bank National Association, in a third joint agreed ex-parte
motion, requested for (i) continuance of the confirmation hearing
scheduled for May 8, 2014, to June 2014; and (ii) extension of
corresponding confirmation deadlines so that they will coincide
with the continued confirmation hearing.

U.S. Bank serves as trustee under a Master Trust Indenture dated
as of Oct. 1, 2005, by and between Aberdeen Community Development
District and the Trustee.

The Parties explained that they need additional time to finalize
the formal agreements implementing the terms and conditions of a
settlement term sheet and to obtain approval by the CDD board of
the bond restructuring proposed by the Parties.  Additionally, the
Parties request an extension of all confirmation deadlines so that
they will coincide with the continued confirmation hearing.

The Debtor is represented by Mariaelena Gayo-Guitian, Esq., at
Genovese Joblove & Battista, P.A.

U.S. Bank is represented by Jonathan Sykes, Esq., at Burr &
Forman, LLP.

CDD is represented by Douglas M. Smith, Esq., at Hopping Green &
Sams.

As reported in the Troubled Company Reporter, the Court on Oct. 17
approved the Second Amended Disclosure Statement for the Second
Amended Plan.  The Second Amended Plan is dated Oct. 11, 2013.

The Court also had entered an order granting a joint agreed ex-
parte motion to continue hearing on the confirmation of the
Debtor's Second Amended Plan to April 4, 2014, at 10:00 a.m.

The Plan provides for the continued operation of the Property of
the Debtor's Estate, by and through the Reorganized Debtor in
accordance with the Plan.  It provides for cash payments to
holders of allowed claims in certain instances and for the
transfer of property to certain holders of allowed secured claims
as the indubitable equivalent of such allowed secured claims.  The
primary source of the funds necessary to implement the Plan
initially will be the cash of the Reorganized Debtor, exit
financing and the sales of portions or all of the Aberdeen real
property.

Full-text copies of the Second Amended Disclosure Statement, filed
on Oct. 11, 2013, are available for free at:

       http://bankrupt.com/misc/ABERDEEN_2ndAmdDSOct11.PDF

                      About Aberdeen Land II

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

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

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

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

No creditors' committee was appointed in the case.


AMN HEALTHCARE: S&P Withdraws 'BB-' CCR at Company's Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'BB-' corporate credit rating, on AMN Healthcare Inc. at the
company's request.  The company repaid all of its rated debt after
completing a refinancing transaction.


APARTMENT INVESTMENT: S&P Revises Outlook & Affirms 'BB+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Apartment Investment and Management Co. (AIMCO) to positive from
stable.  At the same time, S&P affirmed its 'BB+' corporate credit
rating on the company and 'B+' issue-level rating on its preferred
stock.

"Our ratings on AIMCO reflect our assessments of the company's
'satisfactory' business risk profile and 'significant' financial
risk profile," said Standard & Poor's credit analyst George
Skoufis.

The positive outlook reflects S&P's expectation that multifamily
fundamentals remain sound and will support moderate rent and NOI
growth.  EBITDA should be flat to up over the next one to two
years, which along with moderate debt reduction should result in
modest improvement in AIMCO's leverage and coverage metrics.

S&P would consider raising the corporate credit rating if the
company is successful in reducing leverage closer to the low end
of the 7x to 7.5x range for debt to EBITDA, debt to undepreciated
capital declines to 50% or lower, and FCC continues to strengthen
such that S&P believes 2x coverage is achievable.

S&P do not expect to lower its rating on AIMCO over the next one
to two years, but S&P would consider a downgrade if AIMCO were to
reverse its previously noted balance sheet improvements such that
FCC declines below 1.5x and total coverage (inclusive of common
dividends) falls below 1.0x for a sustained period of time.


ARCHDIOCESE OF MILWAUKEE: Court Sets Oct. 14 Confirmation Hrg.
--------------------------------------------------------------
At the April 22 Scheduling Conference in the bankruptcy case of
the Archdiocese of Milwaukee, Judge Susan Kelly has set the
confirmation hearing for mid-October 2014.

The April 22 hearing was scheduled for 1:00 p.m.  About an hour
before the hearing, the Debtor filed a proposed confirmation
hearing schedule.  Among other things, the Debtor proposed for an
August 2014 plan confirmation hearing and a mid-May Disclosure
Statement hearing.

In order to save time and money, Kenneth Brown, Esq., on behalf of
the Official Committee of Unsecured Creditors, asked the Court not
to schedule a confirmation hearing before resolution of the
preliminary issue of whether the Court has subject matter
jurisdiction to confirm a plan dealing with the Cemetery Trust
litigation while the dismissal of that litigation is on appeal
before the Seventh Circuit Court of Appeals.  The Debtor opposed
that suggestion, with Francis LoCoco, Esq., attorney for the
Debtor, arguing that the settlement of the Cemetery Trust
litigation in the plan could be dealt with along with all of the
other confirmation issues.

After discussion, the Court set a briefing schedule on this
preliminary issue.  The Committee will file a motion and brief by
May 6, 2014, and the Debtor will file a reply by May 22, 2014.
The Court will rule on the briefs unless it decides to hold a
hearing.

Moreover, the Court has set the following plan confirmation
hearing schedule:

   July 3, 2014      Deadline for parties to file their lists of
                     witnesses, including a summary of each
                     witness' testimony.

   Sept. 5, 2014     Deadline to file objections to confirmation.

   Sept. 19, 2014    Deadline to file supplemental lists of
                     witnesses.

   Oct. 1, 2014      Deadline to file exhibits. Exhibits must be
                     filed electronically. The Court's courtroom
                     exhibit display system will be used at the
                     confirmation hearing.

   Oct. 6, 2014      Deadline to file any response to objections
                     to confirmation.
  Oct. 14, 15,
  16, and 17        Dates for the confirmation hearing, to begin
                    at 10:00 a.m. each day.

Appearances at the April 22 conference are Daryl Diesing, Esq. and
Francis LoCoco, Esq. for the Debtor; Debra Schneider for the
United States Trustee; Kenneth Brown, Esq. and James Stang, Esq.
for the Official Committee of Unsecured Creditors; Jeff Anderson
and Michael Finnegan for Certain Survivors/Creditors; Jeffrey
Paulsen, William Factor, and Mark Nelson for OneBeacon and
Stonewall Insurance Companies; Catalina Sugayan, Marcos Cancio,
and Jeff Kahane for London Market Insurers; Brigid Leahy for
Continental Casualty Company; 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.; and Timothy Nixon for Archbishop Jerome E.
Listecki as Trustee of the Milwaukee Archdiocese Cemetery Trust.

              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.


ARMORWORKS ENTERPRISES: Arnold Porter OK'd as Procurement Counsel
-----------------------------------------------------------------
The Bankruptcy Court authorized ArmorWorks Enterprises, LLC, and
TechFiber, LLC, to employ Arnold & Porter LLP as special
government contracts and procurement counsel.

The Debtors, in an amended application, stated that A&P originally
was retained as an ordinary course professional.  Under the terms
of the A&P order, A&P was retained as special counsel to provide
services in relation to the sale process being conducted by
Houlihan Lokey Capital, Inc., and at the direction of Grant Lyon,
as independent debtor representative in accordance with the
protocol order and the Plan of reorganization.

After the Houlihan Lokey sale process failed to generate any
qualified bids for the Debtors' assets or the equity in the
Reorganized Debtors under the Plan, on Feb. 19, 2014, the Debtors
notified the Court that they are withdrawing the sale motion.  The
Debtors also requested for the suspension of certain deadlines and
hearing related to their Third Amended Joint Plan of
Reorganization dated Dec. 16, 2013.

In this connection, the existing A&P order does not adequately
address the needs of the Debtors and contains restrictions on the
employment of Arnold & Porter that are no longer necessary or
appropriate.  The Debtors request that the Court amend and restate
the "scope of work" for which A&P is employed as to:

   1) assist and provide legal advice to the Debtors in relation
      to any proposed plan of reorganization or motion that
      contemplates the rejection, or the assumption and the
      assumption and assignment of any prime government contracts
      or subcontracts of ArmorWorks and its subsidiaries;

   2) provide legal advice to the Debtors with regard to the
      duties and obligations of ArmorWorks and its subsidiaries
      under all applicable federal laws and regulations governing
      the business operations of ArmorWorks and its subsidiaries;
      and

   3) provide legal advice to the Debtors with regard to the
      duties and obligations of ArmorWorks and its subsidiaries
      under any prime contracts or subcontracts involving the
      U.S. Government.

As reported in the Troubled Company Reporter, the Court on Oct. 7,
2013, entered an order granting the joint motion of the Debtors,
and the Official Committee of Unsecured Creditors to approve
governance protocol for sale of non-ordinary course transactions,
and retention of Grant Lyon, as independent debtor representative.
The joint motion was filed Sept. 18, 2013.  Mr. Lyon was
authorized to retain Odyssey Capital Group, LLC, to assist him in
the performance of his duties, provided that the services of only
other member of Odyssey may be utilized.

Judge Brenda Moody Whinery approved on Dec. 30, 2013, the
disclosure statement explaining the bankruptcy-exit plan for the
Debtors.  The plan was jointly proposed by the Debtors, C Squared
Capital Partners LLC, Anchor Management LLC, ArmorWorks Inc.,
William Perciballi and the Creditors' Committee.  The plan
proposes to pay all claims against and member equity interests in
ArmorWorks and TechFiber through a sale of assets or equity.
Proceeds from the sale will be used to pay off creditors and
members of ArmorWorks.

Judge Whinery also approved a bid process proposed by the Debtors
in connection with the sale of their assets or equity of the
reorganized companies.  Interested buyers were required to submit
their bids by Feb. 7.  An auction was set for Feb. 21 at the
Phoenix office of Gallagher & Kennedy, P.A.  A status hearing
regarding the auction was set for Feb. 19 while a hearing to
consider approval of the sale was set for March 4.

Judge Whinery was to hold an initial hearing on Jan. 29 in
connection with the Debtor's plan.  The hearing was to be a non-
evidentiary hearing where the ballot report would be considered
and any objections would be assessed.

On Jan. 31, 2014, ArmorWorks, Inc. and William J. Perciballi,
creditors and parties-in-interest, asked the Court to determine
the applicability of the governance protocol for sale transaction
and non-ordinary course transactions.  An issue has arisen
regarding the interpretation of the protocol that has an effect on
the sales process and that requires relief from the Court.  A copy
of the Governance Protocol dated Sept. 18, 2013, is available at:

   http://bankrupt.com/misc/armorworks.governanceprotocol.pdf

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor.  ArmorWorks estimated $10 million to
$50 million in assets and liabilities.

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ASHLEY STEWART: Drops Auction, Proceeds w/ Sale to Clearlake Unit
-----------------------------------------------------------------
Ashley Stewart Holdings, Inc., et al., notified the U.S.
Bankruptcy Court for the District of New Jersey that no qualified
bids for their assets other than the bid submitted by an affiliate
of Clearlake Capital Group, LP, which bid served as the stalking
horse bid, was received prior to the bid deadline.  Accordingly,
the auction scheduled for April 17 was cancelled.

Instead of the auction, the Debtors will ask the Court to approve
the asset purchase agreement with Butterfly Acquisition Co. Inc.,
which offered to pay $18 million and assume certain liabilities,
including cure payments up to an aggregate amount not to exceed $3
million.

The Debtors received informal objections from Canon Financial
Services, Inc., Delta Dental Plan of NJ, Inc., KIR Augusta II LP,
Kimco Baton Rouge 1183, LLC, and Northline Commons LLC; and
several formal objections from, among others, Bawabeh Brothers II,
LLC, Ramco Jacksonville, LLC and Ramco-Gershenson Properties,
L.P., TCCI Broad Street LLC and Glenwood Crossing LLC, and Wells
Fargo Bank, National Association, with respect to the proposed
sale.  These objections will be heard during the sale hearing.

                           Settlement

In addition to approving the sale, Judge Michael Kaplan of the
U.S. Bankruptcy Court in Trenton, N.J., also signed off on a
settlement that allocates the sale proceeds among Ashley Stewart's
objections, Jacqueline Palank, writing for The Wall Street
Journal, reported.


Under the deal, Ashley Stewart will use the sale proceeds to pay
off what the company owes under its $17.5 million bankruptcy loan,
the report further related. The settlement sets out a "waterfall"
scheme to pay the remainder of the sale proceeds out to high-
priority creditors, then the retailer's bondholders and unsecured
creditors.

The settlement arose after unsecured creditors raised objections
to Ashley Stewart's plan to reward 10 executives and managers with
at least $350,000 in bonuses tied to the retailer's sale, the
report added.  The company said the bonuses were necessary to
reward those who have "worked tirelessly" on the company's Chapter
11 case and sale efforts.

                      About Ashley Stewart

The Ashley Stewart name is synonymous with offering women who wear
sizes 12 and up well-made fashionable clothes at affordable
prices.

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

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

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


ASP HHI: Moody's Affirms B2 Corp. Family Rating & Sr. Debt Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of ASP HHI
Acquisition Co., Inc. ("HHI") - Corporate Family Rating at B2 and
Probability of Default Rating at B3-PD -- following the
announcement of a proposed debt funded dividend. In a related
action Moody's affirmed the ratings of the company's senior
secured credit facilities at B2, comprised of a $75 million senior
secured revolver and an upsized $679.5 million senior secured term
loan. Proceeds from the incremental term loan are to be used to
fund a $111.5 million dividend to shareholders and pay related
fees and expenses. This dividend follows the debt funded
shareholder dividend of September 2013. The rating outlook is
stable.

The following ratings were affirmed:

Corporate Family Rating, B2;

Probability of Default, B3-PD;

B2 (LGD3, 34%), for the $75 million senior secured revolver due
2017;

B2 (LGD3, 34%), for the upsized $679.5 million (previously $564.5
million) senior secured term loan due 2018.

Ratings Rationale

The B2 Corporate Family Rating reflects HHI's weakened pro forma
credit metrics following the company's second shareholder dividend
since being acquired by affiliates of American Securities in
October 2012. Moody's estimates that the combined shareholder
dividends will return over 85% of the sponsor's equity investment
contributed in connection with the 2012 leveraged buyout of HHI.
HHI's pro forma LTM debt/EBITDA for year-end 2013 (inclusive of
Moody's standard adjustments) is estimated to be 4.3x, compared to
the actual debt/EBITDA of 3.6x. This pro forma leverage compares
to the pro forma leverage of 4.4x following the September 2013
dividend and incorporates the company's improved year-over-year
performance in the second half of 2013, previously anticipated by
Moody's. Yet, HHI's aggressive shareholder return policy has
resulted in the company's debt balances continuing to increase,
resulting in leverage being maintained at levels close to
previously established trigger for a downward rating action for a
longer period than anticipated. Favorably however, the ratings
benefit from HHI's strong competitive position as a North American
manufacturer of highly engineered forged auto parts, and the
current automotive industry's positive end market demand. As a
result, the company has largely met expected operating performance
when the ratings were initially assigned in September 2012.
Moody's believes that capacity in the North American market for
forged automotive parts remains constrained which should support
the company's competitive position over the intermediate-term.

HHI's stable rating outlook takes into account the company's
extended period of elevated leverage, balanced with the company's
strong market position, success in new business wins, and expected
positive free cash flow generation over the near-term. However,
the company remains highly leveraged well into the recovery of
automobile demand in North America. As such, Moody's continues to
maintain the previously establish downward debt/EBITDA rating
trigger of 4.5x.

HHI is anticipated to have an adequate liquidity profile over the
near-term supported by a $75 million revolving credit facility and
expected free cash flow generation over the next twelve months.
Pro forma for the transaction, the revolving credit facility is
expected to be unfunded with a small amount of letters of credit
outstanding. HHI should continue to generate positive free cash
flow, before consideration of dividends, and after nominal
amortization requirements under the term loan. As such, minimal
revolver usage is expected in the next twelve months, while cash
balances should build from their currently low levels. The
financial maintenance covenants under the amended senior secured
credit facilities are expected to include a total maximum leverage
ratio test, revised to provide additional cushion given the
extended period of elevated leverage. Alternate liquidity is
limited as essentially all of the company's assets secure the bank
credit facilities.

The rating could improve if HHI continues to maintain its strong
niche market position, and participates in a continued recovery in
the automotive and commercial vehicle industries such that EBITA
margins are expected to be maintained above 14%, Debt/EBITDA
approaching 3.0x, and EBITA/Interest approaching 3.5x. Further
customer and industry diversification could also result in
positive ratings momentum.

The outlook or rating could be lowered if North American
automotive production levels decline, resulting in weaker
profitability or a deterioration in liquidity. If operations
weaken or additional shareholder distributions result in
Debt/EBITDA expecting to be sustained at 4.5x or higher, or if
free cash flow generation is not realized, the company's rating
and/or outlook could be lowered.

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

ASP HHI Acquisition Co., Inc. (HHI) headquartered in Royal Oak, MI
is a full service supplier of highly engineered metal forging and
machined components, wheel bearings, and powdered metal engine and
transmission components for automotive and industrial customers.
Operations are conducted through three subsidiaries: Forging
Holdings, LLC, Bearing Holdings, LLC, and Gearing Holdings, LLC.
Revenues for 2013 were approximately $916 million.


BAY CLUB: Plan Provides 60% Recovery to Unsecured Creditors
-----------------------------------------------------------
Bay Club Partners-472, LLC, submitted to the Bankruptcy Court a
Disclosure Statement and Chapter 11 Plan dated April 11, 2014.

Generally, the Plan provides that (a) Legg Mason CDO Real Estate
Capital II, Inc., will be repaid in full with interest by the
third anniversary of the Effective Date; (b) General Unsecured
creditors will be paid 60% of their Allowed Claim within 90 days
of the Effective Date unless any such creditor elects to be repaid
in full with interest within three years of the Effective Date;
(c) all membership interests in Debtor will be retained; and (d)
Debtor will operate in the ordinary course and pay all Creditors
pursuant to the Plan.

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

     http://bankrupt.com/misc/BAYCLUB_116_ds.pdf

                       Case Dismissal Bid

Bankruptcy Judge Randall L. Dunn was slated to convene a final
evidentiary hearing April 23, 2014, at 9:00 a.m., to consider the
motion to dismiss the Chapter 11 case.

Laura J. Walker, Esq., at Cable Huston LLP, on behalf of creditor
Legg Mason Real Estate CDO I, Ltd., sought dismissal of the
Debtor's case, stating that the Debtor's operating agreement
specifically prohibits the Debtor from filing bankruptcy.  Bay
Club Management LLC, the Debtor's manager, was not authorized to
file the bankruptcy petition, because the members did not
unanimously consent to the filing.

On March 6, 2014, Trails Ranch Partners, LLC, the owner of a
membership interest in Bay Club Partners-472, LLC, joined in the
motion to dismiss submitted by Legg Mason.  Trails Ranch said it
did not consent to the filing of the bankruptcy petition.

The Court has said that no discovery planning or discovery plan
discussed in Federal Rules of Civil Procedure 26(f) is required
and the parties may seek discovery at any time permitted by FRCPs
and the Local Bankruptcy Rules as if the discovery conference had
occurred.  The disclosures required by FRCP 26(a)(1) are not
required.  The times for disclosures under FRCP 26(a)(2) and (3)
will be as specified in the rule unless otherwise provided in the
Court's scheduling order.

                       Bankruptcy Schedules

In February 2014, Bay Club Partners filed with the Bankruptcy
Court for the District of Oregon its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property       approx. $27,000,000
  B. Personal Property            $1,247,787
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,913,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $112,770
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $285,314
                                 -----------      -----------
        Total                    $28,247,787      $27,311,084

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/BAYCLUB_39_sal.pdf

                      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 case has been assigned
to Judge Randall L. Dunn.  Attorneys at Tonkon Torp LLP serve as
counsel to the Debtor.

In February 2014, the U.S. Trustee for Region 18 notified the
Bankruptcy Court that it was unable to unable to appoint an
official committee of unsecured creditors in the Chapter 11 case
of Bay Club Partners-472, LLC.  According to the U.S. Trustee,
despite efforts to contact eligible unsecured creditors, it has
not received a sufficient number of creditors willing to serve on
a committee.


BAY CLUB: Tonkon Torp Approved as Bankruptcy Counsel
----------------------------------------------------
The Bankruptcy Court has authorized Bay Club Partners-472, LLC, to
employ Tonkon Torp LLP as counsel.

As reported in the Troubled Company Reporter on Jan. 31, 2014,
Tonkon Torp will advise the Debtor on its debt restructuring and
to render general legal services as needed throughout the course
of the Chapter 11 case, including bankruptcy and restructuring,
corporate, environmental, finance, litigation, real estate,
regulatory, securities, labor, and tax assistance and advice.

Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., attorneys at
Tonkon Torp will have the primary responsibilities in the Chapter
11 case.

The Debtor has agreed to compensate Tonkon Torp on an hourly basis
in accordance with its ordinary and customary hourly rates in
effect on the date services are rendered:

          Attorney Name        Status         Hourly Rate
          -------------        ------         -----------
          Albert N. Kennedy    Partner           $490
          Timothy J. Conway    Partner           $450
          Ava L. Schoen        Associate         $285
          Spencer Fisher       Paralegal         $150
          Larissa Stec         Legal Assistant   $125

The firm can be reached at:

         Albert N. Kennedy, Esq.
         TONKON TORP LLP
         1600 Pioneer Tower
         888 S.W. Fifth Avenue
         Portland, OR 97204
         Direct Dial: (503) 802-2013
         Fax: (503) 972-3713
         E-mail: al.kennedy@tonkon.com

                          About Bay Club

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 disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

In February 2014, the U.S. Trustee for Region 18 notified the
Bankruptcy Court that it was unable to unable to appoint an
official committee of unsecured creditors in the Chapter 11 case
of Bay Club Partners-472, LLC.  According to the U.S. Trustee,
despite efforts to contact eligible unsecured creditors, it has
not received a sufficient number of creditors willing to serve on
a committee.


BEVERLY HILLS BANCORP: April 30 Meeting to Form Creditors' Panel
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 30, 2014, at 10:30 a.m. in
the bankruptcy case of Beverly Hills Bancorp Inc.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 5209
         Wilmington, DE 19801

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

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

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

Beverly Hills Bancorp Inc., former owner of First Bank of Beverly
Hills, filed a petition for Chapter 11 protection (Bankr. D. Del.
Case No. 14-bk-10897) on April 15, 2014, as a forbearance
agreement was expiring in connection with $25.8 million in trust-
preferred securities.  The bank subsidiary was taken over by
regulators in April 2009.  All other subsidiaries are inactive.

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


BRAESIDE MANAGEMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor affiliates that filed for Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     Braeside Management L.L.C.                14-02768
     5460 - 11 Mile Road NE
     Rockford, MI 4934

     Braeside Hills, LLC                       14-02769
     5460 - 11 Mile Road NE
     Rockford, MI 49341

Chapter 11 Petition Date: April 22, 2014

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. Scott W. Dales

Debtors' Counsel: Perry G. Pastula, Esq.
                  DUNN SCHOUTEN & SNOAP PC
                  2745 DeHoop Avenue SW
                  Wyoming, MI 49509
                  Tel: (616) 538-6380
                  Email: bankruptcy@dunnsslaw.com

                                     Estimated     Estimated
                                      Assets         Debts
                                    ----------     ----------
Braeside Management L.L.C.          $500K-$1MM     $1MM-$10MM
Braeside Hills, LLC                 $500K-$1MM     $1MM-$10MM

The petitions were signed by Gregory Holwerda, manager.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petitions.


BUDD COMPANY: Bankruptcy Stays Asbestos Litigation
--------------------------------------------------
Heather Isringhausen Gvillo, writing for Legal Newsline, reported
that defense attorney Edward P. Abbot, Esq., at Hawkins, Parnell,
Thackston & Young filed a Notice of Bankruptcy and Automatic Stay
of Proceedings in the New York City Asbestos Litigation court,
NYCAL, addressing plaintiffs' attorneys who have named The Budd
Company, formerly known as Thyssenkrupp Budd Company, as a
defendant or third-party defendant.

The April 4 notice, the report said, explains that according to
the Bankruptcy Code, automatic stay is imposed for all pending and
future lawsuits against The Budd Company.  "No other or further
action may be taken against the debtor without further relief from
the bankruptcy court, and no judgment may be entered against the
debtor," the notice states.

The report also said the directors of The Budd Company filed a
unanimous written consent in lieu of a meeting.  "Now, therefore,
it is resolved, that in the judgment of the Board of Directors, it
is desirable and in the best interests of the Company, its
creditors, stockholders and other parties in interest, taken as a
whole, that the company file or cause to be filed a voluntary
petition for relief under the provisions of Chapter 11 of Title 11
of the United States Bankruptcy Court for the Northern District of
Illinois."

The report also said Judge Jack Schmetterer scheduled a hearing
for April 22 on setting bar dates for filing of non-administrative
claims and objections to those claims.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.


BUDD COMPANY: May 20 Hearing on Settlement With Parent
------------------------------------------------------
The Bankruptcy Court in Chicago continued to May 20 at 1:30 p.m.
the hearing to consider approval of a settlement of potential
claims against its parent, ThyssenKrupp AG.

Budd Co. filed for chapter 11 bankruptcy protection to seek
approval of the settlement, which would help it address about $1.2
billion in liabilities, mostly owed to former employees.

Charles M. Moore, Chief Restructuring Officer of the Debtor, said
(1) the CRO projects that the Settlement will result in
significant value for Budd's unsecured creditors, perhaps
increasing by 50% their distributions in the Chapter 11 case; and
(2) the vast majority of this benefit (valued to be well in excess
of $114 million) will be realized only if the Settlement
Agreement is approved.

The Settlement Agreement is one of two agreements memorializing a
global settlement between Budd, on the one hand, and Budd's sole
shareholder ThyssenKrupp North America, Inc. -- TKNA -- on behalf
of TKNA and all of its corporate affiliates other than Budd, on
the other hand.  Budd and the Affiliates also are party to an
"Agreement Between The Budd Company, Inc. and ThyssenKrupp North
America, Inc. on Behalf of Itself and Its Corporate Affiliates
Other Than The Budd Company, Inc.", also executed March 26, 2014.

The Settlement was negotiated on behalf of Budd by an independent
CRO and approved by Budd's board of directors, including by the
affirmative vote of Budd's independent director, Charles Sweet.
The Settlement Agreement and the Prepetition Agreement were
negotiated and executed at the same time and in connection with
each other, and provide Budd and its estate with significant
value.  Critically, however, the Prepetition Agreement was not
conditioned upon approval of the Court.

The Prepetition Agreement became effective immediately upon its
execution, provided significant and meaningful consideration to
Budd, and facilitated Budd's commencement of the Chapter 11 Case.
The key benefits of the Settlement memorialized in the Prepetition
Agreement are:

     a. Release of Funds Owed to Budd under the Short
        Term Borrowings

        ThyssenKrupp Finance, USA, Inc. ("TK Finance"),
        an Affilite, released to Budd approximately $390 million
        in cash, constituting amounts owed to Budd under the
        Cash Management Agreement, without exercising any right
        to setoff with respect to claims that TK Finance, or
        other Affiliates, may have against Budd (other than with
        respect to workers' compensation claims).

     b. Assumption of Workers' Compensation Obligations

        TKNA assumed liability for all of Budd's workers'
        compensation liabilities (in connection with the
        assumption, TK Finance reduced the Short Term Borrowings
        remitted to Budd by Budd's book value of workers'
        compensation claims (approximately $4.5 million)).

     c. Amendment of Tax Sharing Agreement

        Budd and certain of its Affiliates amended the Tax
        Sharing Agreement to provide for, among other things,
        an obligation of TKNA to indemnify Budd from all tax
        obligations, including a potential $20 million known
        liability.

     d. Amendment of Services Agreement

        Budd and the Affiliates amended their Services Agreement
        to provide Budd with continued administrative services
        (which are critical to Budd's administration of this
        Chapter 11 Case) for 18 months at no cost.

     e. Transfer of Sponsorship of the Budd 401(k) Plan

        TKNA assumed sponsorship of The Budd Company Preferred
        Savings and Investment Plan

As opposed to the Prepetition Agreement, the Settlement Agreement
will not become effective until and unless it is approved by this
Court.  The key benefits of the Settlement memorialized in the
Settlement Agreement are:

     a. Assumption of Budd's ERISA Qualified Pension Plans

        Within 30 days of the Settlement Agreement becoming
        effective, TKNA will assume sponsorship of and full
        financial responsibility for The Budd Company Pension
        Plan for Executive and Administrative Employees and
        The Budd-UAW Consolidated Retirement Benefit Plan.
        The ERISA Pension Plans are tax qualified and also
        covered by the Pension Benefit Guaranty Corporation
        under the pension insurance program established by
        the Employee Retirement Income Security Act of 1974,
        as amended.  As of Feb. 28, 2014, the ERISA Pension
        Plans had unfunded benefit liabilities of roughly
        $197 million, as calculated on an ongoing basis.

     b. Assumption of the Budd SERP

        Within 30 days of the Settlement Agreement becoming
        effective, TKNA shall assume sponsorship of and full
        financial responsibility for The Budd Company Supplemental
        Pension Plan, for which Budd had an estimated liability of
        approximately $12 million as of Feb. 28, 2014.  The SERP
        is not tax qualified and is not covered by the PBGC.

     c. Cash Consideration

        Within 7 days of the Settlement Agreement becoming
        effective, TKNA shall pay Budd $10.3 million (subject to
        possible reduction for missed minimum funding
        contributions to the ERISA Pension Plans after the
        Petition Date.

     d. Global Release

        Budd will receive a release of all claims and causes of
        action that Affiliates may have against Budd, which
        include known claims potentially worth tens of millions
        of dollars (net of claims Budd may hold against
        Affiliates).

The Debtor said the Settlement Agreement protects all of Budd's
creditors from the dilutive effect the claims that the PBGC (but
for the Settlement Agreement) could assert against Budd upon
termination of the ERISA Pension Plans, which claims would exceed
$394 million. In addition to other benefits of the Settlement
Agreement, the mutual waivers and releases in the Settlement
Agreement provide Budd a net release of tens of millions of
dollars' worth of potential claims against it.  Exchange of the
releases will avoid the potential for long, complex, and expensive
litigation for Budd that (if pursued) almost certainly would lead
to materially lower creditor recoveries. The CRO estimates that
the Settlement in its entirety will increase significantly
recoveries to unsecured creditors, perhaps by 50%.

Budd also noted that if the Settlement Agreement is not approved
and the ERISA Pension Plans are terminated, the PBGC would assert
a claim of approximately $394 million against Budd's estate for
the ERISA Pension Plans' unfunded benefit liabilities, as
calculated on a termination basis, as of July 1, 2013.  The PBGC
uses different actuarial assumptions established under ERISA to
calculate a plan's unfunded benefit liabilities upon termination,
as opposed to as a going concern.  The PBGC would also have
certain other claims against Budd's estate upon a termination of
the ERISA Pension Plans.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.


BUDD COMPANY: Hearing for Retiree Panel Moved to May 20
-------------------------------------------------------
In the Chapter 11 case of The Budd Company, Inc., the Bankruptcy
Court in Chicago continued to May 20 at 1:30 p.m. the hearing to
consider the appointment of a retiree committee.

The Court also continued a status hearing to June 27 at 1:30 p.m.

The Debtor categorized retirees into two groups:

   (a) former employees, or their respective spouses, surviving
spouses, domestic partners, and dependents, who worked in an
employment unit covered by a collective bargaining agreement
and/or a plant closing agreement between the Debtor and the
International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America and its Local Unions ("UAW"); and

   (b) former full-time management and other salaried individuals
who did not work in an employment unit covered by a CBA between
the Debtor and the UAW, and their respective spouses, surviving
spouses, domestic partners, and dependents (the "Non-Union
Retirees").

As of the Petition Date: (a) 4,691, or approximately 80%, of the
retirees were UAW Retirees; and (b) the actuarial value of the
retiree benefits owed to the UAW Retirees was approximately $830.5
million.  In addition, as of the Petition Date: (a) 1,209, or 20%,
of the Retirees were Non-Union Retirees; and (b) the actuarial
value of the Retiree Benefits owed to Non-Union Retirees was
$101.5 million.

At the onset of the bankruptcy case, the Debtor filed a motion for
entry of an order:

  (1) directing the United States Trustee to appoint a
      retirees committee to serve as authorized representative
      for non-union retirees;

  (2) unless the UAW timely confirms that it is the authorized
      representative of the UAW retirees, (i) deeming the UAW
      to have elected not to serve as authorized representative
      of the UAW retirees, (ii) directing the appointment of
      UAW retirees to the retirees committee, and (iii) deeming
      the retirees committee to be the authorized representative
      of the UAW retirees; and

  (3) approving retirees committee selection procedures.

The Debtor said it will continue to honor without interruption
obligations to its retirees in accordance with Section 1114 of the
Bankruptcy Code, and at this time does not expect to modify those
obligations prior to the effective date of a chapter 11 plan.  The
Debtor believes that this is a favorable outcome for retirees, who
will continue to receive benefits uninterrupted while a retirees
committee (expenses of which Budd expects to pay in accordance
with any Court orders) negotiates on their behalf.

By commencing the Chapter 11 case now, while it has $384 million
in cash, the Debtor hopes to provide retirees and other creditors
with significant cash distributions on account of their allowable
claims.  Among other things, this will allow retirees to use that
cash (or any other form of consideration they may receive under a
chapter 11 plan) to make informed decisions about their health
care and retirement.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.


CAROLINA INTERNET: Sanctions Bid Against O'Dell Denied
------------------------------------------------------
Bankruptcy Judge J. Craig Whitley in Charlotte, North Carolina,
granted, in part, and denied, in part, debtor Carolina Internet
Ltd.'s Motion for Sanctions against Brad O'Dell.  As stated on the
record in the hearing on March 6, 2014, Mr. O'Dell is enjoined
from prosecuting the state court action against Carolina Internet;
however, the Court declines the request for sanctions.  Carolina
Internet sought sanctions against Mr. O'Dell for bringing a state
court action.  A copy of the Court's April 18, 2014 Order is
available at http://is.gd/8tnYmTfrom Leagle.com.

Carolina Internet, Ltd., based in Charlotte, North Carolina, filed
for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32461) on
Sept. 23, 2011.  The Debtor is a provider of internet bandwidth
and co-location services from leased premises in Charlotte, North
Carolina.  Approximately 65% of the Debtor's revenue is derived
from a single customer -- Data Conversions, Inc.  The Debtor's
shareholders are Michael C. White (53.3%), Morgan A. Miskell
(23.75%), Frank T. Horan (17.95%), and Charles A. Jones (5%).
Judge J. Craig Whitley presides over the Chapter 11 case.  Richard
M. Mitchell, Esq., at Mitchell & Culp, PLLC, serves as the
Debtor's counsel.  In its petition, the Debtor estimated under
$50,000 in assets and $1 million to $10 million in debts.  The
petition was signed by Morgan Miskell, secretary.


CASH STORE FINANCIAL: FTI Consulting Named as Monitor
-----------------------------------------------------
The Cash Store Financial Services Inc., The Cash Store Inc., TCS
Cash Store Inc., Instaloans Inc., 7252331 Canada Inc., 5515433
Manitoba Inc., 1693926 Alberta Ltd., doing business as "The Title
Store", on April 14 sought and obtained an initial order under the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended, from the Ontario Superior Court of Justice (Commercial
List) at Toronto under court file number CV-14-10518-00CL.

FTI Consulting Canada Inc., has been appointed as CCAA monitor,
and may be reached at:

     FTI Consulting Canada Inc.
     TD South Tower
     79 Wellington Street West
     Suite 2010, PO Box 104
     Toronto, ON M5K 1G8
     Telephone: 416-649-8105
     E-mail: cashstorefinancial@fticonsulting.com

Cash Store enter into a debtor-in-possession financing agreement
pursuant to which up to $20.5 million will be available to the
Company to enable the Company and its affiliates to continue
operations during the CCAA proceedings.  Specifically, $8.5
million will be available to the Company to enable the Company and
its affiliates to continue operations during the CCAA proceedings,
with an option, subject to Court approval, to increase the amount
of such DIP financing up to a total of $20.5 million.

The Ontario Court has approved the financing.

Cash Store Financial has said it is committed to completing the
restructuring process quickly and efficiently. The Company remains
open for business and its branches continue to operate. Daily
lending is continuing in all jurisdictions outside of Ontario.

                   About Cash Store Financial

Headquartered in Edmonton, Alberta, Cash Store Financial Services
Inc. (TSX: CSF) is a lender and broker of short-term advances and
provider of other financial services in Canada. Cash Store
Financial operates 510 branches across Canada under the banners
"Cash Store Financial" and "Instaloans". Cash Store Financial also
operates 27 branches in the United Kingdom.

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

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


CENTRAL FEDERAL: BKD LLP Replaces Crowe Horwath as Accountants
--------------------------------------------------------------
The Board of Directors of Central Federal Corporation, upon the
recommendation of the Audit Committee of the Board of Directors,
approved the engagement of BKD, LLP, to serve as the Company's
independent registered public accounting firm for the year ending
Dec. 31, 2014.  The engagement of BKD resulted from a competitive
request for proposal process undertaken by the Audit Committee
pursuant to which the Audit Committee received proposals from BKD,
Crowe Horwath LLP and one other independent registered public
accounting firm.

During the Company's two most recent years ended Dec. 31, 2013,
and 2012, and the subsequent interim period through April 17,
2014, neither the Company nor anyone on its behalf consulted with
BKD.

On April 17, 2014, the Company, at the direction of the Audit
Committee, notified Crowe that it has been dismissed as the
Company's independent registered public accounting firm effective
as of the completion of the audit of the Company's consolidated
financial statements for the year ending Dec. 31, 2013.

Crowe's reports on the Company's consolidated financial statements
for each of the two most recent years ended Dec. 31, 2013, and
2012, did not contain any adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to
uncertainty, audit scope, or accounting principles.  During the
Company's two most recent years ended Dec. 31, 2013 and 2012, and
the subsequent interim period through April 17, 2014, (i) there
were no disagreements between the Company and Crowe on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Crowe, would have caused
Crowe to make reference to the subject matter of the disagreements
in its report on the consolidated financial statements for such
years, and (ii) there were no "reportable events" as that term is
defined in Item 304 of Regulation S-K.

"We have read the comments made regarding us in Item 4.01 of Form
8-K of Central Federal Corporation dated April 17, 2014, as
contained in the third, fourth and fifth  paragraph of Item 4.01,
and are in agreement with those statements," Crowe said in a
letter addressed to the U.S. Securities and Exchange Commission.

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on Feb. 4, 2014, The Office of the
Comptroller of the Currency has terminated the Cease and Desist
Order against CFBank, a subsidiary of Central Federal Corporation,
effective Jan. 23, 2014.  The CFBank Order has been in place since
May 25, 2011, which was prior to the 2012 capital raise and
recapitalization of Central Federal Corporation and CF Bank by the
current management team and standby investor group led by Timothy
O'Dell (CEO), Thad Perry (President) and Robert Hoeweler
(Chairman).

Central Federal reported a net loss of $918,000 in 2013, a net
loss of $3.76 million in 2012 and a net loss of $5.42 million
in 2011.  As of Dec. 31, 2013, the Company had $255.74 million in
total assets, $232.88 million in total liabilities and $22.86
million in total stockholders' equity.


CHARTER CO: Conglomerate's Downfall Revisited
---------------------------------------------
Mark Basch, contributing writer, and Karen Brune Mathis, managing
editor of the Jacksonville Daily Record, recount the demise of The
Charter Co., once Jacksonville's biggest corporation, which sought
Chapter 11 bankruptcy protection on April 20, 1984.  A full-text
copy of the article is available at http://is.gd/aWRoY3

"It was 30 years ago on Good Friday that the company began to
officially end," according to the article.  "Charter ranked 61st
in the Fortune 500 list of America's largest corporations when it
filed for Chapter 11, based on its 1983 revenue of $5.6 billion."

According to the article, Charter Co, founded by local businessman
Raymond K. Mason, at one time had more than 180 subsidiaries, with
interests including insurance, banking, convenience stores and
popular magazines Redbook and Ladies Home Journal.  It emerged
from bankruptcy in 1987 while selling many of its businesses.

According to the article, under its reorganization plan, Charter
issued stock to creditors to pay off its debts and Cincinnati
financier Carl Lindner acquired a majority of the stock.  Charter
eventually sold off all of its remaining pre-bankruptcy business
interests and used the proceeds to acquire control of Spelling
Entertainment Group Inc., producer of popular 1990s television
series Melrose Place and Beverly Hills 90210 and other programs.
Charter was renamed Spelling Entertainment in 1992.  Spelling was
eventually acquired by Viacom Inc. in 1992.


CHINA NATURAL GAS: Claims Bar Date Moved to May 23
--------------------------------------------------
Bankruptcy Judge Sean H. Lane granted the request of China Natural
Gas, Inc., for extension and modification of the deadline and
procedures for filing proofs of claim.

The Debtor also disclosed in court papers that the Abax entities
has agreed to a 60-day extension of the exclusivity periods.

In November 2013, the Bankruptcy Court established Jan. 6, 2014 as
the claims bar date.  In its request, China Natural Gas asked the
Court to extend that deadline to May 23, 2014, and to provide that
the Amended bar date also serves as deadline for filing proofs of
interest.  The Court, however, ruled that the Amended Bar Date
will not serve as the deadline for the filing of Proofs of
Interest.

In papers filed Feb. 25, the Debtor explained it has been working
towards a consensual plan process and believes that the Abax
entities -- which, along with Lake Street Fund, filed the
involuntary petition as and against the Debtor -- has agreed to a
limited extension of the Debtor's exclusivity periods to file and
solicit acceptances of a bankruptcy exit plan.

An extension of the bar date, the Debtor said, is necessary as the
Debtor had not provided the funds necessary to pay for the
publication costs associated with publishing the bar date notice
in the national editions of USA Today and The Wall Street Journal
within the time frame necessary to comply with the November bar
date order.  The Debtor said it now has the necessary funds to
publish the bar date, and intends to make efforts to publish the
notice.

Abax had objected to the request of the Debtor to extend its
exclusivity periods.

                         About China Natural

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

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

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

China Natural Gas employed Warren Street Global Inc. and
designated J. Gregg Pritchard as chief restructuring officer.  It
employed as bankruptcy counsel:

     SCHIFF HARDIN LLP
     Louis T. DeLucia, Esq.
     Alyson M. Fiedler, Esq.
     666 Fifth Avenue, 17th Floor
     New York, NY 10103
     Tel: 212-753-5000
     Fax: 212-753-5044
     E-mail: ldelucia@schiffhardin.com
             afiedler@schiffhardin.com

As of Sept. 30, 2013, the Company had consolidated assets of
$307,496,948 and liabilities of $87,714,323.


CHINA TELETECH: Swings to $1.9 Million Net Loss in 2013
-------------------------------------------------------
China Teletech Holding, 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 $30.87 million of sales for the year
ended Dec. 31, 2013, as compared with net income of $53,542 on
$26.62 million of sales in 2012.

As of Dec. 31, 2013, the Company had $1.15 million in total
assets, $1.59 million in total liabilities and a $439,187 total
stockholders' deficit.

WWC, P.C., in San Mateo, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013, citing that the Company has incurred
substantial losses which raise substantial doubt about its ability
to continue as a going concern.

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

                        http://is.gd/kCy25x

                       About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., is a
national distributor of prepaid calling cards and integrated
mobile phone handsets and a provider of mobile handset value-added
services.  The Company is an independent qualified corporation
that serves as one of the principal distributors of China Telecom,
China Unicom, and China Mobile products in Guangzhou City.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.


CHRYSLER GROUP: Appeal Court Rules in Favor of Terminated Dealers
-----------------------------------------------------------------
Michaels Law Group disclosed that on April 7, a U.S. Court of
Appeal ruled in favor of scores of Chrysler dealers who were
terminated during Chrysler's 2009 bankruptcy, holding that the
U.S. government may have violated the 5th Amendment.

In June 2009, Chrysler terminated 789 dealers as part of its
bankruptcy reorganization process.  The dealers, many of whom had
been with the manufacturer for generations, were given just 22
days to cease all business operations, leaving many of them with
heavy financial obligations, such as mortgages or leases, that
could not be met.  The terminations were part of the 2008 Troubled
Asset Relief Program (TARP), where the U.S. provided Chrysler with
$12.5 billion in financial assistance.  The dealers were paid
nothing for the loss of their businesses.

In three companion lawsuits filed in Washington D.C., nearly 200
terminated dealers are claiming that the U.S. violated the Takings
Clause of the 5th Amendment by conditioning the receipt of TARP
funds on Chrysler terminating the dealers.

The theory was immediately challenged by the U.S., who claimed
that it was Chrysler, not the U.S., that terminated the dealers;
that the franchises were not "property" that could be taken; and
that the U.S. is insulated from liability because the terminations
were done by the bankruptcy court.  The trial judge rejected these
arguments, leading to an appeal before the U.S. Court of Appeal.

In a 29-page unanimous opinion, the Court of Appeal agreed with
the trial judge that these events could give rise to a violation
of the 5th Amendment.  The court indicated that the dealers may be
making new law, stating that "the facts of this case are unique
and raise issues that have not been decided before."  The court
then remanded the case to the trial court to give the dealers an
opportunity to plead and prove their allegations that the U.S.
coerced Chrysler into terminating the dealers.  The U.S. has 90
days from the date of the decision to petition the U.S. Supreme
Court for review.

"This is a day that should be celebrated by the dealers, their
families, and the population at large," said Jonathan Michaels of
Michaels Law Group, the attorney for the dealers in Spitzer Motor
City v. U.S., Case No. 12-900 L.  "There can be nothing more un-
American than the government orchestrating the taking of your
livelihood on 22 days' notice, and then disavowing any
responsibility for having done so," said Mr. Michaels.  "Now,
those dealers -- those families -- have an opportunity to be
heard.  This is a win for every business owner in America."

                      About Michaels Law Group

Located in Newport Beach, California, Michaels Law Group is a full
service business law firm, focusing on the automotive industry.
Michaels Law Group has litigated cases against nearly every major
automotive manufacturer, and is counsel on two class action cases
against General Motors for the ignition switch recall.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.


CHRYSLER LLC: Threatened by Logistics Services Provider in 2009
---------------------------------------------------------------
Documents in a complaint pending before the federal District Court
for the Eastern District of Michigan reveal that logistics
services provider, syncreon Inc., met with then-bankrupt automaker
Chrysler LLC in May 2009 and threatened that if Chrysler did not
comply with its terms, syncreon would put its unit, syncreon.US,
into bankruptcy and interfere with Chrysler's ability to
reorganize under Chapter 11.  Chrysler could not exit
reorganization if syncreon.US filed bankruptcy, the documents
said.

Chryler was the largest client of WilLan, which was formed by
Willie Lanier, two other minorities, and syncreon Inc.  Chryler
accounted for more than 90% of syncreon.US's revenue.  When it
filed for bankruptcy, Chrysler owed syncreon.US more than
$7,000,000.  Because of Chrysler's bankruptcy, syncreon.US's cash
flow was reduced.

Mr. Lanier had sued syncreon and Brian Enright for fraud.  He
alleged that the Defendants duped him into signing a Share
Purchase Agreement requiring him to sell his shares and resign as
Director and CEO of syncreon.US.  The Defendants are syncreon
Holdings, Ltd., syncreon Holdings, Inc., and Mr. Enright.
syncreon Holdings is the holding company of all syncreon entities;
Mr. Enright is the CEO of all syncreon entities.  Mr. Lanier said
the Defendants' ploy included: (1) withdrawing many assets from
syncreon.US; (2) concealing pertinent financial information; (3)
presenting misleading data; (4) causing him to believe that the
company had no value; (5) forcing a low sale; and (6) driving him
out of the company.

This revelation involving Chrysler was recounted in a court order
issued by District Judge Victoria A. Roberts on April 17, 2014, in
the action.  According to the order:

     -- Mr. Lanier says that on May 19, 2009, a Board meeting was
held for syncreon.US; syncreon says these meeting minutes are
lost.  Mr. Lanier says that he was not told that syncreon intended
to meet with Chrysler and would seek to transfer some of
Chrysler's contracts from syncreon.US. At oral argument, the
Defendants say that they held this meeting because Chrysler wanted
to transfer contracts from syncreon.US.  Mr. Lanier argued at the
hearing that Chrysler only considered transferring contracts from
syncreon.US because Mr. Enright threatened to bankrupt
syncreon.US.  Mr. Lanier says the threat caused Chrysler to move
business from syncreon.US because, if syncreon.US went into
bankruptcy, Chrysler could not exit its own reorganization.

     -- On May 20, 2009, syncreon met with Chrysler to discuss
payment. The next day, an estimate of Chrysler's standing was
provided to syncreon Ltd.'s Board; it was that Chrysler planned to
exit reorganization within two weeks.  Mr. Lanier was not provided
the financial information, nor was he told about the meetings.

     -- On May 27, 2009, Mr. Enright and others from syncreon met
with Chrysler again.  At this meeting, syncreon instructed that if
Chrysler did not comply with its terms, syncreon would put
syncreon.US into bankruptcy and interfere with Chrysler's ability
to reorganize under Chapter 11.  Chrysler could not exit
reorganization if syncreon.US filed bankruptcy.  Again, Mr. Lanier
was not aware of this meeting or the content of discussion prior
to.

A copy of Judge Roberts' April 17, 2014 Order is available at
http://is.gd/zN2pBBfrom Leagle.com.

Willie E. Lanier, Sr., is represented by David B. Fawcett, Esq.,
Thomas M. Pohl, Esq., and Cynthia E. Kernick, Esq., at Reed Smith
LLP.

Syncreon Holdings Ltd., its affiliates and Brian Enright are
represented by Anne Owings Ford, Esq., John E. Benko, Esq.,
Michael G. Latiff, Esq., and Timothy J. Lowe, Esq., at McDonald
Hopkins PLC.

                          About Chrysler

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.


COTTONSMITH LLC: Fred Kayne Wins Dismissal of Chapter 11 Case
-------------------------------------------------------------
In the Chapter 11 cases of Raphael Mense and Cottonsmith, LLC,
Bankruptcy Judge Peter H. Carroll in Los Angeles, granted two
motions filed by creditor Fred Kayne:

     (1) Motion by Judgment Creditor Fred Kayne for Relief
         from the Automatic Stay under 11 U.S.C. Sec. 362; and

     (2) Motion by Judgment Creditor Fred Kayne for Entry of
         Order Dismissing Debtors' Chapter 11 Cases

Mense is the managing member of Cottonsmith, and owns 90% of the
outstanding shares of the corporation.  The remaining 10% of
Cottonsmith is owned by the Fred and Lenore Kayne Family Trust.

Prior to July 2011, Cottonsmith was in the business of
manufacturing and importing so-called 'blank' tee shirts for sale
to customers who dye and/or screen print them according to
customer specifications.

Mr. Kayne was also the majority owner of Cottonsmith's primary
customer, Fortune Fashion Industries, LLC.  Pursuant to an
agreement between the parties, Mr. Kayne advanced $750,000 from
the Trust to Cottonsmith in approximately September 2010, to be
used solely for the purpose of purchasing fabric to fulfill FFI's
orders. The advance was to be repaid by proceeds from the sale of
the fabric or tee shirts made by FFI with the fabric. By July
2011, however, Cottonsmith had ceased doing business and had
liquidated its assets.  Mr. Kayne demanded that Cottonsmith repay
the advance and disburse his capital account at Cottonsmith which
at the time was in excess of $700,000.  Cottonsmith refused.

On Aug. 24, 2011, Mr. Kayne filed a complaint against Mense and
Cottonsmith in Case No. BC468228, Kayne v. Mense, et al., in the
Superior Court of California, County of Los Angeles, seeking,
among other things, damages for alleged breach of contract, breach
of fiduciary duty, and treble damages under Cal. Penal Code Sec.
496(c).  On June 12, 2013, following a four-week trial, Mr. Kayne
obtained a jury verdict against Mr. Mense and Cottonsmith on all
counts. The next day, the jury awarded Mr. Kayne punitive damages
against Mr. Mense in the amount of $750,000. After seven months of
haggling over the form and substance of the judgment, a Third
Amended Judgment was entered in the state court action on January
27, 2014, awarding (1) judgment for Mr. Kayne against Mr. Mense
and Cottonsmith, jointly and severally, the sum of $2,997,698,
plus prejudgment interest of $132,227; and (2) judgment for Mr.
Kayne against Mr. Mense in the amount of $750,000, plus
prejudgment interest of $35,881.  Five days before entry of the
judgment, however, Mr. Mense and Cottonsmith filed their
respective bankruptcy petitions.

Cottonsmith filed a voluntary petition under chapter 11 (Bankr.
C.D. Cal. Case No. 2:14-bk-11194-PC) on Jan. 22, 2014.  On the
same day, Mr. Mense filed a voluntary petition under chapter 11
(Bankr. C.D. Cal. Case No. 2:14-bk-11195-PC).  On Feb. 19, 2014,
the court entered an order directing joint administration of the
Cottonsmith and Mense cases under Case No. 2:14-bk-11195-PC.

A copy of the Court's April 15, 2014 Memorandum Decision is
available at http://is.gd/Tu22qpfrom Leagle.com.


DAVID EFRON: Case Dismissed for Failure to Make DSO Payments
------------------------------------------------------------
Puerto Rico Bankruptcy Judge Mildred Caban Flores abstained from
hearing, and dismissed, the Chapter 11 case of David Efron for
failure to pay post-petition domestic support obligations.  The
Court said the case is essentially a two-party dispute regarding
the division of marital property and therefore serves no
bankruptcy purpose.  A copy of the Court's April 17, 2014 Opinion
and Order is available at http://is.gd/avIcu5from Leagle.com.

Mr. Efron and Madeline Candelario were married until a divorce
judgment was issued by the Commonwealth of Puerto Rico, Court of
First Instance, San Juan Part, on May 3, 2001.  The local court
ordered the Debtor, who controls the assets, to pay a monthly sum
of $50,000 to Ms. Candelario as an advance of her participation in
the division of the marital property in order for her to support
herself until the proceedings finalized.  For the past 13 years,
Debtor and Ms. Candelario have engaged in fierce litigation that
is still on-going with regards to the division of marital property
and the order mandating $50,000 monthly payments to Mr.
Candelario.  On March 25, 2011, almost 10 years after the divorce
judgment, the Debtor filed for Chapter 11 bankruptcy protection
(Bankr. D. P.R. Case No. Case No. 11-2466), mainly to stay the
order of execution to enforce the $50,000 monthly payment imposed
by the local court and to stay the division case.


DETROIT, MI: Plan Confirmation Date Further Pushed Back
-------------------------------------------------------
Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, on Monday, issued a
fourth order establishing procedures, deadlines and hearing dates
relating to the City of Detroit's plan of adjustment and
accompanying disclosure statement.

The order scheduled July 24, 2014, as the date for the
commencement of the hearing on plan confirmation.  The plan
confirmation hearing was previously scheduled to begin July 16.
Additional confirmation hearing dates, as necessary, will be July
25, July 28-31, August 4-8, and August 11-15.  A final pretrial
conference on plan confirmation is set for July 23.

Before the July confirmation hearing, Judge Rhodes will hold
status conferences regarding the plan confirmation process on
May 15, June 16, and July 14.  Currently, numerous objections to
the disclosure statement explaining the plan are still pouring in.
The City has until April 25 to file an amended disclosure
statement incorporating the suggestions and rulings that the Court
made at the hearing on April 17, and including any additional
agreements reached with creditor representatives.  April 28 will
be the date of the hearing on the final approval of the disclosure
statement.

Before the April 17 hearing, the Debtors revised its plan to,
among other things, provide that the Detroit Water and Sewerage
Department will market $150 million of new-money sewer bonds in
June.  The Second Amended Plan also provides that the City will
also consummate the settlement, which calls for (1) the Unlimited
Tax General Obligation Bond Claims to be deemed Allowed in the
amount of $388,000,000; and (2) the issuance by the Municipal
Finance Authority of the Restructured UTGO Bonds.  The Amended
Plan provides that the State of Michigan's contribution equal to
the net present value of $350 million is conditioned upon, among
other things, the Confirmation Order becoming a Final Order no
later than September 30, 2014, and the occurrence of the Effective
Date no later than December 31, 2014.  A blacklined version of the
Second Amended Plan, dated April 16, is available at
http://bankrupt.com/misc/DETROITplan0416.pdf

The City said in court papers that the revisions in the Disclosure
Statement were the result of multiple multi-hour "meet and confer"
conference calls and informal communications with various
objectors.  During the April 17 hearing, Judge Rhodes overruled
objections to the Disclosure Statement but expressed his concern
that the City will have difficulty proving the Plan is feasible
absent a commitment from the mayor and city council, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported.

To aid in the confirmation of the Plan, Judge Rhodes has issued
orders appointing: (i) Martha M. Kopacz --
mkopacz@phoenixmanagement.com -- of Phoenix Management Services,
to investigate and reach a conclusion on whether the City's plan
is feasible as required by Section 943(b)(7) of the Bankruptcy
Code, and whether the assumptions that underlie the City's cash
flow projections and forecasts regarding its revenues, expenses
and plan payments are reasonable; and (ii) Richard Ravitch, as the
Court's consultant on issues of municipal finance and viability.

Moreover, the court-appointed mediator, Judge Gerald E. Rosen,
confirmed that Milliman, independent actuaries for the City, will
continue to provide actuarial data to the independent actuaries of
the General Retirement System of the City and the Police and Fire
Retirement System of the City (Gabriel Roeder Smith & Company) and
to the Official Committee of Retirees (The Segal Company).  Judge
Rosen has been named mediator since August of last year to serve
as an authoritative voice for compromise in the contentious,
messy, and the biggest-ever municipal bankruptcy filing in U.S.
history.  Judge Rosen has mediated numerous issues in the Chapter
9 case, including issues relating to pension and retirees. In the
coming days, Judge Rosen will mediate all issues relating to the
Department of Water and Sewage and counties, including Wayne
County, to offer the parties to negotiate what Judge Rhodes termed
as a "unique opportunity to negotiate a regional water authority."

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DEWEY & LEBOEUF: Sitrick Sued Over Preferential Transfers
---------------------------------------------------------
Greg Hazley, writing for O'Dwyer's PR News, reported that Alan
Jacobs, the liquidation trustee for defunct law firm Dewey &
LeBoeuf, filed a lawsuit on April 17 against Sitrick Brincko Group
to recover more than $205,000 in payments that were made within 90
days of Dewey & LeBoeuf's Chapter 11 filing.  Mr. Jacobs contends
that the payments enabled Sitrick to receive more funds than the
firm would have been paid as part of an unsecured debt in
bankruptcy.  Dewey & LeBoeuf hired Sitrick as media swarmed around
its financial woes in March 2012.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DMW MARINE: Bankr. Judge Seeks Dist. Court Guidance on Lawsuit
--------------------------------------------------------------
Bankruptcy Judge Eric L. Frank declined to dismiss the complaint,
MICHAEL H. KALINER, Trustee of the Estate of DMW Marine, LLC,
Plaintiff, v. MICHAEL ANTONOPLOS, Defendant, Adv. Proc. No. 13-
0290 (Bankr. E.D. Pa.).

"Due to the unusual circumstances presented, I will not dismiss
this adversary proceeding for lack of jurisdiction.  Rather, I
will defer in favor of the District Court, allowing the District
Court to make the ultimate decision regarding the proper
disposition of this matter," Judge Frank said.

To accomplish this, Judge Frank said he will submit a Report and
Recommendation to the District Court requesting that it determine
whether (1) the reference of the adversary proceeding should be
withdrawn from the bankruptcy court so that the adversary
proceeding may be litigated in the District Court; or (2) the
Trustee should be authorized to prosecute his claims in the
bankruptcy court; or (3) the bankruptcy court should be directed
to grant the Motion and dismiss this adversary proceeding.

"Pending receipt of instructions from the District Court, I will
place the adversary proceeding in suspense," the judge said.

For 16 months prior to its May 17, 2010 bankruptcy filing, DMW
Marine, LLC operated under the auspices of a federal receiver,
Michael Antonoplos.  The Receiver was appointed by the U.S.
District Court for the Eastern District of Pennsylvania in
connection with the action, Klein v. Weidner, No. 08-cv-3798, a
dispute between the Debtor's principal, Douglas Weidner and his
former spouse, Deborah Klein.

Almost two years after the bankruptcy filing, on May 16, 2013, the
chapter 7 trustee, Michael Kaliner initiated the adversary
proceeding against the Receiver, asserting claims for negligence;
breach of fiduciary duty; avoidance and recovery of a preferential
transfer pursuant to 11 U.S.C. Sections 547, 550; avoidance of a
fraudulent transfer pursuant to 11 U.S.C. Sections 548(a)(1)(A),
548(a)(1)(B), 544(b) and 550.

The Receiver has filed a motion to dismiss this adversary
proceeding for lack of subject matter jurisdiction pursuant to
Fed. R. Civ. P. 12(b)(1) (incorporated by reference by Fed. R.
Bankr. P. 7012).

A copy of the Court's April 22, 2014 Opinion is available at
http://is.gd/fZ5ACofrom Leagle.com.


DOUGLAS HEITMEIER: Dist. Court Affirms Order Granting Stay Relief
-----------------------------------------------------------------
District Judge Martin L. C. Feldman affirmed the order of the
Bankruptcy Court lifting the automatic stay in Douglas Heitmeier's
Chapter 11 case.

Douglas Heitmeier filed for Chapter 11 bankruptcy (Bankr. E.D. La.
Case No. 13-11320) on May 13, 2013.  The case was recently
converted to Chapter 7.

Whitney Bank is a creditor, secured by two parcels of land located
at 201 and 202 County Farm Road, Lumberton, Mississippi. On July
10, 2013, Whitney Bank filed a motion for relief from the
automatic stay.  On Oct. 18, 2013, the bankruptcy court granted
the motion, finding that Mr. Heitmeier has no equity in the
properties and that they are not needed for an effective
reorganization.

Mr. Heitmeier appeals to the District Court.  Whitney Bank moves
to dismiss the appeal and to strike certain portions of Mr.
Heitmeier's designation of items to be included on appeal.

Judge Feldman, however, denied Whitney Bank's motions to dismiss
the appeal and to strike portions of Mr. Heitmeier's designation
of items to be included on appeal.

Douglas Joseph Heitmeier is represented by Mary S. McPherson,
Esq., at McPherson & McPherson.

Whitney Bank is represented by:

     William Thomas Finn, Esq.
     Leann Opotowsky Moses, Esq.
     CARVER, DARDEN, KORETZKY, TESSIER, FINN, BLOSSMAN
        & AREAUX LLC
     1100 Poydras Street Suite 3100
     New Orleans, LA  70163
     Tel: (504) 585-3808
     E-mail: finn@carverdarden.com
             moses@carverdarden.com

A copy of the Court's April 16 Order and Reasons is available at
http://is.gd/lvRKDwfrom Leagle.com.


DREIER LLP: Committee Resolves Dispute With Former NTC Directors
----------------------------------------------------------------
Dreier LLP's official committee of unsecured creditors entered
into a deal that would resolve its dispute with former directors
of NCT Group, Inc.

Under the settlement, the NCT directors will pay $41,000 to settle
Dreier's claims tied to its account receivable.  In return, the
unsecured creditors' committee will drop the case it filed against
the NCT directors in U.S. Bankruptcy Court for the Southern
District of New York for unjust enrichment and breach of contract.

The unsecured creditors' committee is allowed to pursue the
collection of Dreier's account receivable pursuant to an earlier
agreement, which authorized the law firm's Chapter 11 trustee to
use its cash collateral.  The agreement provides for the trustee's
assignment to the committee of her "right to pursue and collect"
with respect to the accounts receivable.

A full-text copy of the settlement agreement can be accessed for
free at http://is.gd/47JCPZ

               About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Diamond McCarthy LLP.  Dickstein Shapiro LLP is the
trustee's special trial counsel.

Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier
pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


EASTCOAL INC: Creditors Approve Proposal Under BIA
--------------------------------------------------
EastCoal Inc. on April 23 disclosed that the Company's proposal to
its creditors pursuant to the Bankruptcy and Insolvency Act
(Canada) was unanimously approved by the creditors voting in
person and by voting letter at the meeting of creditors held on
April 22, 2014.

Pursuant to the requirements of the BIA, the proposal trustee,
Deloitte Restructuring Inc. and the Company intend to seek an
order from the Supreme Court of British Columbia approving the
Proposal.  Implementation of the Proposal is subject to receipt of
the Order and to satisfaction or waiver of certain other
conditions precedent set forth in the Proposal.

Assuming satisfaction or waiver of the conditions within the
expected time frames, the Company anticipates implementing the
Proposal in June 2014.

The board of directors of the Company has decided to proceed with
the Proposal in order to allow the Company to continue as a going
concern while maximizing realizations to unsecured creditors as
compared to a bankruptcy of the Company.

In connection with the Proposal, the Company has entered into
conditional share subscription agreements with a group of
investors.  This group of investors includes Abraham Jonker and
John Conlon (both of whom are directors of the Company) and Salida
Capital International Ltd. (who is an insider of the Company and
its largest shareholder).  Subject to the conditions precedent
described above, such investors will acquire, on a private
placement basis, approximately a 95% of the Company's issued and
outstanding share capital on payment of an amount not less than
$700,000.

Following the closing of the Proposal, the following insiders are
expected to own or control the following percentages of the
Company's issued and outstanding share capital:

        1.  Abraham Jonker - 6.6%;
        2.  John Conlon - 13.4%; and
        3.  Salida Capital International - 19.9%.

Because the Proposal involves the issuance of shares to certain
insiders of the Company, the Proposal will be a "related party
transactions" within the meaning of Multilateral Instrument 61-101
which is incorporated into rules of the NEX Exchange through the
TSX Venture Exchange Policy 5.9.

In conducting their review and approval process with respect to
the Proposal and the proposed issuance of the shares, the board of
directors of the Company determined that the distribution of an
information circular to shareholders, the preparation and
distribution of a formal valuation and the seeking of shareholder
approval for, and in connection with, the Proposal and the
proposed issuance of shares is not necessary under MI 61-101
because:

        1.  for the purposes of Section 5.5(f) of MI 61-101 the
Proposal is to be effected under bankruptcy law and the Supreme
Court of British Columbia will be informed of the formal valuation
requirement of MI 61-101, and on that basis the Proposal and the
proposed issuance of the shares fall within an exemption from the
formal valuation requirement of Section 5.4 of MI 61-101; and

        2.  for the purposes of Section 5.7(1)(d) of MI 61-101 the
Proposal is to be effected under bankruptcy law and the Supreme
Court of British Columbia will be informed of the minority
approval requirement of MI 61-101, and on that basis the Proposal
and the proposed issuance of the shares fall within an exemption
to the minority shareholder approval requirement of Section 5.6 of
MI 61-101.

The shares (when issued pursuant to the Proposal) will be subject
to a four month hold period.

In connection with the Proposal, the Company will also be
proceeding with a share consolidation of its issued and
outstanding common shares subject to the receipt of the Order.

The consolidation is expected to be effective after the Proposal
has been completed.  The consolidation is proposed to be on a
ratio of ten (10) pre-consolidation common shares to one (1) post-
consolidation common shares, consolidating the Company's
72,804,853 issued and outstanding common shares to 7,280,485
common shares following the consolidation.

Inquiries regarding the Proposal and the BIA proceeding should be
directed to the Proposal Trustee (Paul Chambers +1 604 640 3368).
A copy of the Proposal is available on the website of the Proposal
Trustee at www.deloitte.com/ca/eastcoal

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


EGPI FIRECREEK: Warns News on Marijuana Medical Division False
--------------------------------------------------------------
EGPI Firecreek, Inc., has recently identified a press release
dated April 21, 2014, regarding EGPI Firecreek, Inc., initiating a
newly created medical division to service the medical marijuana
industry.  This release was put out by an unknown third party
and/or persons not related to the Company.

The Company states that the purported medical division related to
servicing the multibillion dollar marijuana industry was never
written or authorized to be written by the Company, and should be
considered false and misleading.

The Company has also identified a false web site creation:
http://www.egpimedical.com/and two email accounts:
info@egpimedical.com  and egpimedical@gmail.com which the Company
said it did not authorize and has absolutely no affiliation with.

The Company has reported this activity to various agencies
including the FBI and investors should be warned that any
reference to a medical division for EGPI Firecreek, Inc., is
false.

"While the Company is currently exploring various business
ventures, any and all public dissemination of any news, can only
be deemed credible when it is coming directly from the Company and
the distribution source is from a credible national distributor of
news and press releases," the Company said.

                        About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

EGPI Firecreek disclosed a net loss of $6.08 million on $124,157
of total revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $4.97 million on $293,712 of total revenue for
the year ended Dec. 31, 2011.  The Company's balance sheet at
March 31, 2013, showed $1.31 million in total assets, $6.92
million in total liabilities, all current, $1.86 million in series
D preferred stock, and a $7.48 million total shareholders'
deficit.

M&K CPAS, PLLC, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that he Company has suffered
recurring losses and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.


ENNIS COMMERCIAL: Plan Administrator Taps Paccom Realty as Broker
-----------------------------------------------------------------
David Stapleton, the Plan Administrator of Ben A. Ennis, asks the
Hon. Fredrick Clement of the U.S. Bankruptcy Court for the Eastern
District of California for authority to employ Paccom Realty
Advisor Inc., dba Cushman and Wakefield Pacific, as real estate
broker.

The firm will provide Mr. Stapleton with assistance in selling the
Debtor's real properties that are located in Bakersfield in the
post-confirmation phase of the Chapter 11 case and in the
execution of Mr. Stapleton's duties under the Debtor's liquidation
plan dated Dec. 14, 2012.  The real properties are:

  -- 5220 Stockdale Highway, Bakersfield, California;
  -- 5656 California Avenue, Bakersfield, California;
  -- 3450 Seine Road, Bakersfield, California; and
  -- 3990 Gosford, Bakersfield, California.

The firm will be paid for its services a commission in the amount
of either 5% commission without cooperating broker and a 6%
commission with a cooperating broker of the total purchase prices
of the Debtor's real properties, or 4% commission without
cooperating broker and a 5% commission with a cooperating broker
of the total purchase prices of the Debtor's real properties.  The
firm will also be paid directly from escrow as the sale of each
real property closes.

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

                       About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC's
business consists of acquiring raw land and building commercial
developments.  The Company then either operates or sells the
commercial buildings comprising the commercial development.

ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal
shares.  On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred
all of their ownership interests in ECP to Ben Ennis.  ECP filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No.
10-12709) on March 16, 2010.

Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law
Offices of Peter L. Fear, in Fresno, Calif., represent ECP as
counsel.  No creditors committee has been formed in the case.
In its schedules, the Debtor disclosed $40,878,319 in assets and
$43,922,485 in liabilities.

Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D.
Calif. Case No. 10-62315) on Oct. 25, 2010.

On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee
in the Benn Ennis bankruptcy.  Consequently, the Chapter 11
Trustee stands in the shoes of Ben Ennis, and holds all of the
membership interests in ECP and controls it accordingly.  Justin
D. Harris, Esq., at Motschiedler, Michaelides, Wishon, Brewer &
Ryan, LLP, in Fresno, represents the Chapter 11 Trustee as
counsel.

The plan of reorganization proposed by secured creditor Wells
Fargo Bank for Ben Ellis was confirmed on June 27, 2013.
David Stapleton was named plan administrator.


ENNIS COMMERCIAL: Plan Administrator Hires Leasing Agent
--------------------------------------------------------
David Stapleton, the Plan Administrator of Ben A. Ennis, asks the
Hon. Fredrick Clement of the U.S. Bankruptcy Court for the Eastern
District of California for authority to employ The Stapleton Group
as leasing agent for these properties:

  -- 5656 California Avenue, Bakersfield, California; and
  -- 4743 Belmont Avenue, Fresno, California.

The firm will assist Mr. Stapleton in connection with the leasing
of the two properties belong to the estate until the properties
are liquidated.  The firm is expected to:

  -- pre-negotiate preparations such as meeting with the county,
     government or corporate officials, preparing letters of
     intent, preparing proposals for improvements and suggested
     rental value;

  -- negotiate and draft of lease terms; and

  -- consummate each of the lease.

The firm will be paid 2% of the total lease value for each
government lease and 3% of the total lease value for each
corporate lease, plus expenses.

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

                       About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC's
business consists of acquiring raw land and building commercial
developments.  The Company then either operates or sells the
commercial buildings comprising the commercial development.

ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal
shares.  On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred
all of their ownership interests in ECP to Ben Ennis.  ECP filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No.
10-12709) on March 16, 2010.

Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law
Offices of Peter L. Fear, in Fresno, Calif., represent ECP as
counsel.  No creditors committee has been formed in the case.
In its schedules, the Debtor disclosed $40,878,319 in assets and
$43,922,485 in liabilities.

Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D.
Calif. Case No. 10-62315) on Oct. 25, 2010.

On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee
in the Benn Ennis bankruptcy.  Consequently, the Chapter 11
Trustee stands in the shoes of Ben Ennis, and holds all of the
membership interests in ECP and controls it accordingly.  Justin
D. Harris, Esq., at Motschiedler, Michaelides, Wishon, Brewer &
Ryan, LLP, in Fresno, represents the Chapter 11 Trustee as
counsel.

The plan of reorganization proposed by secured creditor Wells
Fargo Bank for Ben Ellis was confirmed on June 27, 2013.
David Stapleton was named plan administrator.


ENTERTAINMENT GAMING: Gets NASDAQ Listing Non-Compliance Notice
---------------------------------------------------------------
Entertainment Gaming Asia Inc., a gaming company focused on
emerging gaming markets in Pan-Asia, on April 23 disclosed that on
April 17, 2014, the Company received a notice from The NASDAQ
Stock Market LLC indicating that it is not in compliance with the
minimum bid price requirement for continued listing set forth in
Listing Rule 5550(a)(2), which requires listed securities to
maintain a minimum bid price of $1.00 per share.

The Company will work to regain listing compliance and believes
that it has options available to ensure continued listing on
NASDAQ. Management and the Board of Directors are evaluating these
options to determine the optimal course of action.  As of
April 22, the closing bid price of the Company?s shares was $0.87,
and it will actively monitor the performance of the stock with
respect to the listing standards.

According to the Notice, the Company has been given a grace period
of 180 calendar days, until October 14, 2014, to regain compliance
with the minimum bid price requirement.  If at any time during the
180-day grace period, the minimum closing bid price per share of
the Company?s common stock closes at or above $1.00 for a period
of ten consecutive business days, the Company will regain
compliance and the matter will be closed.  In the event the
Company does not regain compliance within this grace period, it
may be eligible to receive an additional 180-day grace period,
provided that it meets the continued listing requirement for
market value of publicly held shares and all other initial listing
standards for The NASDAQ Capital Market, with the exception of the
minimum bid price requirement, and provides written notice of its
intention to cure the minimum bid price deficiency during the
second 180-day grace period.  If the Company fails to regain
compliance after the second 180-day grace period, the Company?s
common stock will be subject to delisting by NASDAQ.

During the initial 180-calendar day grace period and, potentially
the additional 180-calendar day grace period, the Company?s common
stock will continue to trade on The NASDAQ Capital Market under
the symbol "EGT".  Therefore, the Notice has no immediate impact
on the listing of the Company?s common stock.

               About Entertainment Gaming Asia Inc.

Entertainment Gaming Asia Inc. -- http://www.EGT-Group.com-- is a
gaming company in Pan-Asia engaged in the development and
operation of casinos and gaming venues in the Indo-China region
under its ?Dreamworld? brand as well as the leasing of electronic
gaming machines on a revenue sharing basis to the gaming industry.
The Company also manufactures and sells RFID and traditional
gaming chips and plaques to major casinos under its ?Dolphin?
brand.


EXIDE TECHNOLOGIES: Can Hire King & Spalding as Antitrust Counsel
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Exide Technologies to employ King &
Spalding LLP as special antitrust counsel after the Official
Committee of Unsecured Creditors withdrew its objection to the
employment application.

In a court filing dated March 25, 2014, Erin R. Fay, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, the attorney for the
Committee, stated that K&S has certain conflicts of interest that
must disable it from conducting certain portions of the joint
investigation.

The firm will be paid the following hourly rates:

  Wendy Huang Waszmer            $685
  Partners                       $480 - $1,150
  Counsels and Senior Attorneys  $360 - $1,085
  Associates                     $295 - $765
  Paraprofessionals              $160 - $326

                  About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Panel Can Hire Unnamed Economic Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Exide Technologies to retain a firm to provide
economic consulting services.

As reported in the Troubled Company Reporter on Feb. 3, 2014,
specifically, the firm will assist the Committee's counsel in its
investigation of potential causes of action that the Debtors'
estate may hold relating to potential price manipulation,
including but not limited to price-fixing and price stabilization
in the lead market by, among others, the London Market Exchange,
Ltd. and large metal warehousing companies, and to assess the
damages that the Debtor may have suffered as a result.

The Committee also sought authority not to reveal the identity of
the consulting firm, as well as the details of the services to be
performed by the firm as disclosure of such may require the
disclosure of privileged information or confidential litigation
strategy.

The firm will be paid $575 to $1,000 for partners, $450 to $600
for principals, $400 to $500 for managers, $350 to $600 for senior
economists, $340 to $400 for senior consultants, $325 to $375 for
economists, $300 to $350 for consultant II, $280 for consultant I,
$200 to $275 for project coordinators, $175 to $200 for project
assistants, and $175 for research assistants.  The firm will also
be reimbursed for any necessary out-of-pocket expenses.

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

The Committee is represented by Robert J. Dehney, Esq., Eric D.
Schwartz, Esq., Erin R. Fay, Esq., and Justin Kirk Houser, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware;
and Kenneth A. Rosen, Esq., Sharon L. Levine, Esq., and Gerald C.
Bender, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey.

                  About Exide Technologies

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

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

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

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

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

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

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


EVENT RENTALS: Apollo Has Winning Bid for Classic Party Rentals
---------------------------------------------------------------
Classic Party Rentals on April 22 disclosed that funds managed by
Apollo Global Management, LLC submitted the winning offer to
acquire substantially all of the business of Event Rentals, Inc.
and its subsidiaries, d/b/a Classic Party Rentals at the April 21
auction.  The acquisition is subject to the execution of an asset
purchase agreement and approval by the United States Bankruptcy
Court for the District of Delaware.

"We are incredibly pleased with the outcome of this process and
the acquisition offer by Apollo," said Jeff Black, Classic Party
Rental's President and Chief Executive Officer.  "Apollo is a
powerful partner for Classic and has a strong understanding of our
business and strategic vision.  We appreciate the support that our
lenders have provided through this process and for this
transaction with Apollo.  We believe this offer is the best
outcome for Classic and all of our stakeholders."

   Plan to Maintain and Strengthen Industry Leading Services

Mr. Black continued, "We are confident that this transaction will
position Classic to continue leading the industry in providing
innovative and flawlessly executed event services through our
national footprint.  As we have proceeded through this sale
transaction and filing process, we have already accelerated and
increased our investment in our business and in refreshing our
inventory to better serve our clients.  We look forward to a
financially stronger future and to further expanding our ability
to deliver even more creative and elaborate events with Apollo's
support."

"We are very excited to support the recapitalization of Classic
Party Rentals," said Jason Scheir of Apollo Global Management.
"As the largest provider of event rental products in the United
States, Classic has an outstanding reputation and leadership
position in the markets it serves, and we believe that with a
streamlined balance sheet the Company is poised to capitalize on a
number of attractive growth initiatives."

As previously announced, a newly established entity owned by the
Company's current lenders had been named on February 14, 2014 as
the stalking horse bidder in Classic's court-supervised auction
process under Section 363 of the Bankruptcy Code.  Classic
completed a marketing process to seek the highest and best offer
to acquire its business in accordance with the bid procedures
approved by the court.  Classic will now move forward to have the
sale to funds managed by Apollo Global Management approved by the
court on April 29, 2014, and completed by the end of May.  Upon
completion of the sale transaction, Classic will be financially
and operationally stronger -- with more extensive product and
service capabilities and outstanding customer service.

Classic Party Rental's vendors and clients can access additional
information about the Company's sale transaction and Chapter 11
filing on its dedicated website, www.ClassicTransaction.com
The Company also has established a vendor and customer support
center, which may be reached at 877-759-8814 (toll-free), 424-236-
7261 (outside of the U.S. or Canada).

Classic Party Rentals is advised in this transaction by Jefferies
LLC, FTI Consulting, and White & Case LLP.

                         About Event Rentals

Event Rentals Inc., the largest event-rental provider in the U.S.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 14-bk-10282) on Feb. 13, 2014.

Event Rentals, which sought bankruptcy protection with affiliates,
including Classic Midwest, Inc., has 39 locations across 22
markets.  The company has the largest offering of event equipment,
value-added event services, and temporary structure assets, and
provide services for over 145,000 events for approximately 55,000
customers annually.  The company taps 2,500 employees throughout
the year and has total annual revenues of $235 million.

Assets were listed for $148 million, with debt of $246 million.
The Debtors owe $175 million in outstanding principal under a
senior secured credit agreement; $36 million in outstanding
principal under certain unsecured and subordinated liquidity
notes; $5.5 million in outstanding principal under certain
unsecured and subordinated seller financing relating to business
acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6
million.

The Debtors have tapped Fox Rothschild LLP as local counsel; White
& Case LLP as bankruptcy counsel; Jefferies LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing agent.

The Debtors sought bankruptcy protection as they seek a new owner
to take over the business.

Existing lenders led by Ableco Finance LLC, as administrative
agent, have agreed to finance the bankruptcy with a DIP financing
facility of up to $20 million.  The DIP facility requires the
Debtors to:

     -- hold an auction, if necessary, on or prior to 67 calendar
        days after the Petition Date at 10:00 a.m.;

     -- obtain approval of the sale to the winning bidder on or
        prior to 75 calendar days after the Petition Date; and

     -- close a deal with the winning bidder within 105 calendar
        days after the Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors for the Debtors' Chapter 11 cases.


EVEREST HOLDINGS: S&P Assigns 'B-' CCR & Rates $250MM Loan 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Bellevue, Wash.-based Everest Holdings LLC d/b/a
Eddie Bauer.  The outlook is positive.

At the same time, S&P assigned a 'B-' issue-level rating (the same
as the corporate credit rating) and '3' recovery rating to the
company's proposed $250 million term loan.  The '3' recovery
rating indicates S&P's expectation for meaningful (50% to 70%)
recovery in the event of payment default.

"The ratings on Eddie Bauer reflect our assessment of its
"vulnerable" business risk profile and "highly leveraged"
financial risk profile.  The business risk profile incorporates
our view of the company's participation in the highly competitive
and widely fragmented specialty apparel industry," said credit
analyst Kristina Koltunicki.  "It also reflects our opinion that
the company has a broad geographic footprint in the U.S., some
international exposure, and a relatively strong direct (catalog
and internet) presence.  We believe management's ongoing
rebranding initiative to refocus the company as an outdoor
lifestyle brand from its former casual-wear image has shown signs
of viability, as operating performance appeared to stabilize in
2013.  Even though management has made significant headway closing
underperforming stores, evolving its merchandising strategy, and
promoting through new advertising campaigns, we still believe the
process of rebranding is lengthy and difficult and it is still
early in the process to see if consumers are fully receptive."

The positive outlook reflects S&P's view that credit protection
measures could improve above its base-case forecast over the next
12 months if the company is able to translate its recent strategic
and rebranding indicatives into additional EBITDA growth.

Upside scenario

S&P could raise its rating if the company is able to continue to
grow EBITDA and demonstrate a sustained improvement in credit
protection measures.  One way for this to occur is for revenue
growth to expand in the high-single digits, holding gross margin
flat at year-end 2013 levels causing leverage to decline to the
mid-4.0x area.  Given Eddie Bauer's financial sponsor ownership,
S&P would also need to believe the risk of releveraging beyond 5x
to finance additional debt-financed dividends is low.  An upgrade
would occur if S&P would revise its financial policy assessment to
FS-5 under that scenario.  Alternatively, S&P could also raise the
rating by revising its comparable ratings analysis modifier to
"favorable" from "neutral" if it believes the company's projected
metrics will be in the lower end of the highly leveraged financial
risk profile range.  It is unlikely S&P would revise its business
risk profile assessment from "vulnerable" as it do not anticipate
substantial improvement to company's competitive advantage or
operating efficiencies over the next year.

Downside scenario

S&P could revise its outlook to stable if merchandising missteps
or weaker-than-expected operating performance cause credit
protection measures to remain in line with current levels.  At
that time, both revenue and margin would be flat year over year.
S&P could also revise the outlook to stable if it believes Golden
Gate's strategy will be to keep leverage above 5.0x with
additional debt-financed dividends.


FOUR OAKS: Posts $1.4 Million Net Income in First Quarter
---------------------------------------------------------
Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank &
Trust Company, reported net income for the quarter ended March 31,
2014, of $1.4 million compared to net income of $77,000 for the
same period in 2013.

The Bank was well capitalized at March 31, 2014, with total risk
based capital of 11.5%, tier 1 risk based capital of 10.2%, and a
leverage ratio of 5.7%.  At December 31, 2013, the Bank had total
risk based capital of 10.9%, tier 1 risk based capital of 9.7%,
and a leverage ratio of 5.5%.  The Company had total risk based
capital of 11.0%, tier 1 risk based capital of 7.1%, and a
leverage ratio of 3.9% at March 31, 2014, as compared to 10.7%,
6.3%, and 3.6%, respectively, at December 31, 2013.  The Company
recently executed a Securities Purchase Agreement with Kenneth R.
Lehman, a private investor, pursuant to which the Company expects
to raise over $20 million of new capital.

Total assets were $816.2 million at March 31, 2014, a decrease of
$5.3 million or 0.6% from $821.5 million at Dec. 31, 2013.  Cash
and cash equivalents and investments were $297.1 million at
March 31, 2014, an increase of $6.0 million or 2.1% from the total
of $291.1 million at December 31, 2013.  Gross loans were $482.8
million at March 31, 2014, a decrease of $9.9 million or 2.0% from
the $492.7 million outstanding at December 31, 2013.

Total liabilities decreased $8.1 million or 1.0% from $799.9
million at December 31, 2013 to $791.8 million at March 31, 2014.
Principally all of this decrease resulted from the decrease in
deposits of $8.3 million or 1.3% from $657.6 million at December
31, 2013 to $649.3 million at March 31, 2014.

Total shareholders' equity increased $2.8 million to $24.4 million
at March 31, 2014 from $21.6 million at December 31, 2013.  This
increase resulted primarily from net income of $1.4 million and
the sale of $875,000 of common stock to Kenneth R. Lehman, the
private investor mentioned earlier.  Book value per share
increased to $2.75 per share at March 31, 2014 compared to $2.71
per share at December 31, 2013.

Chairman, President, and Chief Executive Officer, Ayden R. Lee,
Jr. states, "It is very exciting to report quarterly net income of
$1.4 million.  We have many positive initiatives underway in 2014
as we welcome shareholder Kenneth R. Lehman to our Four Oaks Bank
family. The support of our shareholders, customers, and employees
is vital to our success and, as always, is greatly appreciated."

A full-text copy of the press release is available for free at:

                        http://is.gd/xokOT1

                          About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks disclosed a net loss of $350,000 in 2013, a net loss of
$6.96 million in 2012 and a net loss of $9.09 million in 2011.

                         Written Agreement

In late May 2011, the Company and the bank entered into the
Written Agreement with the FRB and the NCCOB.  Under the terms of
the Written Agreement, the bank developed and submitted for
approval, within the time periods specified, plans to:

   * revise lending and credit administration policies and
     procedures at the bank and provide relevant training

   * enhance the bank's real estate appraisal policies and
     procedures

   * enhance the bank's loan grading and independent loan review
     programs

   * improve the bank's position with respect to loans,
     relationships, or other assets in excess of $750,000, which
     are now or in the future become past due more than 90 days,
     are on the bank's problem loan list, or adversely classified
     in any report of examination of the bank, and

   * review and revise the bank's current policy regarding the
     bank's allowance for loan and lease losses and maintain a
     program for the maintenance of an adequate allowance

In addition, the bank agreed that it will:

   * refrain from extending, renewing, or restructuring any credit
     to or for the benefit of any borrower, or related interest,
     whose loans or other extensions of credit have been
     criticized in any report of examination of the bank absent
     prior approval by the bank's board of directors or a
     designated committee of the board in accordance with the
     restrictions in the Written Agreement

   * eliminate from its books, by charge-off or collection, all
     assets or portions of assets classified as "loss" in any
     report of examination of the bank, unless otherwise approved
     by the FRB and the NCCOB, and

   * take all necessary steps to correct all violations of law or
     regulation cited by the FRB and the NCCOB

In addition, the Company has agreed that it will:

   * refrain from taking any form of payment representing a
     reduction in capital from the bank or make any distributions
     of interest, principal, or other sums on subordinated
     debentures or trust preferred securities absent prior
     regulatory approval

   * refrain from incurring, increasing, or guaranteeing any debt
     without the prior written approval of the FRB, and

   * refrain from purchasing or redeeming any shares of its stock
     without the prior written consent of the FRB.


FREEDOM INDUSTRIES: Dist. Court to Hear Chemical Leak Suits
-----------------------------------------------------------
District Judge John T. Copenhaver in Charleston, West Virginia, on
April 16 ruled that the lawsuits over the chemical leak from one
of Freedom Industries' storage tanks in Charleston will be heard
in district court, and not in bankruptcy court.  Specifically,
Judge Copenhaver granted omnibus motions to withdraw reference of
the cases to the bankruptcy court.

The Motions to Withdraw Reference were filed around March 3, 2014.
At the time of the filing of the Omnibus Motions, 62 civil actions
had been instituted against various defendants relating to the
incident.

Freedom Industries has argued that, in those cases where it is not
named, parties may assert indemnity or contribution claims against
it at a later time.  On Feb. 21 and 22, 2014, Freedom removed to
the bankruptcy court those state actions in which it was named a
defendant.  On Feb. 24, 2014, West Virginia American Water Company
removed to the District court as "related-to" cases each of the
state actions in which Freedom was not named.

According to Judge Copenhaver, "the plaintiffs in the
aforementioned adversary proceedings appear entitled to a jury
trial as requested in each of the actions covered by the motions
for withdrawal of reference. It further does not appear that any
party desires to consent to the bankruptcy court conducting jury
trials in these matters pursuant to 28 U.S.C. Sec. 157(e), nor
that such right to a jury trial has been somehow waived by the
claims process to date.  Inasmuch as many of these related-to
cases involve traditional personal injury tort claims of a non-
core variety, the better course is to withdraw reference
immediately to assure efficient case administration."

A copy of the Court's April 16 Order is available at
http://is.gd/uKYsl9from Leagle.com.

                    About Freedom Industries

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

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

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

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

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

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

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


FREEDOM INDUSTRIES: Dist. Court Consolidates Chemical Leak Suits
----------------------------------------------------------------
District Judge John T. Copenhaver in Charleston, West Virginia, on
April 18 issued an order granting limited consolidation of various
lawsuits over the chemical leak from one of Freedom Industries'
storage tanks in Charleston.

In granting limited consolidation, Judge Copenhaver ruled that:

     1. The civil actions are consolidated for purposes of
        briefing and resolving the matter of remand;

     2. That Desimone Hospitality Services v. West Virginia
        American Water Company, civil action 2:14-14845, is
        designated as the lead case, with all further filings
        to be captioned and docketed in that case pending the
        further Court order;

     3. Counsel for the parties are directed to designate by
        agreement no more than three of their number from each
        the plaintiff and the defendant sides to serve as
        liaison counsel for purposes of the consultations
        required and to notice the designated lawyers on the
        record on or before May 1, 2014; and

     4. In lieu of the briefing order entered in the bankruptcy
        court on March 27, 2014, liaison counsel is directed to
        meet and confer no later than May 8, 2014, for purposes
        of arriving at a proposed stipulated briefing schedule
        designed to result in a single set of omnibus briefing
        that addresses all of the arguments for remand found
        in the pending remand motions.

As of March 3, 2014, about 62 civil actions had been instituted
against various defendants relating to the incident.

A copy of the Court's April 18 Order is available at
http://is.gd/JRqr6cfrom Leagle.com.

                    About Freedom Industries

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

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

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

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

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

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

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


FURNITURE BRANDS: Files Exit Plan, Seeks Approval of Plan Outline
-----------------------------------------------------------------
Furniture Brands International Inc. on April 21 filed a Chapter 11
plan to get out of bankruptcy in which it proposes to distribute
cash proceeds from the liquidation of the assets of the company
and its subsidiaries.

The liquidating plan calls for the distribution of the cash
proceeds to Furniture Brands' creditors, which include proceeds
from the sale of its major assets to KPS Capital Partners' new
holding company and from the sale of its remaining assets.

KPS Capital, which won the bidding for the assets, offered to
purchase them for $280 million.  The offer included a proposal to
refinance Furniture Brands' secured debt to Oaktree Capital
Management L.P. with a new secured debtor-in-possession financing
facility.  The proposal also contemplated the sale of Furniture
Brands' Lane business as a going concern.

Under the plan, all of the estates' assets will vest in and be
transferred to a liquidating trust when Furniture Brands and its
subsidiaries officially exit bankruptcy protection.

Distributions to be made under the plan are premised on the
partial substantive consolidation of the companies into five
consolidated estates that correlate to their business and
operational groups.

              Treatment of Claims, Equity Interests

The plan provides for the treatment of claims against and equity
interests in Furniture Brands and its subsidiaries.

Administrative expense claims, priority tax claims, priority non-
tax claims, secured claims, liquidating trust expenses, and the
costs of administering the estates will be paid in full.

General unsecured creditors will receive their pro rata share of
the proceeds from the assets of a consolidated estate while so-
called convenience claims against a consolidated estate will
receive cash in an amount equal to a fixed percentage of such
claim.

                         PBGC Settlement

The liquidating plan also implements key provisions of Furniture
Brands' global settlement with the Pension Benefit Guaranty Corp.
and the official committee of unsecured creditors.

Under the settlement, PBGC will contribute $6 million to other
general unsecured creditors who either vote to accept the
liquidating plan or do not vote to reject the plan, and who do not
object to confirmation of the plan.

In addition, if the amount of the proceeds from causes of action
pursued by the liquidating trustee exceeds $20 million, PBGC will
contribute certain excess litigation proceeds.  These proceeds
will be reallocated and distributed to holders of general
unsecured claims (other than PBGC) against the consolidated
estates that are entitled to receive net litigation proceeds.

Full-text copies of the liquidating plan and the disclosure
statement are available for free at:

     http://bankrupt.com/misc/FurnitureBrands_LPlan.pdf
     http://bankrupt.com/misc/FurnitureBrands_DS.pdf

         Furniture Brands Seeks Approval of Plan Outline

In a separate filing, Furniture Brands asked Judge Christopher
Sontchi of U.S. Bankruptcy Court for the District of Delaware to
approve the outline of its plan or the so-called disclosure
statement, saying it contains sufficient information for creditors
to decide on whether to support the plan.

The company said the plan outline meets the requirements of
section 1125 of the Bankruptcy Code, a provision which requires
that a disclosure statement contain adequate information to permit
voting creditors to make an informed decision on a bankruptcy
plan.

Furniture Brands also asked the bankruptcy judge to approve the
procedures for soliciting votes and for voting on the plan.

Under the proposed procedures, the company will distribute the
solicitation materials by no later than the date that is five
business days following approval of the disclosure statement.  The
voting deadline is July 3.

The procedures are detailed in the proposed order, which can be
accessed for free at http://is.gd/9oVjHM

Judge Sontchi will hold a hearing on May 29 to consider approval
of the disclosure statement, and another hearing on July 14 to
consider confirmation of the plan.  Objections to the disclosure
statement are due by May 19.

The bankruptcy judge will also consider at the May 29 hearing the
company's motion to extend the period of time during which it
alone holds the right to file a plan and solicit votes.

The motion seeks to extend the exclusive filing period to Aug. 20
and the exclusive solicitation period to Oct. 21.

                     About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.


FURNITURE BRANDS: Judge Approves Agreement on Reardon Policy
------------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi approved an agreement
regarding the surrender of an insurance policy that was
collaterally assigned to an affiliate of Furniture Brands
International Inc.

The agreement calls for the release of HDM Furniture Industries
Inc.'s collateral assignment interest in the policy owned by Frank
Reardon Jr. in exchange for the return of the premium paid on the
policy by its predecessors.

Under the deal, Mr. Reardon will surrender the policy to The
Guardian Life Insurance Co. in exchange for the payment of its net
cash surrender value after HDM's collateral assignment interest in
the policy is paid, and the Assignment of Life Insurance as
Collateral form executed in 2005 is released.

As of Jan. 24, the net cash surrender value of the policy, which
fluctuates, was $241,134 while HDM's collateral assignment
interest in the policy was $174,370.  Meanwhile, the policy's net
cash surrender value after HDM's collateral assignment interest in
the policy is paid and the form is released was $66,764.  A copy
of the agreement can be accessed for free at http://is.gd/O55Bmf

                     About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.


FURNITURE BRANDS: Wants Deadline to Remove Suits Moved to Aug. 6
----------------------------------------------------------------
Furniture Brands International, Inc. is seeking a four-month
extension to remove lawsuits involving the company and its
affiliated debtors.

In its motion, Furniture Brands asked U.S. Bankruptcy Judge
Christopher Sontchi to extend the deadline for filing notices of
removal of lawsuits to August 6.

The companies are involved in approximately 40 lawsuits and are
still assessing these lawsuits to determine whether removal is
warranted, according to their lawyer, Andrew Magaziner, Esq., at
Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Judge Sontchi will hold a hearing on April 28 to consider approval
of the request.

                     About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.


GENERAL MOTORS: Thomas J. Henry Comments on Bankruptcy Shield Bid
-----------------------------------------------------------------
While GM publicly claims it is exploring a compensation plan for
victims injured by vehicles recalled for defective ignitions,
Thomas J. Henry Attorneys interpret this as a possible attempt by
GM to shield them from current litigation.

In a motion filed in Texas federal court (case no. 2:14-CV-00089),
GM revealed that it intends to ask a New York bankruptcy judge to
reaffirm its shield from liability lawsuits linked to crashes or
defects that occurred before its bankruptcy in 2009.  This could
help the company avoid compensating victims injured by vehicles
recently recalled for defective ignitions.

"This is just another case of the 'New GM' saying they will do the
right thing and then turning around and doing the exact opposite,"
GM recall litigation attorney Thomas J. Henry stated.

                  Motion to Hold off Lawsuits

On April 15, 2014, GM filed a motion in U.S. Court for the
Southern District of Texas asking the judge to hold off ruling on
pending lawsuits until the New York bankruptcy court rules on
whether injury and death claims violate GM's 2009 bankruptcy sale
order.

The 2009 bankruptcy case split GM into an old company (Motors
Liquidation Co.) and a new company (General Motors Co.) If GM gets
their way, claims related to the recall would go to "Old GM," and
victims would have to take up their claims with Motors Liquidation
Corp., which is bankrupt.

                 About the Ignition Switch Recall

In February and March of 2014, GM recalled 2.5 million Chevy,
Pontiac, and Saturn vehicles with defective ignitions.  The
ignition switches on these vehicles can fail, causing loss of
vehicle power, loss of power steering, and non-deployment of
airbags.  The recalled vehicles have been linked to 303 deaths and
numerous other accidents and injuries.  Reports 1,2 indicate that
GM knew about the defect as early as 2001.

              About Thomas J. Henry Injury Attorneys

Thomas J. Henry Injury Attorneys, leaders in national GM recall
litigation, is one of the largest personal injury firms in the
United States and has been representing injured victims nationwide
for more than 25 years.  The firm specializes in wrongful death,
on the job injury, child injury, pharmaceutical litigation,
product liability, catastrophic injury, and company vehicle and
18-wheeler accident cases.

The firm was recently recognized by the National Law Journal for
having one of the Top 100 verdicts in the country in 2013 and by
Texas Lawyer for having three of the top Texas verdicts for the
year.  These cases involved work injuries and company vehicle
accidents.  This comes on the heels of winning the number one back
injury verdict in the country in 2012.

                     About Motors Liquidation

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

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

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

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


GENERAL MOTORS: HMG Balks at Bid to Move Suit to Bankruptcy Court
-----------------------------------------------------------------
On April 22, 2014, Hilliard Munoz Gonzales LLP (HMG) responded to
General Motors' motion to transfer the Texas lawsuit regarding GM
vehicles with defective ignition switches to Bankruptcy Court.

              GM IS BONE-HEADED AND MORALLY BANKRUPT

Bob Hilliard, lead attorney in the action and partner at HMG,
contacted GM's legal team via email, saying, in part:

"General Motors exhibits a stunning?level of corporate entitlement
and arrogance by even attempting such a bone-headed maneuver.  . .
. GM's legacy will always be one of epic betrayal of its customers
and its country."

". . . it is simply mind-boggling that (Mary Barra), as GM's CEO,
would authorize such a short-sighted end-run around her own recent
and unequivocal promise (to take responsibility for the harm
caused by the defective ignition switches.)"

". . . GM allowed this defect onto our roads knowing death would
follow and now blithely turns its corporate back on the decades-
long human consequence of such criminal conduct."

"Know this, after today there is at least one bankruptcy label the
entire country believes: GM is morally bankrupt."

                GM'S THREE-PART DEFENSE UNRAVELING

Mr. Hilliard said, "GM contends we are suing the Old GM.  We're
not. Our claims are against the New GM." He added the New GM
"Trifecta" defense is coming unraveled:

"First, New GM hired the entire Old GM engineering department that
knew of the dangerous defect and suborned perjury of at least two
of those employees in depositions to keep the secret, only to
admit before Congress that they were lying."

"Second, New GM demanded and got all the written evidence under
its control so that even those trying to get to the truth through
Old GM had no access to the incriminating documents.  Now they are
being forced to produce those documents under threat of ongoing
criminal investigations."

"Finally, New GM thought it had a 'magic bullet' in the bankruptcy
court sale order allowing discharge of all fraudulently concealed
claims.  Even the bankruptcy court now says its jurisdiction over
creditors' disputes with New GM and New GM's post-sale conduct is
clearly debatable."

                 GM'S CALLOUS DISREGARD FOR SAFETY

New GM sold inventoried ignition switches that it knew were
dangerously defective and failed to act on Old GM and New GM's
recall obligations regarding the faulty switches.

Hilliard said that New GM is continuing Old GM's callous disregard
for the safety of millions of Americans who continue to drive GM
vehicles with defective ignition switches.  He continued to
stress:

"Everyone who owns one of these recalled vehicles needs to park it
now! When this defect occurs, the power steering will not work,
the power brakes will not work, and the airbags will not deploy!

"Driving a recalled GM vehicle is like carrying a stick of
dynamite with a slow-burning fuse.  When it goes off it will be
sudden, violent and deadly."

                             About HMG

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

                     About Motors Liquidation

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

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

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

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


GENERAL MOTORS: Bankruptcy Will Probably Shield It From New Claims
------------------------------------------------------------------
Stephen J. Lubben, writing for The New York Times' DealBook,
reported that General Motors' liability for defective ignition
switches in its cars is complicated by its bankruptcy in 2009. The
federal bankruptcy judge in New York approved a sale order that
shielded the "new" company from liability for incidents that took
place before July 10, 2009, the day the sale became effective.

The DealBook said that plaintiffs can sue two potential
defendants: the old G.M. or the new G.M. The two, legally
speaking, are as separate as Apple and Exxon.  The easier party to
sue is the old G.M., particularly because most of the cars with
the problem switches were built before 2009, the report said.  But
suing new G.M. is surely much more attractive.

The DealBook added that the normal rule of law is that an asset
purchaser does not take on the liabilities of the prior owner.
When I sell my car, the new buyer is not responsible for all the
"Dukes of Hazard" stuff I did before.  But there is an exception -
- especially strong in California and New Jersey -- for product
liability claims. This exception creates "successor liability,"
meaning that new G.M. may be labile under state law for old G.M.'s
product liability claims.

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GENERAL MOTORS: Seeks More Protection From Switch Lawsuits
----------------------------------------------------------
Todd Spangler, writing for Detroit Free Press, reported that
General Motors asked a federal bankruptcy judge to throw out more
than four dozen court claims against it which are linked to a
potentially deadly defect found in 2.6 million Chevrolet Cobalts,
Saturn Ions and similar small-model cars.

According to the report, GM asked Bankruptcy Judge Robert Gerber
in New York to order people filing claims against the company
arising from the ignition switch recall to "cease and desist from
further prosecuting," arguing that GM is protected from any claims
related to anything the company did before July 2009.

That is when "New GM" emerged from Chapter 11 bankruptcy, which
granted immunity from product liability and wrongful death claims
that are related to the "Old GM," the report related.

GM said it is now aware of more than 50 lawsuits filed against it
across the U.S. linked to a defective ignition switch which can
inadvertently be bumped or jostled out of position, disabling air
bags from deploying in the event of a crash, the report further
related.  Thirteen deaths and 32 crashes have been linked to the
defect, which led to a widening recall beginning in February.

"As your honor may be aware, numerous lawsuits have been filed
across the country against New GM," the company's lawyers wrote
Judge Gerber, the report added.  "New GM believes that the
ignition switch actions assert claims against new GM that are
'retained liabilities' of Old GM and therefore violate your
honor's July 5, 2009 order."

                    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.


GREGORY CANYONS: Judge Taylor Dismisses Chapter 11 Case
-------------------------------------------------------
The Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the
Southern District of California, at the behest of the U.S. Trustee
Tiffany L. Carroll, dismissed the Chapter 11 case of Gregory
Canyons Ltd. LLC, citing the Debtor's failure to provide proof of
insurance, comply with terms of order for relief, attend 341(a)
meeting, file schedules, and obtain counsel.

Richard Marcus Profit Sharing Plan, Irwin Heller and Capital
Foresight Limited Partnership filed an involuntary Chapter 11
petition against GCL on Feb. 12, 2014.  Each of the Petitioning
Credit is a holder of a promissory note evidencing a claim against
GCL.  The claims of the Petitioning Creditors aggregate more than
$10,000 in excess of the value of any collateral securing those
claims.  Mr. Simmons agreed that GCL is generally not paying its
debts as they become due.  The petitioning creditors are allegedly
owed these amounts: Capital Foresight ($428,000), Irwin Heller
($1.55 million) and Richard Marcus Profit Sharing Plan (owed
$453,000).

The petitioning creditors are represented by attorneys at DSR &
Associates, P.C., in San Diego.

The involuntary petition (Bankr. S.D. Cal. Case No. 14-00983) was
filed Feb. 12, 2014.  Chief Judge Laura S. Taylor is assigned to
the case.


GMAB REALTY: AuctionAdvisors to Auction Lots on May 21
------------------------------------------------------
The New Jersey office of AuctionAdvisors together with AJ Wilner
Auctions on April 22 announced the upcoming bankruptcy auction of
48 mostly contiguous lots on the oceanfront and south inlet in
Atlantic City.  The auction will take place both online at
www.AuctionAdvisors.com and onsite at the Revel Casino on May 21
at 11:00 a.m.  Buyers will be able to bid on one lot, several
lots, or the entire assemblage.  The auction sale is being
conducted pursuant to an Order of the United States Bankruptcy
Court In Re: GMAB Realty, LLC, as Debtor & In Re: SPE Realty, LLC,
as Debtor.

The lots, which include highly desirable boardwalk and beachfront
parcels, are located in the South Inlet, which is part of the
Atlantic City Tourism District enacted by Governor Chris Christie
that is aimed to improve Atlantic City's beach, boardwalk, and
infrastructure.  Just steps from the $1 Billion Revel Casino
project and adjacent to the Lighthouse Park Project, this area has
seen an upswing in revitalization over the past several years.
Most recently, former NBA star Shaquillle O'Neal announced the
development of a 7.9 acres site for a seven-screen movie theater,
bowling alley, roller-skating rink, restaurant, shops and parking.
In addition, the Bella Condominiums, a successful multi-story
luxury condominium building, has had tremendous success and is
located just two blocks from many of the lots being offered at
auction.

"Buying properties in a bankruptcy context is a unique opportunity
for investors big and small to take advantage of the upswing this
area of Atlantic City will experience in the next few years.  So
far, we have been happy to receive some early indications of
interest from bigger players who are aware of the bankruptcy
filing and are interested in many or all of the lots.  However, as
our campaign unfolds, we expect this offering to generate
significant interest among smaller investors who know the area
well, but who will only be prepared to buy one or a maybe a few
smaller lots" says Oren Klein, Managing Partner at
AuctionAdvisors.

He adds "it will be interesting to see how this will play out.  On
the one hand, this assemblage took many years to put together and
we think should be appealing to many larger players, on the other
hand some of the larger players may not be able to outbid the
individual investors who see the potential and want to bet on the
area longer-term by buying a few lots."

The South Inlet is also expected to benefit from the completion of
the $42 million South inlet Transportation Improvement Project
which will provide direct access from the Atlantic City Expressway
into the area.  In addition, the connecting corridor will have a
boulevard feel with lighting, new sidewalks and professionally
irrigated landscaping.  Revel has committed an additional $261
million to improve the immediate area.

"We want prospects to bid with confidence and know they will have
good title to these lots, free and clear of any liens or
encumbrances.  We are also providing bidders access to
environmental reports and surveys for each lot which will ease
some of the due diligence work." said Joshua Olshin, Managing
Partner at AuctionAdvisors.  He adds "the time is now to buy into
this area while the market is relatively soft and investors can
bid in this context.  The South Inlet has a great longer term
future and those who are able to strategically acquire the right
properties in Atlantic City will end up big winners."

More information can be found at www.AuctionAdvisors.com,
www.AJWillnerAuctions.com or by calling 888-243-3431.

Based in the New York metropolitan area, AuctionAdvisors --
http://www.auctionadvisors.com-- is a full-service real estate
auction company.  With strategically located offices around the
country, AuctionAdvisors services clients in the disposition of
real estate and real estate related assets.


GREEN POWER: Equipment, Other Assets Sold for $58,700
-----------------------------------------------------
Tri-City Herald reported that the auction and eviction of Green
Power, a biofuels company, were able to move forward after the
Company's chapter 11 case was dismissed a few weeks ago.

The report said the Franklin County Treasurer's Office finalized a
$58,700 auction of some of the Green Power's equipment and tools
to pay back personal property taxes.  According to the report,
Franklin County treasurer Josie Koelzer said in a statement the
county was able to sell enough assets to cover the back taxes and
auction costs while leaving the unfinished biofuels plant
untouched. In total, the county collected $60.200 in back taxes
and fees.

According to the report, the winning bidder in the auction was
Pacific Steel & Recycling of Kennewick.  The buyer was able to
remove the auctioned off property.

The Port of Pasco sought to evict Green Power.  According to the
report, it has received approval from Franklin Superior Court to
evict the company.

U.S. Bankruptcy Court Judge Timothy Dore dismissed Green Power
Inc.'s bankruptcy case (Bankr. E.D. Wash. Case No. 14-11274) in
March 2014.  The U.S. Trustee in Seattle sought case dismissal,
citing the Company's lack of an attorney and insurance.  The
Company also failed to file all the information needed for a
Chapter 11 bankruptcy.

Tri-City Herald reported Green Power disclosed in court papers it
has $10 million in assets, including a partially built plant in
Pasco, while 14 creditors said the company owes them $30.5
million.  Most of those creditors have already filed separate
lawsuits in an attempt to get paid or money is owed to the
federal, state or local governments.

Green Power's founder and CEO, Michael Spitzauer, is in federal
custody in Yakima awaiting trial on charges of wire fraud,
aggravated identity theft and money laundering connected to his
business.


GRIDWAY ENERGY: Proposes June 10 Auction for Assets
---------------------------------------------------
Gridway Energy Holdings Inc. and its affiliates ask the bankruptcy
court to approve bidding procedures for (i) submitting bids for
the purchase of their assets, (ii) conducting an auction, where
Vantage Commodities Financial Services I, LLC ("VCFS1"), would be
stalking horse bidder, and (iii) approving bid protections for
VCFS1.

A hearing on the proposed bidding procedures is slated for May 6,
2014 at 1:00 p.m. (ET).  Objections are due April 29, 2014.

VCFS1, the stalking horse bidder, is the Debtors' prepetition
secured lender.  Pursuant to an asset purchase agreement signed
April 10, 2014, VCFS1 has agreed to purchase the Debtors' assets
through a credit bid and the assumption of liabilities.  The deal
is subject to higher and better offers.

Specifically, the aggregate consideration to be provided by VCFS1
will be (a) an amount equal to (i) $32,039, plus (ii) the
outstanding amount of all accounts receivable as of the closing
date multiplied by 95% plus (iii) any amount by which the
aggregate amount of cash-backed collateral as of the closing
exceeds $34,039,000 minus (iv) any amount by which the aggregate
amount of the cash-backed collateral as of closing is less than
$34,039,000, plus (b) the assumption of assumed liabilities.   The
purchase price will be payable at closing as follows: (a) first,
by way of dollar for dollar credit against any postpetition
financing provided by VCFS1, and (b) second, in cash, but only to
the extend the purchase price is in excess of the amounts set
forth in clause (a).

If the bid procedures are approved by the court, the deadline for
submitting bids will be on June 4, 2014 at 4:00 p.m. (ET).  If
qualified bids are received by the deadline, an auction will be
conducted on June 10 at 10:00 a.m. at the offices of Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The sale hearing
will be held on June 14.  The deadline to close the sale would be
June 16.

If another party outbids VCFS1 at the auction and the Debtors
elect to pursue a transaction with that party, VCFS1 will receive
an expense reimbursement of up to $500,000.  VCFS1 is not
requesting any break-up fee or other stalking horse protections
other than the expense reimbursement.

VCFS1 is represented by:

       Kenneth Irvin, Esq.
       Karen Dewis, Esq.
       CADWALADER, WICKERSHAM & TAFT LLP
       700 Sixth Street, N.W.
       Washington, D.C. 20001
       Lead Counsel

              - and -

       Jason M. Madron, Esq.
       RICHARDS, LAYTON & FINGER, P.,A.
       920 North King Street
       Wilmington, DE 19801
       Delaware co-counsel

                     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: Seek Authority to Assume Top Brokers' Contracts
---------------------------------------------------------------
Gridway Energy Holdings, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to assume
agreements with their top brokers, who represent the majority of
the Debtors' sales revenue.

The Debtors entered into contracts with three of their top five
brokers under which the brokers will be paid an initial payment,
plus residual commissions earned each month, plus agent fees.  LNJ
Enterprises, Inc., one of the top broker, will be paid an initial
payment of $330,310.  Site Development Services, LLC, another top
broker, will be paid an initial payment of $195,559.  John Holmes,
also a top broker, will be paid an initial payment of $129,000.

The Debtors are negotiating the terms of agreements with the two
remaining top brokers.  The Debtors say the additional agreements
are limited to initial payments of a maximum per agreement amount
of $330,310, commission payments, and agent fees.

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

The Debtors are also represented by Joseph M. Barry, Esq., 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: Seeks to Reject CEF 2002 Aircraft Lease Agreement
-----------------------------------------------------------------
Gridway Energy Holdings, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to reject, nunc
pro tunc to the Petition Date, an aircraft lease agreement with
CEF 2002 Aircraft, LLC, and certain related agreements.

The Debtors propose that the counterparty to the aircraft lease
retrieve the aircraft, which is located at Van Nuys Airport, in
Van Nuys, California.  The Debtors request that, if the
counterparty does not retrieve the aircraft immediately after the
entry of a court order, the counterparty will be deemed
responsible for the costs of storing the aircraft and other
attendant costs, including the costs of insuring the aircraft.  If
the counterparty does not remove the aircraft or make timely
payments for storage and other attendant costs, the Debtors
reserve their right to file a motion to compel removal of the
aircraft and payment of any storage and other attendant costs.

The Debtors say in court papers that they do not use the aircraft,
and thus there is no reason for the Debtors to maintain the
aircraft or related contracts.  The Debtors add that the stalking
horse bidder has also indicated that it does not want the aircraft
lease or related contracts as part of the assets purchased at a
sale.

                     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.


GUITAR CENTER: Moody's Raises Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service upgraded Guitar Center Holdings, Inc.'s
Corporate Family Rating to B3 and Probability of Default Rating to
B3-PD. At the same time, Moody's affirmed the Speculative Grade
Liquidity rating at SGL-3. The rating outlook is stable. This
rating action concludes the review for upgrade that was initiated
on March 25, 2014.

The upgrade acknowledges the successful exchange of $535 million
of Guitar Center's debt into equity. It also acknowledges the
complete refinancing of Guitar Center's remaining debt such that
its nearest debt maturity is now April 2019. On a combined basis,
these two events will result in Guitar Center's interest expense
being reduced to about $75 million from $159 million in fiscal
2013. Pro forma for the debt to equity conversion and proposed
refinancing of the remaining debt, Guitar Center's debt to EBITDA
is 7.5 times, considerably lower than the 10.5 times at
December 31, 2013. Pro forma EBITA to interest expense is 1.1
times, compared to 0.6 times for the 12-month period ended
December 31, 2013.

Going forward all ratings will reside at Guitar Center Inc. as
that is the legal entity were all the debt is located.

The following ratings are upgraded to be withdrawn from Guitar
Center Holdings, Inc. and moved via a reassignment to Guitar
Center Inc.:

Corporate Family Rating to B3 from Caa2

Probability of Default to B3-PD/LD from Caa2-PD/LD

The following rating is affirmed to be withdrawn from Guitar
Center Holdings, Inc. and moved via a reassignment to Guitar
Center Inc.:

Speculative Grade Liquidity Rating at SGL-3

Guitar Center Inc. ratings affirmed:

$615 million senior secured first lien notes due 2019 at B3 (LGD
3, 47%)

$325 million senior unsecured notes due 2020 at Caa2 (LGD 5, 86%)

Guitar Center Inc. rating withdrawn rating due to repayment in
full:

$622 million senior secured term loan B at Caa1 (LGD 3, 36%)

Ratings Rationale

Guitar Center's B3 Corporate Family Rating reflects its high
leverage. Despite lower debt and interest costs as a result of a
debt-to-equity conversion, debt/EBITDA remains considerable at
about 7.5 times and EBITA coverage of interest is only slightly
above one time. Additionally, while Moody's expects the reduced
interest obligations will enable Guitar Center to generate free
cash flow, Moody's anticipate the amount of free cash flow will be
modest. As a result, Moody's anticipates absolute debt repayment
will be limited over the next twelve to eighteen months.

Positive rating consideration is given to Guitar Center's highly
recognized brand name among its core customers and that Guitar
Center is the largest customer for many musical instrument
manufacturers. Also considered is the lack of near term debt
maturities and substantial availability on the company's $325
million asset based revolving credit facility. Combined, these
factors provide Guitar Center with the time needed to improve its
earnings.

Guitar Center's stable rating outlook acknowledges Moody's view
that Guitar Center will achieve modest earnings growth in 2014 and
maintain EBITA/Interest above 1.0 time, but that debt/EBITDA will
remain high, at over #.# times.

A higher rating would require either an absolute reduction in debt
levels or an improvement in operating performance that such debt
to EBITDA approaches 6.5 times and EBITA to interest expense is
greater than 1.5 times. An upgrade would also require that Guitar
Center maintain an adequate liquidity profile..

Ratings could be downgraded if Guitar Center experiences a decline
in earnings for any reason such that EBITA to interest expense
falls below 1.0 time and/or liquidity materially weakens.

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

Guitar Center, Inc., headquartered in Westlake Village,
California, is the largest musical instrument retailer in the
United States. The company is owned by affiliates of Bain Capital
LLC and affiliates of Ares Management LLC. Total annual revenue is
about $2.1 billion.


HARTFORD FIRE: Fitch Affirms 'BB+' Subordinated Debentures Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'A+' Insurer Financial Strength
(IFS) rating of the members of Hartford Fire Insurance
Intercompany Pool, the principal property/casualty (P/C)
subsidiaries of Hartford Financial Services Group, Inc. (HFSG).

Fitch has also affirmed the following ratings for HFSG:

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

The Rating Outlook is Stable.

Fitch has also upgraded the IFS rating of Hartford Life and
Accident Insurance Company (HLA) to 'A' from 'A-' with a Stable
Outlook.  Concurrently, Fitch has downgraded the IFS ratings of
Hartford Life Insurance Company (HLIC) and Hartford Life and
Annuity Insurance Company (HLAIC) to 'BBB+' from 'A-'.  The Rating
Outlook on HLIC and HLAIC is Stable.

KEY RATING DRIVERS

Fitch's rationale for the rating actions on HSFG's life insurance
subsidiaries follows a March 2014 legal entity reorganization,
which resulted in HLIC and its subsidiary HLAIC becoming a direct
subsidiary of Hartford Life, Inc.  These two entities were
previously subsidiaries of HLA.  Fitch believes that the
separation of these two entities, which house most of HFSG's life
run-off businesses, reduces the exposure of HLA's capital to the
risks inherent in HFSG's run-off life and VA operations.  As the
businesses now contained within HLIC and HLAIC are considered to
be in run-off status, Fitch now considers both of these entities
to be of limited importance to the overall organization, and has
lowered the ratings to reflect their stand-alone rating as run-off
entities.

Fitch's affirmation of HFSG's and its P/C subsidiary ratings
reflects the company's reasonable financial leverage, sizable
levels of holding company cash and financial resources, and
strategic focus is on P/C, group benefits and mutual funds
businesses.

The ratings also consider the risks associated with the company's
runoff annuity and life businesses and HFSG's near-term capital
management initiative to reduce overall financial leverage to
reflect the company's significantly altered business profile
following the sales of its retirement plans and individual life
businesses in 2013.

HFSG's net income has been weak in recent periods as earnings on
ongoing businesses have been offset by losses related to its
Talcott Resolution runoff life operations and losses on
extinguishment of debt.  GAAP net income was $166 million in 2013,
following a net loss of $80 million in 2012.

A key challenge for HFSG remains the management of the Talcott
runoff business.  Fitch would favorably view a successful
execution of opportunities to reduce the size and risk of the
annuity book of business from the company's U.S. annuity,
international annuity and institutional and private placement life
insurance businesses while honoring the company's obligations to
its annuity contract holders.

HFSG's P/C operations reported a 97.5% GAAP combined ratio in 2013
improved from 101.9% in 2012.  Included in the 2013 combined ratio
were 3.2 points for catastrophe losses and 1.9 points of
unfavorable prior year reserve development, primarily driven by
reserve strengthening in commercial auto and net asbestos
reserves.

HFSG's financial leverage ratio (FLR) improved to 26.7% at year-
end 2013, from 27.2% at year-end 2012, with overall debt
reductions offset in part by a decline in shareholders' equity due
in part to increased equity repurchase and common stock dividends.
Fitch expects HFSG to maintain a FLR at or below 25% once the
execution of the company's capital management plan to reduce debt
is completed in 2014.

HFSG's operating earnings-based fixed charge coverage has averaged
a weak 3.3x from 2009 to 2013.  Fitch expects coverage to improve
to at least 5.0x over the next 12 to 18 months with a reduced
overall level of fixed charges from lower financial leverage.
Holding company cash and investments of $1.9 billion covered 2013
fixed charges by more than 4.5x but also provides flexibility for
funding potential capital requirements in adverse markets and
announced capital management plans including debt repayment.

RATING SENSITIVITIES

Key rating triggers that could result in an upgrade to HFSG's debt
ratings include a FLR maintained near 20%, maintenance of at least
$1 billion of holding company cash and fixed charge coverage of at
least 6x.  Triggers that could result in an upgrade of the P/C
insurance subsidiaries include destacked operating leverage
sustained below 1.1x and combined ratio sustained in the mid90s or
better.  Rating triggers that could result in an upgrade of group
benefits subsidiary, Hartford Life and Accident Insurance Company,
include sustained RBC above 450%, continued improvement in
operating earnings and sustained total loss ratio below 76%.

Key rating triggers that could result in a downgrade include
significant investment or operating losses that materially affect
GAAP shareholders' equity; a FLR maintained above 25%; a sizable
drop in holding company cash; and failure to improve fixed charge
coverage.  The two runoff life insurance subsidiaries could be
downgraded further if RBC falls below 325%, or with any major
adverse development in the runoff of variable annuity (VA)
business.

Fitch affirms the following ratings with a Stable Outlook:

Hartford Financial Services Group, Inc.

-- Long-term IDR at 'BBB+';
-- 4.0% senior notes due 2015 at 'BBB';
-- 7.3% notes due 2015 at 'BBB';
-- 5.5% notes due 2016 at 'BBB';
-- 5.375% notes due 2017 at 'BBB';
-- 4.0% senior notes due 2017 at 'BBB';
-- 6.3% notes due 2018 at 'BBB';
-- 6% notes due 2019 at 'BBB';
-- 5.5% senior notes due 2020 at 'BBB';
-- 5.125% senior notes due 2022 at 'BBB';
-- 5.95% notes due 2036 at 'BBB';
-- 6.625% senior notes due 2040 at 'BBB';
-- 6.1% notes due 2041 at 'BBB';
-- 6.625% senior notes due 2042 at 'BBB';
-- 4.3% senior notes due 2043 at 'BBB';
-- 7.875% junior subordinated debentures due 2042 at 'BB+';
-- 8.125% junior subordinated debentures due 2068 at 'BB+'.

Hartford Financial Services Group, Inc.

-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

Hartford Life, Inc.

-- Long-term IDR at 'BBB';
-- 7.65% notes due 2027 at 'BBB-';
-- 7.375% notes due 2031 at 'BBB-'.

Members of the Hartford Fire Insurance Intercompany Pool:
Hartford Fire Insurance Company
Nutmeg Insurance Company
Hartford Accident & Indemnity Company
Hartford Casualty Insurance Company
Twin City Fire Insurance Company
Pacific Insurance Company, Limited
Property and Casualty Insurance Company of Hartford
Sentinel Insurance Company, Ltd.
Hartford Insurance Company of Illinois
Hartford Insurance Company of the Midwest
Hartford Underwriters Insurance Company
Hartford Insurance Company of the Southeast
Hartford Lloyd's Insurance Company
Trumbull Insurance Company

--IFS at 'A+'.
Fitch upgrades the following rating with a Stable Outlook:

Hartford Life and Accident Insurance Company

-- IFS to 'A' from 'A-'.

Fitch downgrades the following ratings with a Stable Outlook:

Hartford Life Insurance Company

-- IFS to 'BBB+' from 'A-';
-- Medium-term note program to 'BBB' from 'BBB+'.

Hartford Life Global Funding

-- Secured notes program to 'BBB+' from 'A-'.

Hartford Life Institutional Funding

-- Secured notes program to 'BBB+' from 'A-'.

Hartford Life and Annuity Insurance Company

-- IFS to 'BBB+' from 'A-'.


HARVARD EVERGREEN: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Harvard Evergreen Properties, LLC
        2095 Broadway, Suite 302
        New York, NY 10023

Case No.: 14-17857

Chapter 11 Petition Date: April 22, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: Stuart Gold, Esq.
                  MANDELBAUM SALSBURG LAZRIS & DISCENZA, P.C.
                  155 Prospect Avenue
                  West Orange, NJ 07052
                  Tel: (973) 736-4600
                  Fax: (973) 325-7467
                  Email: sgold@msgld.com

Total Assets: $0

Total Liabilities: $1.78 million

The petition was signed by Michael B. Trencher, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb_14-17857.pdf


HERITAGE ORGANIZATION: Texas Appeals Court Affirms Kornman Ruling
-----------------------------------------------------------------
Gary Kornman, who served as CEO and sole shareholder of Heritage
Organization, L.L.C., a provider of estate, business, tax, and
asset planning, filed a declaratory judgment seeking to have his
residence and personal property located in the residence declared
exempt from execution by Dennis Faulkner, the bankruptcy trustee
for Heritage.  After a two-day bench trial, the trial court
declared Kornman's residence his homestead and entitled to
exemption, but declared all of the personal property located
inside non-exempt and subject to execution.  Kornman generally
contends there is legally and factually insufficient evidence to
support the trial court's ruling that his personal property was
not exempt, and the trial court erred by disregarding evidence the
nonexempt personal property was encumbered by a federal tax lien
and by declaring Faulkner was entitled to turnover relief.  In an
Opinion filed April 17, 2014, available at http://is.gd/DNPrah
from Leagle.com, the Court of Appeals of Texas, Fifth District,
Dallas, affirmed.

In May 2004, Heritage filed for relief under Chapter 11 of the
bankruptcy code.  Faulkner was appointed trustee by the United
States Bankruptcy Court for the Northern District of Texas and,
two years later, filed an adversary proceeding against Kornman and
others alleging, among other things, that Kornman had engineered
fraudulent and preferential transfers to himself and related
entities prior to Heritage's bankruptcy filing.  Following trial,
the bankruptcy court entered judgment against Kornman, holding him
personally liable for over $10 million.

The appellate case is, GARY M. KORNMAN, Appellant, v. DENNIS S.
FAULKNER, TRUSTEE, Appellee, No. 05-12-01641-CV (Tex. App.).  The
Opinion was penned by Justice Molly Francis.

The Heritage Organization, LLC, filed a voluntary petition for
relief under Chapter 11 (Bankr. N.D. Tex. Case No. 04-35574) on
May 17, 2004.  Dennis Faulkner was appointed as the chapter 11
Trustee of Heritage's estate on Aug. 16, 2004.  The Court
confirmed Heritage's plan of reorganization on Sept. 12, 2007.
Pursuant to the Plan, a creditors' trust was created and Mr.
Faulkner was appointed as Trustee.


JAMES RIVER: Proposes to Pay $7.5-Mil. for Critical Vendors
-----------------------------------------------------------
James River Coal Company and its debtor-affiliates will ask the
Court at a final hearing on May 7 for approval of their request to
pay $7.5 million in prepetition claims of critical vendors.

The Debtors say that many of their suppliers are in the unique
position of holding a virtual monopoly over the goods and services
they provide.

The Debtors propose that they may, in their sole discretion,
condition payment of the critical vendor claims of each critical
vendor upon an agreement to continue to supply goods or services
to the Debtors on customary trade terms.

The bankruptcy court has granted interim approval of the request.
The hearing to consider final approval of the motion is slated for
May 7, 2014, at 1:00 p.m.

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

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


JAMES RIVER: Wins Nod to Enter Into Coal Contracts
--------------------------------------------------
James River Coal Company and its debtor-affiliates sought and
obtained approval from the bankruptcy court to enter into and
perform under coal contracts in the ordinary course of business.

Before the Petition Date, the Debtors routinely, and in the
ordinary course of their businesses, entered into contracts with
(a) customers, to sell coal from the Debtors' mining operations or
acquired from other sources and (b) third-party coal producers, to
purchase coal to resell, primarily in connection with the Debtors'
coal brokerage business.

As coal sales generate virtually all of the Debtors' revenues, the
Debtors submit that it is axiomatic that entering into and
performing under coal contracts is within the ordinary course of
their businesses.

Counsel to the Debtors, Henry P. (Toby) Long, III, Esq., at Hunton
& Williams LLP, explained that if the Debtors had to seek Court
approval every time they wished to enter into a new coal sale
contract, the Debtors believe that they would be at a competitive
disadvantage to their more nimble competitors, resulting in a loss
of customers and revenues, thus endangering their chances of
successfully restructuring.


JAMES RIVER: Limiting Equity Transfers to Save NOLs
---------------------------------------------------
James River Coal Company and its debtor-affiliates seek to enforce
the automatic stay by implementing court-ordered procedures
intended to protect the Debtors' estates against the possible loss
of valuable tax benefits that could flow from inadvertent stay
violations.

Accordingly, the Debtors have sought approval from the bankruptcy
court to (i) establish and implement restrictions and notification
requirements regarding the tax ownership and certain transfers of
common stock of James River and (ii) to notify holders of stock of
the restrictions, notification requirements and procedures.

The Debtors estimate that, as of March 2014, they had a
consolidated net operating loss ("NOL") for U.S. federal income
tax purposes of approximately $304 million and a NOL for U.S.
federal alternative minimum tax purposes of approximately $92
million.

Because an "ownership change" may negatively impact the Debtors'
utilization of their NOL carryforwards and other tax attributes,
the Debtors proposed these procedures:

   * Any "substantial shareholder" -- entity that has direct
     or indirect beneficial ownership of at least 1.8 million
     shares of common stock (representing approximately
     4.75% of all issued and outstanding shares) -- must serve and
     file a declaration on or before the later of (i) 15 days
     after the date of the notice of order and (ii) 10 days after
     becoming a substantial shareholder.

   * Prior to effectuating any transfer of the equity securities
     that would result in another entity becoming a substantial
     shareholder, the parties to such transaction must serve and
     file a notice of the intended stock transaction.

   * The Debtors have 15 calendar days after receipt of the stock
     transaction notice to object to the proposed transaction.

   * If the Debtors do not object, the proposed transaction may
     proceed.

   * Any transfer of the equity securities in violation of the
     procedures will be null and void ab initio.

The Debtors' motion has been granted by the court on an interim
basis.  A final hearing is slated for May 7, 2014 at 1:00 p.m.

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

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


JAMES RIVER: Terms of $110-Million DIP Financing
-------------------------------------------------
James River Coal Company, et al., will ask the bankruptcy court at
a hearing on May 7 to grant final approval of their request to
access $110 million of postpetition financing from a syndicate of
lenders, with Cantor Fitzgerald Securities acting as sole
administrative agent and collateral agent.

The Debtors intend to preserve and enhance their businesses and
continue to explore various strategic alternatives, including a
possible sale of some or substantially all of their assets and/or
a reorganization pursuant to a third-party sponsored plan of
reorganization, through the use a postpetition credit facility
consisting of a $110 million superpriority senior secured debtor
in possession term facility.

Approximately $4.4 million of the DIP facility will be used to pay
all accrued and unpaid fees, expenses and other charges payable
under the prepetition credit facility with General Electric
Capital Corporation, and the amounts outstanding under a Master
Lease Agreement between GECC, as lessor, and James River Coal, as
lessee, dated as of September 19, 2006, and approximately $29.9
million will be used to cash collateralize the existing letters of
credit issued under the prepetition credit facility, thereby
providing the Debtors with $48.1 million of aggregate incremental
liquidity and the ability to maintain their existing letters of
credit.

Other salient terms of the DIP facility are:

     Borrower:       James River Coal Company

     Guarantors:     All of JRCC's debtor subsidiaries.

     DIP Lenders:    A syndicate of financial institutions,
                     arranged by Deutsche Bank Securities Inc., as
                     sole arranger and bookrunner.

     Administrative
     Agent:          Cantor Fitzgerald Securities

     Maturity Date:  The date that is the nine-month anniversary
                     of the closing date.

     Fees:           Agency Fee: The fee payable to the DIP Agent
                     in the amount of $40,000 payable on the date
                     on which the Court enters the Interim DIP
                     Order.

                     Funding Fee: The fee payable to the DIP Agent
                     in the amount of approximately $155,636 for
                     its own account as a Lender under the DIP
                     Credit Agreement.

                     Arranger Fees: The fee payable to the
                     Arranger in the amount of approximately 2.43%
                     of the principal amount of the Loans as set
                     forth in a fee letter between the Arranger
                     and the Debtors, which will be subject to
                     further court approval.

                     OID: The Loans will be issued at a price of
                     96.5% of the principal amount thereof (with
                     the OID on the entire amount of the DIP
                     Financing Facility paid at the Initial
                     Borrowing).

     Interest
     Rates:          The applicable interest is (a) with respect
                     to LIBOR Rate Loans, LIBOR plus 8.50%, with a
                     LIBOR floor of 1.00% and (b) with respect to
                     Base Rate Loans, the Base Rate plus 7.50%.
                     In an event of default, the interest rate
                     will be increased by 2.00% per annum above
                     the interest rate.

     Mandatory
     Prepayments
     Amortization:   JRCC will prepay the Loans in an amount equal
                     to (i) $15,000,000 upon the earlier of (x)
                     August 15, 2014 and (y) the date on which the
                     Credit Parties file a plan of reorganization
                     and (ii) $5,000,000 on September 30, 2014
                     unless, in the case of this clause (ii), the
                     Court shall have entered a confirmation order
                     in respect of an Acceptable Plan of
                     Reorganization on or prior to such date.

     Collateral,
     Priority and
     Adequate
     Protection:     The DIP Financing Facility is secured by a
                     first-priority, fully perfected lien on the
                     collateral.  The collateral for the DIP
                     facility will exclude the Debtors' claims and
                     causes of action under Sections 502(d), 544,
                     545, 547, 548, 549 and 550 of the Bankruptcy
                     Code, but, subject only to and effective upon
                     entry of the final order, will include any
                     proceeds or property recovered, unencumbered
                     or otherwise the subject of successful
                     avoidance actions, whether by judgment,
                     settlement or otherwise.

                     The Debtors will provide adequate protection
                     to the prepetition secured creditors in the
                     form of Section 507(b) claims and replacement
                     liens, and payments to the prepetition agent
                     of the small amounts owed under the
                     Prepetition Credit Agreement.

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

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


JAMES RIVER: April 30 Deadline to Object to July Auction
--------------------------------------------------------
James River Coal Company, et al., will ask Judge Kevin R.
Huennekens at a hearing on May 7, 2014, starting 1:00 p.m.
(prevailing Eastern Time), to approve proposed procedures for the
sale of all or substantially all of their assets.  Objections to
the proposed sale process are due April 30, 2014.

The Debtors filed their chapter 11 cases in order to pursue a
flexible, dual-track restructuring process with the goal of
maximizing the recovery for their estates and creditors.
Specifically, the Debtors are seeking to either consummate a sale
of some or all of their businesses to a third party or to raise
debt or equity capital for a standalone restructuring.

The Debtors' postpetition restructuring efforts continue an
ongoing marketing process that began in earnest prepetition, and
are designed to solicit and secure the highest and best offers to
maximize recoveries for the stakeholders of these estates. For the
past three months, the Debtors, with the assistance of their
restructuring financial advisor, Perella Weinberg Partners LP and
their investment banker and M&A advisor, Deutsche Bank Securities
Inc., have been exploring strategic alternatives, including a
capital investment in the Debtors through debt and/or equity
securities or a sale of all or some of the Debtors' assets.

In February and March 2014, Deutsche Bank contacted over 40
parties (including existing stakeholders and financial and
strategic buyers and investors) to gauge their interest in a
potential transaction.  Approximately half of those parties
entered into confidentiality agreements and received confidential
information.  Discussions with several of these parties remain
ongoing, and certain of these parties are in the process of
conducting significant due diligence, including on-site visits and
meetings with management. The Debtors, Perella Weinberg and
Deutsche Bank continue to explore all of the Debtors' available
options.

The Debtors seek to complete this marketing process through a
fully transparent Auction that is designed to achieve a single-
goal: to achieve the highest and best recovery for the Debtors'
estates and creditors.

The Debtors ask the Court to approve these procedures:

     * Interested parties will be permitted to structure their
Bids as an offer to purchase all or any part of the Debtors'
businesses, or as an offer to contribute capital to the Debtors in
connection with a standalone plan of reorganization.

     * The Debtors reserve the right to select a qualified bid to
serve as the minimum bid or stalking horse bid at the auction, and
will grant bidding protections to the stalking horse bidder.
The Debtors will provide the stalking horse bidder a break-up fee
of up to 3% of the purchase price set forth in the stalking horse
bid and reimbursement for the reasonable fees.

     * The Debtors intend to move forward expeditiously with the
auction, based on this timeline:

       -- Preliminary indications of interest are due May 22, 2014
          at 5:00 p.m. (prevailing Eastern Time).

       -- Bids are due June 30, 2014 at 5:00 p.m.

       -- If qualified bides are received, an auction will be
          conducted July 8, 2014 at 10:00 a.m.

       -- If the successful bid contemplates a sale, a sale
          hearing will be conducted July 11, 2014 at 10:00 a.m.

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.


LANDAUER HEALTHCARE: Panel Can Tap Deloitte as Fin'l Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases of LMI Legacy Holdings Inc., et al., formerly known as
Landauer Healthcare Holdings, Inc., sought and obtained permission
from the U.S. Bankruptcy Court to employ Deloitte Transactions and
Business Analytics LLP as its financial advisory services
provider.

Charles F. Kuoni III, a Director of DTBA, attests that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's rates are:

       Personnel Classification       Applicable Rate
       ------------------------       ---------------
       Partner/Principal/Director       $500 - $575
       Senior Manager                   $400 - $450
       Manager                          $335 - $350
       Senior Associate/ Associate      $240 - $295
       Paraprofessionals                 $75 - $125

                     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.


LINEAGE LOGISTICS: Moody's Affirms 'B3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed the B3 Corporate Family
Rating ("CFR") of Lineage Logistics, LLC, following the agreements
the company has reached to acquire an additional three businesses
in the cold storage and logistics industry for an aggregate
purchase price of more than $100 million. Moody's has also
affirmed the B3 rating for the company's senior secured term loan
that it plans to increase by $60 million to $660 million to help
finance the aggregate purchase price of these businesses. The
ratings outlook is stable.

Ratings Rationale

The rating action reflects Moody's assessment that the businesses
that Lineage Logistics has agreed to acquire are a good fit with
the company's strategy to further expand its presence in the cold
storage warehousing and logistics industry. In addition, the
estimated EBITDA margins of the businesses compare favorably with
the EBITDA margin for Lineage Logistics, which Moody's estimates
to be approximately 30%. Although the integration of recently
acquired Millard Refrigerated Services has only just commenced,
Moody's assesses that the risk of successfully completing the
integration process for the three additional businesses is
manageable, given the limited size of these businesses and
management's track record in integrating newly acquired businesses
in its existing operations.

The aggregate purchase price for the three businesses exceeds $100
million, which, together with a planned buy-out of the ground
lease for one of its new warehouse locations, the company intends
to finance through an increase of its senior secured term loan of
$60 million, a $40 million drawdown of its $100 million senior
secured revolving credit facility, as well as additional equity
and available cash. Moody's estimates that the planned
transactions have a marginally positive effect on financial
leverage and interest coverage for 2014 on a pro forma basis, as
measured by Debt to EBITDA and EBIT to Interest, respectively.

The B3 CFR rating for Lineage Logistics takes into account the
relative stability of the company's business model and its robust
cash flow generation, balanced against the company's elevated debt
levels. Pro forma for the recent acquisition of Millard
Refrigerated Services, Moody's estimates Debt to EBITDA to be more
than 8.0 times in 2013, which Moody's considers very high for the
B3 rating level. Moody's assesses the liquidity profile for
Lineage Logistics to be good, although investments in the
construction of new properties will substantially reduce free cash
flow in 2014 and the planned $40 million drawdown of the $100
million senior secured revolving credit facility materially
reduces the remaining availability of this facility.

The senior secured term loan due 2021 is rated B3, which implies
that there is no rating differential with the company's CFR. This
reflects the limited amount of unsecured debt that is incorporated
in Moody's Loss Given Default ("LGD") analysis.

The stable ratings outlook is predicated on Moody's expectation
that Lineage Logistics is able to grow its business moderately,
with profit levels that are consistent with an estimated EBITDA
margin of approximately 30% for 2013, pro forma for the
acquisition of Millard Refrigerated Services. With free cash flow
expected to be limited in 2014, Moody's anticipates leverage to
remain at circa 8.0 times in the near term.

The ratings for Lineage Logistics could be downgraded if Debt to
EBITDA is trending upwards from the 2013 pro forma level of over
8.0 times. Downward pressure on the ratings is also warranted if
cash flow generation would deteriorate. Specifically, a rating
action could be considered if Retained Cash Flow to Net Debt would
be less than 8.0% for a prolonged period.

The ratings for Lineage Logistics could be upgraded if the company
were to deploy free cash flow consistently towards debt repayment,
resulting in material deleveraging of its balance sheet, such that
Debt to EBITDA would be less than 6.0 times on a sustained basis.

Affirmations:

Issuer: Lineage Logistics, LLC

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured Bank Credit Facility, Affirmed B3 (LGD4, 51%)

Outlook Actions:

Issuer: Lineage Logistics, LLC

Outlook, Remains Stable

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.

Lineage Logistics, LLC, headquartered in Colton, CA , is one of
the largest providers of refrigerated storage services in North
America.


MAZORRO RESOURCES: Gets Default Notice on Lapaska Option Agreement
------------------------------------------------------------------
Mazorro Resources Inc. on April 22 disclosed that it has filed a
technical report entitled "NI 43-101 Technical Report Pertaining
to: Chibougamau Property, Monster Lake West Block and Meston Lake
West Block, Northwestern Quebec, Chibougamau Mining Camp, NTS
32G10 and 32G07" dated April 4, 2014 and prepared by Donald
Theberge, Eng., M.B.A., an independent qualified person under NI
43-101.

               About the Monster Lake area property

During January 2014, the Company announced that it had entered
into an amended asset purchase agreement for the acquisition of an
initial 50% interest in a total of 81 claims covering
approximately 4,515 hectares in the Monster Lake area, in
northwestern Quebec.  Additionally, the Company has an option,
exercisable for a period of two years, to acquire the 50% interest
retained by Genius Properties Ltd.  The property comprises two
claim blocks: Monster Lake West consisting of 40 claims covering
approximately 2,224 hectares and Meston Lake West consisting of 41
claims covering approximately 2,291 hectares.  The Monster Lake
area is located approximately 44 kilometres southwest of the town
of Chibougamau.  The property is easily accessible by road and a
high-voltage power line crosses the area nearby.

Since 1984, over 40,000 metres of diamond drilling has been
completed by various operators along the over four-kilometre
mineralized corridor at the Monster Lake area.  In the winter of
2012, TomaGold drilled 16 holes for a total of 2,420 metres on the
Annie zone, which resulted in a major discovery of 237.6 grams per
tonne of gold over 5.7 metres in hole M-12-60.  In 2013, TomaGold
drilled 12 holes totalling 5,000 metres on zone 325.  All the
holes intersected the gold-bearing structure, and seven of the 12
holes returned values of over 10 grams per tonne of gold (see
TomaGold's website at www.tomagoldcorp.com ).  TomaGold recently
announced a significant option agreement with Iamgold Corp. valued
at over $17.5 million whereby Iamgold can earn a 50% interest in
TomaGold's Monster Lake and other properties.

During January 2014, a helicopter-borne magnetic and
electromagnetic (TDEM) survey, funded by Genius Properties Ltd.,
was flown over the Monster Lake property with 258 line-kilometres
over the Monster Lake West Block and 257 line-kilometres over the
Meston Lake West Block, for a total of 515 line-kilometres.  The
survey was performed by Prospectair Geosurveys.  Both Blocks were
flown with traverse lines at 100 metre spacing and control lines
spaced every 1,000 metres.  Final results of the survey are
pending.

Donald Theberge, Eng., M.B.A., is an independent qualified person
(as defined by National Instrument 43-101) and is the author of
the NI 43-101 report and has reviewed and approved the scientific
and technical information in this press release.

                     Lapaska option agreement

The optionor of the Lapaska property, Adventure Gold Inc., has
provided a notice of default with respect to the Lapaska property
option agreement which stipulates that the Company had not
provided the cash and common share payments which were due on
December 31, 2013 and that additional exploration expenditures of
approximately $300,000 were required to complete the first option
earn-in requirements.  Under the terms of the Lapaska option
agreement, the Company was provided a 30 day period to cure these
defaults or it would forfeit any interest in the property.  The
Company was not able to cure these default conditions within the
30 day period and has therefore forfeit any interest in the
property.  Given the uncertainty regarding the Company's ability
to renegotiate the terms of the option agreement or to cure the
default conditions within the available time period, the Company
previously recorded a full impairment charge of $1,841,238 as at
November 30, 2013 with respect to the Lapaska mineral exploration
property and exploration and evaluation assets.

                           About Mazorro

Mazorro Resources Inc. is a TSX Venture Exchange listed, Canadian
based, precious metals exploration company that is active in
creating value through exploration and development of gold
projects in Quebec.  Mazorro currently has 55,514,773 common
shares outstanding.


MEE APPAREL: Needs Quick Auction; To Run Out of Cash by June
------------------------------------------------------------
MEE Apparel LLC said it would only agree to a one-week delay of
the auction for its assets despite objections by unsecured
creditors to an insider-led auction in mid-May.

The Debtors have sought approval to conduct an auction in mid-May
where owner Suchman, LLC, will be the stalking horse bidder.
Suchman is one of the Debtors' prepetition lenders, indirect
equity owner, and proposed DIP lender.  Suchman is owned 100% by
Seth Gerszberg, the indirect owner of the Debtor.

Suchman has agreed to provide $7 million to finance the Chapter 11
cases but the parties' DIP credit agreement requires the Debtors
to:

   -- obtain an order approving the Debtors' retention of an
      investment banking firm acceptable to the DIP Lender, no
      later than 10 days after the Petition Date;

   -- obtain an order approving the sale procedures no later
      than 15 days after the Petition Date;

   -- conduct an auction no later than 45 days after the Petition
      Date;

   -- obtain approval of the sale no later than 2 days after
      the auction; and

   -- close the sale no later than 2 days after entry of the
      sale order.

In the event the Debtors pursue an alternative transaction,
Suchman will receive an expense reimbursement in the amount of
$200,000.

                      Committee's Objection

In objecting to the proposed quick sale of the assets, the
Official Committee of Unsecured Creditors asserted, "These cases
may be nothing more than a further mechanism for Gerszberg to move
assets and liabilities among his web of controlled entities.  The
Committee must be afforded additional time to understand the
prepetition transactions, the proposed restructuring transactions,
and the Debtors' exit strategy to determine if these Chapter 11
Cases will benefit any stakeholder other than Gerszberg."

The Committee notes that the Debtors have already failed to meet
the originally proposed milestones for entry of an order retaining
an investment banker and entry of the bidding procedures order. It
claims that the proposed milestone of May 17, 2014 for the Debtors
to conduct an auction, close a sale, and have the DIP Facility
mature or be paid off shortly thereafter leaves only one month for
the Committee to complete its fiduciary duties and determine the
best strategy for maximizing value for unsecured creditors.

"The Debtors would like all stakeholders and this Court to believe
that the insider sale to Suchman is the only viable reorganization
strategy.  It may be that the proposed sale is in the best
interests of the Debtors' estate, but, at this moment, that is far
from clear to the Committee. It is abundantly clear, however, that
unsecured creditors will stand behind alleged insider secured debt
of approximately $27 million if the Debtors' restructuring
strategy is followed through," the Committee said in court
filings.

Aside from the Committee, the U.S. Trustee and General Growth
Properties and other landlords filed objections to the proposed
bidding procedures.  The landlords noted that the bidding
procedures do not afford sufficient time to address adequate
assurance of performance or the additional protections afforded to
shopping center leases.

                       Debtors' Response

In an omnibus response to the objections, the Debtors reiterated
that they have an obvious and immediate need to proceed as
expeditiously as possible towards approval of the sale of
substantially all of their assets to Suchman, subject to higher
and better offers.

The Debtors explained that the timeline for the sale is simply
dictated by the Debtors' cash needs.  As set forth in the Debtors'
budget, the Debtors will exhaust their liquidity by the week
ending May 24, 2014.  The Debtors' budget allocated an additional
$1 million for the wind down of the Debtors' estates and a
dividend to unsecured creditors who are completely, categorically
and indisputably "out of the money."

In an effort to resolve the Committee's objection to the timeline,
the Debtors said they would agree to postpone the sale process by
one week (with a sale hearing to occur on May 28, 2014, or 56 days
after the Filing Date).  By doing so, the Debtors will spend
roughly $250,000 of the $1 million allocated for the wind-down and
benefit of unsecured creditors.  The Debtors said they lack the
financial wherewithal to delay the sale process any further since
an extension into June 2014 will require the Debtors to pay
approximately $650,000 in June rent which they cannot afford.
Thus, any further delay in the sale process will seriously
jeopardize the Debtors' ability to maintain their going concern
value and consummate the sale of their assets.

Under the Debtors' proposed revised timeline, the deadline to
submit bids would be on May 19, 2014 at 12:00 p.m. (Eastern
Standard Time), the auction will be on May 21 at 10:00 a.m., sale
objections would be due May 23 at 4:00 p.m., and the sale hearing
would be on May 28 at 10:00 a.m.

The Committee is represented by:

         David M. Posner, Esq.
         Jessica M. Ward, Esq.
         Kevin Zuzolo, Esq.
         OTTERBOURG P.C.
         230 Park Avenue
         New York, NY 10169
         Tel: (212) 661-9100

                        About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on April
2, 2014.

The Debtors have suffered declining sales and reduced
profitability since the beginning of 2009.  As a result, MEE
defaulted on a $50 million credit facility with Wells Fargo, N.A.
Additionally, the Debtors were unable to meet the terms of their
license agreements with the Iconix Joint Venture prompting owner
Seth Gerszberg in May 2013 to sell their remaining 49% interest in
the Ecko portfolio of brands for $45 million and the assumption of
certain debt.  Suchman LLC used the proceeds of that sale (i) to
pay the WF Facility Lenders and take assignment of the WF Credit
Facility and (ii) to provide $12.54 in additional loans to the
Debtors.

The Debtors have a deal to sell the assets to Gerszberg's Suchman
LLC at a bankruptcy court-sanctioned auction.

As of the Petition Date, the Debtors had assets of approximately
$30 million and liabilities of $62 million, including $25 million
of debt outstanding to unsecured creditors.

Judge Christine M. Gravelle presides over the Chapter 11 cases.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.  A copy of Mr. Gregg's affidavit in support
of the first-day motions is available for free at:

    http://bankrupt.com/misc/Mee_Apparel_1st_Day_Affidavit.pdf


MEE APPAREL: Proposes Close Schotz as Bankruptcy Counsel
--------------------------------------------------------
MEE Apparel LLC and MEE Direct LLC seek approval from the
bankruptcy court to employ Cole, Schotz, Meisel, Forman & Leonard,
P.A. as bankruptcy counsel, nunc pro tunc to April 2, 2014.

Cole Schotz will be rendering services on an hourly basis.  The
current rates of Cole Schotz members, associates and paralegals
are:

                                          Hourly Rates
                                          ------------
         Members                        $395 to $800.00
         Special Counsel                $375 to $440.00
         Associates                     $195 to $420.00
         Paralegals                     $170 to $250.00
         Litigation Support Specialist  $100 to $250.00

As of the Petition Date, Cole Schotz had a $187,111 retainer for
legal services to be rendered and costs to be incurred for and on
behalf of the Debtors after the Petition Date.

Michael D. Sirota, Esq., a shareholder of Cole Schotz, attests
that the firm does not hold or represent any interest adverse to
the Debtors, their estates or creditors and is a disinterested
person.

                        About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on April
2, 2014.

The Debtors have a deal to sell the assets to owner and lender
Seth Gerszberg's Suchman, LLC, at a bankruptcy court-sanctioned
auction.

As of the Petition Date, the Debtors had assets of approximately
$30 million and liabilities of $62 million, including $25 million
of debt outstanding to unsecured creditors.

Judge Christine M. Gravelle presides over the Chapter 11 cases.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.


MEE APPAREL: Taps Innovation Capital as Investment Banker
---------------------------------------------------------
MEE Apparel LLC and MEE Direct LLC ask for approval from the
bankruptcy court to employ Innovation Capital, LLC as their
investment bankers pursuant to 11 U.S.C. Sec. 327(a).

Since its engagement shortly before the Petition Date, Innovation
has become uniquely situated to increase the likelihood of a
successful transaction.  The Debtors tapped Innovation to assist
them with (i) a sale, merger or acquisition of all of the equity
interest in, or substantially all of the assets of the Debtors and
(ii) arranging debtor-in-possession financing in connection with
the Chapter 11 cases.

Postpetition, the Debtors contemplate that Innovation will provide
the Debtors advice and assistance in connection with completing
the sale transaction, including conducting an auction process in
accordance with the Bankruptcy Code to solicit and evaluate
indications of interest and proposals.

The Debtors propose to compensate Innovation as follows:

   a. Reorganization Fee: The Debtors agree to pay a fee equal to
$65,000 upon the earlier to occur of (i) the Bankruptcy Court
confirming the Debtors' plan of reorganization, (ii) the closing
of a transaction, or (iii) the conversion of the Debtors' Chapter
11 cases to a Chapter 7 liquidation.

   b. Retainer Fee. Before the Petition Date, the Debtors paid
Innovation a nonrefundable retainer fee in the amount of $10,000.

Innovation also will seek reimbursement for reasonable out-of-
pocket expenses, provided that such amounts will not exceed
$10,000 in the aggregate without the prior written consent of the
Debtors.

                        About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on April
2, 2014.

The Debtors have a deal to sell the assets to owner and lender
Seth Gerszberg's Suchman, LLC, at a bankruptcy court-sanctioned
auction.

As of the Petition Date, the Debtors had assets of approximately
$30 million and liabilities of $62 million, including $25 million
of debt outstanding to unsecured creditors.

Judge Christine M. Gravelle presides over the Chapter 11 cases.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.


MERCANTIL COMMERCEBANK: Fitch Affirms BB LT Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings (IDRs) of Mercantil Commercebank Florida Bancorp (MCFB)
and its main subsidiary, Mercantil Commercebank, N.A. at 'BB/B',
with a Stable Outlook.  A complete list of ratings follows this
release.  Through its ultimate domestic holding company, Mercantil
Commercebank Holding Corp. (MCH), the bank is beneficially owned
by Mercantil Servicios Financerios (MSF), one of the largest
financial institutions based in Venezuela.  Although the ratings
assigned are for MCFB, Fitch also reviews the financials for MCH,
which is the domestic holding company for MCFB in the U.S.

KEY RATING DRIVERS - IDRs, VR and Senior Debt

MCFB's IDRs and Stable Outlook reflect its geographic
concentration mainly in South Florida, risk profile that includes
exposure to economic conditions in Latin America, limited
franchise, and modest earnings measures.  The company's ratings
are supported by its solid capital levels and good liquidity
profile.  Fitch believes the company's improvement in credit and
financial performance over the last two years is sustainable.
During 2013, MCH's financial performance improved with net income
of $28.6 million compared to $26.4 million for 2012 and reported
net losses for 2008-2010.  Results are supported by significant
improvement in asset quality which ultimately has reduced credit
costs.

In 2014, the company should see some benefits from increased
volumes in loan originations with higher yields from the growing
commercial and industrial loans (C&I) lending segment than its
trade finance book, whose loan yields are much lower reflecting
their short duration.  Additionally, the company has increased the
purchase of syndicated loans, which should also offset the impact
to margin pressures from the investment securities portfolio.
Offsetting, provisioning may need to increase to keep up with loan
growth.

Although profitability has improved, MCH's earnings measures tend
to be modest when compared to other community banks and are
considered a rating constraint.  Fitch attributes this to the
company's asset mix, which is lower yielding, as cash and
investment securities averaged 30% of total assets over the past
four quarter-period ends. A dditionally, MCH's large correspondent
banking business and short-term trade finance are lower-yielding
than other types of loans, which also constrains spread revenue
and the margin.  Other factors affecting recent performance
include the extended period of low interest rates.

MCH reported return on assets (ROA) at 0.42% for 2013. Fitch also
analyzes the company's earning measures on a risk-adjusted basis.
Return on risk weighted assets (RORWA) stood at 0.91x for 4Q'13
and was in-line with expectations.

Credit trends have significantly improved from the peak of the
crisis as net charge-offs (NCOs), nonperforming assets (NPAs), and
the inflows of criticized/classified assets all continue to
decline and return to normalized levels.  Fitch expects future
credit costs to be manageable given the continued reduction in
overall balances in the riskier segments of CRE and construction
portfolios.  At year-end 2013, NPAs, calculated by Fitch to
include accruing troubled debt restructuring, was 1.00% compared
to 2.58% the previous year. NCOs also declined to 0.16% for 2013
compared to 0.57% for 2012.

MCH's capital position is solid and supports the risks inherent in
the bank's business mix. MCH's Fitch Core Capital/Risk Weighted
Assets ratio stood at 13.6% and Tier 1 Common stood at 13.56%.
Given projected loan growth, capital is expected to decline
slightly but should remain above peer averages.  The decline
should also be manageable given the expectation of sustainable
profitability.

MCH's balance sheet represents good liquidity with the combination
of cash, cash equivalents and investment securities representing
about 27.2% of total assets on Dec. 31, 2013, and the loan-to-
deposit ratio was 85%.  The investment portfolio is highly rated,
short in duration at 2.2 years.  Nonetheless, Fitch notes that
certain securities holdings could be affected by economic
conditions in certain countries in Latin America, although these
positions are modest in size.

The company has continued to shift its loan mix by reducing real
estate lending and growing its C&I portfolio.  For 2013, MCH's C&I
portfolio grew by 9% compared to the previous year.  Although
Fitch views the diversification in the loan mix as a positive, the
industry in general has also been growing C&I loans and
competition is fierce.  In general, Fitch is concerned with the
potential for credit quality deterioration, since performance for
these loans is better than historical averages.

Offsetting this, MCFB's targeted client base is more niche, which
gives the company an opportunity to leverage its expertise in
Latin America as well as in oil-related industries.  Additionally,
the bank also engages in syndicated lending through participations
in large lending arrangements to domestic corporate borrowers.
Participations are entered into with the initial lending group or
purchased in the secondary market.  Although performance to date
has been stable, Fitch will monitor the growth in this segment.

KEY RATING SENSITIVITIES - IDRs, Senior Debt and Viability Rating
(VR)

Given MCFB's geographic concentration in South Florida, its IDRs
are sensitive to market conditions within its footprint.
Additionally, MCFB has a large component of international
exposures (roughly 40% of its lending activity), which is also
affected by economic conditions in Latin America.

MCFB ratings are on the high-end of its rating potential.
Although Fitch recognizes the company's recent improvements in
asset quality and earnings, Fitch considers ties to its parent
company, MSF, and affiliated bank, Mercantil CA Banco Universal.
Although MCFB operates in the Florida market, its franchise could
be affected by the health of its parent company and/or affiliated
bank, currently rated at 'B', Negative Outlook.

Factors that could trigger negative rating action would be a
declining trend in earnings and/or a reversal of recent
improvements to credit performance.  Fitch notes that MCH has
experienced above-average C&I loan growth that is unseasoned.
Although not anticipated, reputational risk is also a concern
given MCFB's ultimate parent is domiciled in Venezuela.  To date,
MCFB has actually benefited from its Mercantil brand, despite
volatility in Venezuela, as demonstrated by its stable deposit
base.

In Fitch's review of MCH, the criteria report 'Rating FI
Subsidiaries and Holding Companies', August 2012, was applied.  In
general, subsidiary banks can be vulnerable to a sharp
deterioration in the parent's credit profile.  As a result,
subsidiary VRs are not usually much higher than parent Long-Term
IDRs.

KEY RATING DRIVERS and SENSITIVITIES - Support and Support Rating
Floors

MCFB has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, MCFB is not systemically important and therefore,
Fitch believes the probability of support is unlikely.  IDRs and
VRs do not incorporate any support.

KEY RATING DRIVERS - Holding Company

MCH has a bank holding company (BHC) structure with the bank as
the main subsidiary.  The subsidiary is considered core to the
parent holding company supporting equalized ratings between the
bank subsidiary and the BHC.  IDRs and VRs are equalized with
those of MCH's operating company and bank reflecting its role as
the bank holding company, which is mandated in the U.S. to act as
a source of strength for its bank subsidiaries.

KEY RATING SENSITIVITIES - Holding Company

On a stand-alone basis at the holding company, MCFB's liquidity is
considered ample.  The holding company maintained its own source
of liquidity with cash and investment securities totaling $42
million at Dec. 31, 2013.  Annual MCFB (parent-company only)
interest expense totals approximately $7 million, providing about
6x coverage.  The only debt outstanding at MCH or MCFB consists of
$114 million of trust preferred securities (unrated), issued
privately and through pools, as of Dec. 31, 2013.  Double leverage
is modest at 112%.

KEY RATING DRIVERS and SENSITIVITIES - Institutional Support

Over the years, capital ratios have been augmented by capital
contributions from MSF (about $267 million for 2008-2012).
Although MSF has demonstrated its willingness to provide capital
support to MCFB and ultimately to MCB, Fitch assumes that
additional contributions from MSF are unlikely over the near term
and cannot be relied upon.
PROFILE

Established in 1979, Mercantil Commercebank, N.A. (MCB), based in
Coral Gables, FL, is a privately held, FDIC insured, nationally
chartered bank, regulated by the Office of the Comptroller of the
Currency (OCC).  The bank has 11 branches throughout Miami-Dade
County, two in Broward County, two in Palm Beach County, one in
New York, NY, and three in Houston, TX.  The bank is ultimately
beneficially owned by Mercantil Servicios Financerios (MSF), the
largest financial group based in Venezuela.

Fitch has affirmed the following ratings, with a Stable Outlook:

Mercantil Commercebank Florida BanCorp.

-- Long-term IDR at 'BB';
-- Short-term IDR at 'B';
-- Viability rating at 'bb';
-- Support at '5';
-- Support floor at 'NF'.

Mercantil Commercebank, N.A.

-- Long-term IDR at 'BB';
-- Long-term deposits t 'BB+';
-- Short-term IDR at 'B';
-- Short-term deposits at 'B';
-- Viability at 'bb';
-- Support at '5';
-- Support Floor at 'NF'.


MICHAEL HAT: Suit vs. Federal Crop Insurance Corp. Dismissed
------------------------------------------------------------
John Van Curen, the trustee in the Chapter 11 bankruptcy case of
Michael Hat, formerly doing business as Michael Hat Farming
Company, brought suit against the Federal Crop Insurance
Corporation and Risk Management Agency to compel payment of crop
insurance proceeds for the benefit of the Debtor.  The Trustee
filed a Motion for Partial Summary Judgment, asking the Court to
order the Defendants to implement the administrative decision of
the U.S. Department of Agriculture's National Appeals Division.
The Defendants, in turn, filed a Motion to Dismiss or in the
Alternative for Summary Judgment, arguing that the National
Appeals Division never had jurisdiction to decide the dispute
because the Trustee's claims are time-barred under the Federal
Crop Insurance Act, 7 U.S.C. Sec. 1508(j), and the subject crop
insurance policies.  Because Plaintiff Trustee's claims are time-
barred, the Court grants the Defendants' Motion and denies the
Plaintiff's Motion, District Judge Charles R. Breyer ruled in an
April 21 Order available at http://is.gd/9Kb6lafrom Leagle.com.
The judge said the statute of limitations ran with respect to the
Trustee's crop insurance claims in 2004.

The case is, VAN CUREN, Plaintiff, v. FEDERAL CROP INSURANCE
CORPORATION ET AL., Defendants, No. C 13-04601 CRB (N.D. Cal.).

John Van Curen is represented by David Clarke Sugar, Esq., and
Merle Cooper Meyers, Esq., at Meyers Law Group PC.

Federal Crop Insurance Corporation is represented by Jonathan
Unruh Lee, Esq., of the United States Attorneys Office.  Risk
Management Agency is also represented by Mr. Lee.

Michael Hat, individually and as Michael Hat Farming Company,
Capello, Inc., and Grapeco, Inc., filed petitions for chapter 11
bankruptcy protection (Bankr. E.D. Calif. Case No. 01-_____) on
July 20, 2001, and a bankruptcy trustee was appointed.  The Debtor
grew grapes primarily in California's Central Valley and sold them
to wine and juice manufacturers.  In 2003, when proposed
reorganization plans were not accepted by various creditors, the
bankruptcy proceeding changed to liquidation, and some of the
bankruptcy estates' assets were abandoned back to Mr. Hat,
including the Rampage Ranch Vineyard, Coastal Ranch Vineyard, and
Pond Ranch Vineyard.


MISSION ASSOCIATES: 9th Cir. Affirms Ruling Against Namvar Claim
----------------------------------------------------------------
Mousa Namvar submitted a claim in the bankruptcy proceedings of
Mission Real Associates, LLC, seeking 18% of the proceeds from a
court-ordered sale of commercial property.  Mission Real sought a
declaratory judgment that Mousa was not entitled to the claimed
proceeds from the sale.  The trustee in the bankruptcy proceedings
for Ezri Namvar, Mousa's brother, also objected to the claim and
requested a declaratory judgment that Mousa could not diminish
Ezri's ownership interest in the Improvements.

The bankruptcy court issued summary judgments in favor of Mission
Real and the trustee, and the district court affirmed.

In an April 22 Memorandum available at http://is.gd/kWajAFfrom
Leagle.com, a three-judge panel of the U.S. Court of Appeals for
the Ninth Circuit in Pasadena, California, affirmed, saying Mousa
did not raise a genuine issue of material fact, and that the
bankruptcy judge's evidentiary rulings do not mandate reversal.

The appellate cases are, MOUSA NAMVAR, Appellant, v. R. TODD
NEILSON, Trustee for the Chapter 11 Bankruptcy Estate of Ezri
Namvar, Appellee; and MOUSA NAMVAR, an individual, Appellant, v.
MISSION REAL ASSOCIATES, LLC, Appellee (9th Cir.).

                  About Mission Real Associates

Los Angeles, California-based Mission Real Associates, LLC,
together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. Case No. C.D. Calif. 10-22370) on March 31,
2010.  Richard K. Diamond, Esq., at Danning, Gill, Diamond &
Kolitz, LLP, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and liabilities at $10 million to
$50 million.

The Debtors are three of eight limited liability companies each of
which owned an interest in the Wilshire Bundy Property.  Situated
on the northwest comer of Wilshire Boulevard and 10 Bundy Drive in
the Brentwood District of Los Angeles, the Wilshire Bundy Property
comprises 11 approximately 1.02 acres of land and a Class A 14
story office building with more than 307,000 12 square feet of
office space.

In October 2011, the Bankruptcy Court confirmed Mission Real
Associates and its affiliates' Third Amended Plan of
Reorganization.  A full-text copy of the Third Amended Disclosure
Statement is available for free at:

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


MONTAGE TECHNOLOGY: Gets NASDAQ Listing Non-Compliance Notice
-------------------------------------------------------------
Montage Technology Group Limited on April 22 disclosed that on
April 16, 2014, the Company received a letter from the NASDAQ
Stock Market LLC indicating that it was not in compliance with the
continued listing requirements under NASDAQ Listing Rule
5250(c)(1) as a result of the Company's inability to file its
annual report on Form 10-K for the year ended December 31, 2013
with the Securities and Exchange Commission.

The Company disclosed in its Form 12b-25 Notification of Late
Filing, filed on March 31, 2014, that its Form 10-K for the year
ended December 31, 2013 cannot be finalized until the completion
of the audit committee's review of allegations contained in
reports issued by Gravity Research and the completion of the audit
of the Company's financial statements for the year ended
December 31, 2013.

Pursuant to NASDAQ Listing Rule 5101, NASDAQ has elected to
exercise its discretionary authority to expedite the review
process and has requested that the Company, if it chooses to do
so, submit a plan to regain compliance with NASDAQ's requirements
for continued listing no later than June 2, 2014.  If NASDAQ
accepts the plan, the Company will be granted an exception until
September 29, 2014 to regain compliance.  If the Company does not
submit a plan of compliance, or if the plan is not accepted by
NASDAQ, the Company may be subject to delisting procedures as set
forth in the NASDAQ Listing Rules.

The Company plans to provide NASDAQ with a plan by June 2, 2014 to
show that it will be able to return to compliance with the NASDAQ
Listing Rules by filing its Form 10-K.

                     About Montage Technology

Montage Technology -- http://www.montage-tech.com-- is a global
fabless provider of analog and mixed-signal semiconductor
solutions currently addressing the home entertainment and cloud
computing markets.  In the home entertainment market, Montage's
technology platform enables the Company to design highly
integrated end-to-end solutions with customized software for set-
top boxes.  These solutions optimize signal processing performance
under demanding operating conditions typically found in emerging
marketing environments.  In the cloud computing market, Montage
offers high performance, low power memory interface solutions that
enable memory intensive server applications.  Its technology
platform approach allows Montage to provide integrated solutions
that meet the expanding needs of customers through continuous
innovation, efficient design and rapid product development.


MOOHAVEN DAIRY: Cow Lease With Sunshine Heifers a "True Lease"
--------------------------------------------------------------
District Judge Thomas L. Ludington granted the request for partial
summary judgment filed by Sunshine Heifers LLC, which leases dairy
cows to Moohaven Dairy, LLC.  The Court ruled that the Lease is
enforceable against Moohaven, and is a true lease.  Sunshine sued
Moohaven, which operates a dairy farm, alleging among other
things, that Moohaven breached the parties' lease agreement.

The case is, SUNSHINE HEIFERS, LLC, Plaintiff, v. MOOHAVEN DAIRY,
LLC, et al., Defendants, Case No. 13-10319 (E.D. Mich., January
25, 2013).  A copy of the Court's April 16 Opinion and Order is
available at http://is.gd/gz8GoKfrom Leagle.com.

Sunshine Heifers LLC is represented by Michael D. Almassian, Esq.
-- malmassian@kalawgr.com -- at Keller & Almassian, PLC.

Moohaven Dairy LLC is represented in the lawsuit by Keith A.
Schofner, Esq. -- kschofner@lambertleser.com  -- at Lambert, Leser
P.C.

Cass City, Michigan-based Moohaven Dairy LLC, aka Morell Farms
Inc. and dba Brent Morell Farms -- filed for Chapter 11 bankruptcy
(Bankr. E.D. Mich. Case No. 10-72251) on Oct. 21, 2010.  The
Debtor scheduled assets of $5,820,849 and debts of $5,870,305.
The petition was signed by Brent Morell, member and general
manager.

The Debtor hired H. Dale Cubitt, Esq., as counsel, but the Court
denied the request on Jan. 11, 2011.  Instead, the Court directed
the appointment of a Chapter 11 Trustee.  The United States
Trustee selected Thomas McDonald as the Chapter 11 Trustee.  Mr.
McDonald retained the law firm of Lambert, Leser, Isackson, Cook &
Giunta as the attorneys for the Chapter 11 Trustee.

On Jan. 27, 2012, the bankruptcy court confirmed the Chapter 11
trustee's plan of reorganization for Moohaven.  Under the Chapter
11 Trustee's First Amended Combined Plan and Disclosure Statement,
these following classes of creditors were unimpaired:
Administrative Claims (Class 1); Secured Claim Kubota (Class 6);
Secured Claim of PH Financial Services, Inc. (Class 7); and
Secured Claim of Don Martin & Sons, Inc. (Class 8). On the other
hand, the following classes of creditors were impaired under the
Plan: Secured Claims of Bank of America (Class 2); Secured Claim
of the IRS (Class 3); Secured Claim of the Sanilac County
Treasurer (Class 4); Secured Claim of the USDA (Claim 5); Priority
Claim of the IRS (Class 9); and General Unsecured Claims (Class
10).


MT. LAUREL LODGING: Hilton Garden Inn Worth $19,600,000
-------------------------------------------------------
The Hilton Garden Inn in Mount Laurel, New Jersey, has a value of
$19,600,000, said Bankruptcy Judge Robyn L. Moberly in a
Memorandum Opinion dated April 18 available at http://is.gd/ODkFEE
from Leagle.com.

Mt. Laurel Lodging Associates, LLP, owns and operates the Hilton
Garden Inn in Mount Laurel, New Jersey.  The National Republic
Bank of Chicago, its primary lender, has filed a secured claim in
the amount of $22,794,584.  The Debtor has asked the Court for a
hearing to determine the value of NRB's secured claim.  The Debtor
has an extended exclusivity period up to June 2, 2014, in which to
file its plan.

The experts that appraised the Hotel were The Pinnacle Advisory
Group for the Debtor and U.S. Hotel Appraisals for NRB.  Both sets
of experts did "self contained" thorough and complete appraisals.
Both sets of appraisals concluded that property's highest and best
use would be for it to continue operating as a hotel. The Hotel is
a revenue generating property and potential buyers or investors
would be buying it for the future revenues it will generate rather
than the brick and mortar from which it is built. Both sets of
appraisers used the income capitalization approach as the primary
valuation approach and used the sales comparison approach as a
secondary approach by which to validate their conclusions reached
under the income capitalization approach.

                    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.


NATIONAL ENVELOPE: Has Until June 9 to Remove Civil Actions
-----------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi has given NE Opco, Inc.
until June 9 to file notices of removal of civil actions involving
the company and its affiliated debtors.

The rights of the other parties involved in the civil actions to
be removed won't be prejudiced by the extension because they can
seek to have those actions remanded to the state court, according
to NE Opco's lawyer, Tyler Semmelman, Esq., at Richards Layton &
Finger P.A., in Wilmington, Delaware.

                          About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

Judge Sontchi authorized three buyers to acquire Frisco, Texas-
based National Envelope's business for a total of about $70
million.  Connecticut-based printer Cenveo Inc. acquired National
Envelope's operating assets for $25 million, Hilco Receivables LLC
picked up accounts receivable for $25 million and Southern Paper
LLC took on its inventory for $15 million.


NAVISTAR INTERNATIONAL: Sells Add'l 40.5-Mil. Convertible Notes
---------------------------------------------------------------
Navistar International Corporation, on March 24, 2014, filed a
current report on Form 8-K with the U.S. Securities and Exchange
Commission which announced the closing of the sale of $370,000,000
aggregate principal amount of 4.75 percent senior subordinated
convertible notes due 2019.  The Previous 8-K described that the
initial purchasers had the option to purchase up to an additional
$55,500,000 principal amount of the Convertible Notes at the
offering price within the 30-day period from the date of the
original issuance of the Convertible Notes.

Pursuant to the Overallotment Option, the Company has issued and
sold to the initial purchasers an additional $40,500,000 in
aggregate principal amount of the Convertible Notes.  No further
Convertible Notes are expected to be issued and sold to the
initial purchasers pursuant to the Overallotment Option.  Proceeds
from the Convertible Notes were used to purchase approximately
$400 million of the Company's existing 3.0 percent Senior
Subordinated Convertible Notes, due October 2014.

                   About Navistar International

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

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

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

                          *     *     *

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

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

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


NET ELEMENT: Incurs $48.3 Million Net Loss in 2013
--------------------------------------------------
Net Element, Inc., reported a net loss of $48.31 million on $18.74
million of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $16.38 million on $1.38 million of net
revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $22.50
million in total assets, $37.91 million in total liabilities and a
$15.40 million total stockholders' deficit.

Oleg Firer, chief executive officer of Net Element, commented,
"Net Element made significant progress in 2013.  From our
acquisition of Unified Payments and Aptito to our launch of TOT
Platform in Russia, we have grown considerably and will continue
working to increase shareholder value in 2014 and beyond."

A copy of the press release is available for free at:

                        http://is.gd/txvWpy

                 Changes in Certifying Accountant

On April 16, 2014, the Audit Committee of Net Element approved the
engagement of Daszkal Bolton LLP as its independent registered
public accounting firm to audit the Company's financial statements
beginning with the fiscal year ending Dec. 31, 2014.

During the Company's two most recent fiscal years, and any
subsequent interim period prior to engaging Daszkal Bolton,
neither the Company has consulted with Daszkal Bolton regarding
the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements, nor was a written report or oral advice provided to
the Company that Daszkal Bolton concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue, or on any
matter that was the subject of a disagreement.

                          About Net Element

Miami, Fla.-based Net Element International, Inc. (formerly Net
Element, Inc.,) currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.

Daszkal Bolton LLP, in Fort Lauderdale, Florida, 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 experienced recurring losses and has an
accumulated deficit and stockholders' deficiency at December 31,
2011.  These conditions raise substantial doubt about its ability
to continue as a going concern.


NETFLIX INC: Plan Price Increase No Impact on Moody's Ba3 CFR
-------------------------------------------------------------
Moody's Investors Service said that Netflix, Inc.'s announcement
to increase subscription prices will not impact its Ba3 Corporate
Family rating and positive rating outlook. Netflix announced that
it plans to increase subscription prices by one or two dollars
later in the quarter. The global price increase will impact new
members initially and existing members will stay at current rates
for a generous time period before eventually being impacted by the
price increase. The move is not expected to have a material impact
on subscriber churn rates as Moody's believe this time the company
is being particularly cautious in its approach by implementing a
modest price adjustment and delaying rate increases for existing
customers. However, Moody's believe that new subscribers may want
to take advantage of current pricing levels and be grandfathered
in at lower rates. Accordingly Moody's believe that the company
could likely experience a moderate increase in new subscriptions
over the coming month. Looking ahead, Moody's anticipate the
planned price hike will positively impact EBITDA and free cash
flows over the long run and allow the company greater flexibility
to invest in high quality content offerings.

Moody's also indicated that the company's 2014 first quarter
earnings are in line with expectations factored into its current
ratings and the positive rating outlook. Netflix reported a boost
in top-line with year over year revenues up 24%, helped by a 9%
sequential growth in its subscriber base, which stood at 48
million (international plus domestic streaming subscribers) at
3/31/2014. Driven by good execution and a 21% sequential increase
in international subscribers (paid), the company demonstrated
remarkable progress in stabilizing its international segment
operations and curtailing international startup losses, which
improved by over 50% on a year over year basis. Based on the
company's solid Q1 results and expectations for continued growth
momentum in the remainder of the year, Moody's anticipates that
over the coming quarters, Netflix stands to position itself more
solidly in the Ba rating category and move towards credit metrics
that are indicative of a higher rating.

The positive outlook is supported by Moody's belief that continued
operating improvements will enable the company to reduce
consolidated debt-to-EBITDA leverage from approximately 3.0x at
3/31/2014 (incorporating Moody's standard adjustments) to under
2.0x within the next 18 months. Notably, LTM 3/31/2014 EBITDA has
surpassed 2010 levels (when the company was rated Ba2 and was a
pure physical DVD rental business), driven by consistent growth in
streaming subscribers, increased investments in premium content
and original programming like House of Cards and Orange is the New
Black and successful launches in international markets. Netflix's
ongoing international expansion will continue to create a drag on
earnings and cash flows over the coming years, but Moody's expect
that growth and maturing of early entry markets will offset some
of the negative impact of new market launches. Overall, Moody's
believe that favorable operating trends seen thus far will
continue over the near to intermediate term and nullify the
concerns over the higher breakeven subscriber levels needed for
the streaming business.

Netflix, Inc. with its headquarters in Los Gatos, California, is
the world's leading subscription video on demand internet
television network with three operating segments: Domestic
streaming, International streaming and Domestic DVD. Domestic and
International streaming segments derive revenues from monthly
subscription services consisting of streaming content over the
internet, and the Domestic DVD division derives revenues from
monthly subscription services consisting solely of DVD-by-mail.
Revenues for the LTM period ended 3/31/2014 were $4.6 billion.


NORTH ADAMS: Hearing on Bankruptcy Filing Status Scheduled Today
----------------------------------------------------------------
Massachusetts Nurses Association/National Nurses United disclosed
that a delegation of nurses from North Adams Regional Hospital
will be outside and inside the U.S. District Court in Springfield
for a hearing being held today, April 24, to discuss the process
for re-opening the hospital, which was illegally closed four weeks
ago.  The nurses, along with the community of North Adams, are
calling for the immediate restoration of NARH as a full services
hospital to serve the more than 38,000 residents who are currently
without health care services.

Founded in 1903, the Massachusetts Nurses Association/National
Nurses United is the largest professional health care organization
and the largest union of registered nurses in the Commonwealth of
Massachusetts.  Its 23,000 members advance the nursing profession
by fostering high standards of nursing practice, promoting the
economic and general welfare of nurses in the workplace,
projecting a positive and realistic view of nursing, and by
lobbying the Legislature and regulatory agencies on health care
issues affecting nurses and the public.  The MNA is a founding
member of National Nurses United, the largest national nurses
union in the United States with more than 170,000 members from
coast to coast.

                     About Northern Berkshire

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.  North Adams Regional
Hospital is an 85 staffed bed community hospital located in North
Adams, Mass. (110 miles west of Boston).

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

The Debtors obtained confirmation of their Chapter 11 plan on
April 10, 2012.  Northern Berkshire Healthcare said on June 5,
2012, it has emerged from Chapter 11 reorganization.


OUTLAW RIDGE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Outlaw Ridge Inc. and Outlaw Ridge, LLC, filed on the Petition
Date their schedules of assets and liabilities.

OR Inc.'s schedules:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,200,000
  B. Personal Property            $3,216,857
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,982,245
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $24,700
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $1,214,792
                                ------------     ------------
        Total                    $15,416,857       $4,221,737

OR LLC's schedules:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,364,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,973,163
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                                $0
                                ------------     ------------
        Total                     $1,364,000       $2,973,163

A full-text copy of the schedules is available for free at:

      http://bankrupt.com/misc/Outlaw_R_Inc_SALs.pdf
      http://bankrupt.com/misc/Outlaw_R_LLC_SALs.pdf

                        About Outlaw Ridge

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.

Outlaw Ridge Inc. and Outlaw Ridge, LLC sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case Nos. 14-04400 and 14-
04401) on April 21, 2014, in Tampa, Florida.

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

Adam L Alpert, Esq., at Bush Ross P.A., in Tampa, serves as the
Debtors' counsel.

OR LLC disclosed $1.36 million in total assets and $2.97 million
in liabilities while OR Inc. disclosed $15.4 million in total
assets and $4.21 million in liabilities.


OUTLAW RIDGE: Proposes Bush Ross as Bankruptcy Counsel
------------------------------------------------------
Outlaw Ridge, Inc. and Outlaw Ridge, LLC, ask the U.S. Bankruptcy
Court for the Middle District of Florida for approval to employ
Bush Ross, P.A. and Adam Lawton Alpert, Esq., a shareholder of the
firm, as their general bankruptcy counsel.

The Debtors intend to pay Bush Ross a reasonable attorney's fee
and to reimburse Bush Ross for its reasonable and necessary costs,
as approved and authorized by the Court.  The firm's rates weren't
disclosed in the court filings.

Bush Ross received from the Debtors an advance payment in the
amount of $21,832, inclusive of the filing fees, prior to, and in
contemplation of, the filing of the Debtors' voluntary petitions
under Chapter 11 of the Bankruptcy Code.

Bush Ross began representing the Debtors on April 14, 2014.
During the course of Bush Ross' prepetition representation of the
Debtors, Bush Ross provided legal services to the Debtors relating
to general advice as to potential consensual resolution of various
disputes and the potential filing of these bankruptcy cases.  Bush
Ross has been paid in full for such prepetition services.

Mr. Alpert attests that no attorney in Bush Ross presently
represents a creditor, holder of any equity securities of the
Debtors, general partner, lessor, lessee, party to an executory
contract of the Debtors, or person otherwise adverse or
potentially adverse to the Debtors or their estates, on any matter
related to the Debtors or their estates.

                        About Outlaw Ridge

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.

Outlaw Ridge Inc. and Outlaw Ridge, LLC sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case Nos. 14-04400 and 14-
04401) on April 21, 2014, in Tampa, Florida.

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

Adam L Alpert, Esq., at Bush Ross P.A., in Tampa, serves as the
Debtors' counsel.

OR LLC disclosed $1.36 million in total assets and $2.97 million
in liabilities while OR Inc. disclosed $15.4 million in total
assets and $4.21 million in liabilities.


OVERSEAS SHIPHOLDING: Says 77% of Shares Owned by U.S. Investors
----------------------------------------------------------------
Overseas Shipholding Group, Inc., said that U.S. ownership of its
common stock at the close of business on April 15, 2014, was 77%.
This is the minimum percentage of shares that must be owned by
United States citizens in order to preserve the status of OSG as a
Jones Act company, in accordance with the Company's charter and
bylaws.

Pursuant to OSG's organizational documents, any share transfer
that results in U.S. ownership falling below 77% is ineffective
and cannot be consummated.  Shareholders are required to certify
as to their respective citizenship at the time of purchase. OSG
has advised Computershare Investor Services, its transfer agent,
to strictly enforce this important ownership limitation.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OXFORD BUILDING: Crowther Suit Remanded, Unrelated to Bankruptcy
----------------------------------------------------------------
In the case styled as, CROWTHER ROOFING AND SHEET METAL OF
FLORIDA, INC., a Florida Corporation, Plaintiff, v. DEVELOPER
DIVERSIFIED REALTY CORPORATION, Defendant/Third Party Plaintiff,
v. CONTROL BUILDING SERVICES, INC., CONTROL EQUITY GROUP, INC.,
EDWARD TUREN and NEAL TUREN, Third Party Defendants, Case No.
2:13-cv-668-FtM-29CM (M.D. Fla.), District Judge John E. Steele in
Fort Myers, Florida, ruled on:

     -- Third-Party Defendant Neal Turen's Motion to Dismiss
        Third-Party Complaint, Motion to Sever and Transfer, or
        Motion to Stay,

     -- Third-Party Defendant Edward Turen's Motion to Dismiss
        for Lack of Personal Jurisdiction or, Alternatively,
        To Transfer or Stay This Action, and

     -- Plaintiff Crowther Roofing and Sheet Metal of Florida,
        Inc.'s Motion to Remand

Third-Party Plaintiff Developer Diversified Realty Corporation
responded to Neal Turen's Motion to Dismiss; and Edward Turen's
Motion to Dismiss. No response has been filed with respect to the
Motion to Remand.

Judge Steele ruled that the motion to remand is granted, and the
other motions are denied as moot.  The Clerk is directed to remand
the case to the Circuit Court for the Twentieth Judicial Circuit,
in and for Lee County, Florida.  The Clerk is further directed to
terminate all pending motions and deadlines and close this case.

According to the Complaint, in early 2012, Crowther entered into a
verbal contract with DDR, wherein Crowther was to perform roofing
repairs at various shopping centers owned by DDR.  Under the terms
of the oral contract, payment was to be made to Crowther at its
office located in Fort Myers, Florida.  After performing its
obligations under the agreement, Crowther provided DDR with
invoices for the work. DDR allegedly failed and refused to pay the
amounts owed under the agreement.

On May 9, 2013, Crowther commenced the action against DDR by
filing a single-count Complaint in state court seeking $19,984.27
in damages for the alleged breach of contract.  There was no basis
in the Complaint for removal of the case to federal court.

On June 26, 2013, DDR filed a six-count Third-Party Complaint in
the state action against third party defendants Control Building
Services, Inc., Control Equity Group, Inc., Edward Turen, and Neal
Turen.  DDR contends that it had a service agreement with Oxford
Building Services, Inc.. under which "Oxford coordinated the
contracting, oversight, and payment of vendors to perform facility
maintenance work at DDR properties." Under the service agreement,
Oxford acted as a conduit through which DDR would pay for the
vendor services.  Vendors would invoice Oxford, which in turn
invoiced DDR for the underlying payments.  The service agreement
contained a guaranty agreement wherein CBS unconditionally
guaranteed that Oxford would perform the provisions of the
services agreement.

At some point during the course of the arrangement and unknown to
DDR, CEG and its affiliates, at the direction of the Turens, "took
out a revolving credit facility, the collateral for which
consisted of bank accounts such as the one into which DDR funded
Oxford to pay vendors. The revolving facility was repaid by a
daily sweeping of all cash from the [affiliates'] bank accounts,
including the funds obtained from DDR pursuant to the Service
Agreement for the sole purpose of paying Service Provider
Invoices."  The "scheme" eventually collapsed and "[t]he result
was approximately $11.1 million in invoices that were paid by DDR
to Oxford but for which the underlying Service Provider Invoices
went unpaid."  The disgruntled vendors then sought recourse from
DDR directly.

DDR's Third-Party Complaint contains six counts: Breach of
Guaranty Agreement against CBS (Count I); Tortious Interference
with Contract against all defendants (Count II); Conversion
against CEG, Edward Turen, and Neal Turen (Count III); Fraud
against CEG, Edward Turen, and Neal Turen (Count IV); Civil
Conspiracy against all defendants (Count V); and Indemnity against
all defendants (Count VI).

Oxford is not a party to the Third Party Complaint nor to the
original Complaint.

On Feb. 26, 2013, Oxford declared bankruptcy in an action filed in
the United States Bankruptcy Court for the District of New Jersey.
On Sept. 18, 2013, Third Party Defendants CBS, CEG, and Edward
Turen (the removing defendants) filed a timely Notice of Removal.
In the Notice, the removing defendants asserted that removal is
proper under 28 U.S.C. Sections 1452(a) and 1334(b) because the
third-party action "is related to the Chapter 11 proceedings of
Oxford."  Crowther asserts that this case should be remanded to
state court because this action is not "related to" the bankruptcy
proceeding of non-party Oxford.

A copy of the Court's Opinion and Order dated April 16, 2014, is
available at http://is.gd/2SGRoxfrom Leagle.com.

                       About Oxford Building

Oxford Building Services, Inc., Oxford Property Services, Inc.,
and Origin PR LLC sought Chapter 11 protection (Bankr. D.N.J. Lead
Case No. 13-13821) on Feb. 26, 2013, in Newark, New Jersey.

Oxford is a national organization providing a full spectrum of
facility maintenance, housekeeping, janitorial and security
services for office building real estate investment trusts
("REITs"), retail and entertainment REITs, national retailers and
chain stores.  Oxford also optimizes the facility maintenance
process for companies with multi-unit facility management needs
through the use of software, vendor management tools, statistical
modeling and analysis, paperless invoicing and a transaction/call
center.  Oxford Building, the lead debtor, is the sole member of
Origin and owns 100% of the outstanding stock of OPS.

Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., serve as counsel to the Debtors.

Oxford Property estimated assets and debts of $10 million to
$50 million.  Oxford Building estimated at least $1 million in
assets and liabilities.


PACIFIC STEEL: Business Capital Is Lead Arranger for DIP Loan
-------------------------------------------------------------
Business Capital on April 22 disclosed that it has secured an $8.5
Million D.I.P loan for Pacific Steel Casting (PSC), one of the
largest independent steel casting companies in the U.S. that makes
carbon, low-alloy and stainless steel castings for U.S. and
international customers, largely for heavy-duty trucks and
construction equipment.  PSC, a major employer based in Berkeley,
CA since 1934, is in its fourth generation of ownership.  The
company recently filed for Chapter 11 bankruptcy protection to
enable it to restructure its liabilities and remain in operation.
Binder & Malter LLP, a law firm specializing in bankruptcy for
over 25 years, is representing PSC through the chapter 11 filing
process.

Business Capital was referred in by Pacific Steel's prior lender
to arrange new financing.  "We are so pleased to have secured this
credit facility for Pacific Steel," said Chuck Doyle, Managing
Director of Business Capital.  "This company's long time
employees, suppliers and customers are their number one concern
and this new financing will ensure a seamless transition into the
next phase of Pacific Steel Casting's opportunities.  We were able
to understand and present the merits of the company's situation
(reorganization or sale of the company) which was critical in
getting the immediate working capital needed to support ongoing
operations and maintain vendor and customer confidence during the
Chapter 11 proceedings."

After a government audit forced the company to layoff nearly 200
undocumented workers and pay heavy fines, PSC struggled to replace
workers while incurring higher workers compensation insurance
premiums and significant additional costs associated with settling
an employee class-action lawsuit related to the timing of lunch
breaks.  The Company continues to operate in Berkeley and has a
healthy backlog of new orders.

"Pacific Steel remains open for business," said chief operating
officer Chuck Bridges.  "Acquiring this funding will allow the
company to continue to serve its customers, preserve jobs and give
us some runway to restructure and move forward on stronger
footing."

Business Capital is a commercial finance and debt restructuring
firm specializing in securing customized debt based solutions for
rapidly growing as well as challenged small and middle market
companies nationwide who require a unique, timely and tailored
financing structure to address their particular needs, especially
in situations where conventional capital sources are not an
option.

                    About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  The Debtors estimated
assets and liabilities of at least $10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PHILADELPHIA ENTERTAINMENT: Lists $92.7-Mil. in Liabilities
-----------------------------------------------------------
Philadelphia Entertainment and Development Partners, L.P., filed
with the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania schedules disclosing an undetermined amount of assets
and approximately $92,728,533, plus undetermined amounts of debts.

The Debtor said it has bank accounts holding approximately
$250,000, undetermined amounts of interests in insurance policies,
and unknown amounts for its trademarks and licenses.

Unsecured nonpriority claims against the Debtor are estimated to
total $92,728,533.  The Debtor has a prepetition restructuring,
lockup and plan support agreement with RBS Citizens Bank, Na.,
holds secured claims against the Debtor in undetermined amounts.
According to the RSA, the Debtor owes RBS more than $69 million
under a prepetition secured loan agreement.  Under the RSA, RBS
(i) waived its security interest in and to any claims and causes
of action in favor of the Debtor or the estate for recovery of all
or a portion of the license fee in the amount of $50 million and
its proceeds; and agreed to the partial subordination of its
unsecured deficiency claim from any proceeds recovered on account
of the license fee claim so that the holders of general unsecured
claims against the Debtor will receive the greater of $3 million
in the aggregate.

The RSA serves as the backbone of the Debtor's Chapter 11 plan of
liquidation, which revolves around the sale of the Debtor's assets
to repay claims.  The Debtor is seeking approval of the Plan and
authority to assume the RSA.

The General Partner and Limited Partners of the Debtor are making
a cash contribution to the Debtor in the aggregate amount of
$750,000 and RBS Citizens will contribute to the Debtor $150,000
from the proceeds of the sale of certain real property of the
Debtor, which amount is to be used by the Debtor or the
Liquidation Trustee, as applicable, to (i) fund the costs and
expenses of the Debtor for preparing for the Chapter 11 Case, (ii)
fund the costs and expenses of administering the Chapter 11 Case,
and (iii) pay in full all Allowed Administrative Expense Claims,
Allowed Compensation and Reimbursement Claims, and Allowed
Priority Claims.

Full-text copies of the Schedules are available at:

            http://bankrupt.com/misc/PHILAENTsal0414.pdf

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PHOENIX REALTY: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Debtor: Phoenix Realty Partners, Inc
        6515 W. Boynton Beach Blvd., Suite 341
        Boynton Beach, FL 33437

Case No.: 14-19156

Chapter 11 Petition Date: April 22, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G Hyman Jr.

Debtor's Counsel: David L. Merrill, Esq.
                  OZMENT MERRILL
                  2001 Palm Beach Lakes Blvd, Suite 410
                  West Palm Beach, FL 33409
                  Tel: 561-689-6789
                  Fax: 561-689-6767
                  Email: david@ombkc.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Louis S. Weltman, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-19156.pdf


POSITIVEID CORP: Appoints Lyle Probst President
-----------------------------------------------
PositiveID Corporation has appointed Lyle L. Probst president of
the Company.  Mr. Probst, who has 15 years of managerial
experience with large bio-detection programs and products, joined
PositiveID in 2011 at the time that PositiveID acquired
Microfluidic Systems, based in Pleasanton, CA.

Before joining Microfluidic Systems, Mr. Probst directed bio-
detection programs at Lawrence Livermore National Laboratory.  He
managed a series of bio-detection programs such as the Department
of Homeland Security Science & Technology BAND (Bioagent
Autonomous Networked Detector) program, and the development and
deployment of BioWatch Generation 1 at LLNL, and was principal
investigator/developer of the high-throughput BioWatch mobile
laboratory at SAIC.  Mr. Probst was previously the Director of
Capillary Electrophoresis and Director of Chemistries at the Joint
Genome Institute.  He holds a B.S. in Biology and an M.B.A in
Executive Management.

"Over the past three years, our team has accomplished several
significant milestones, including teaming with major government
contractors, receiving a $2.5 million license fee from a large
partner, and last month entering into a strategic contract to
demonstrate our M-BAND product in a Defense Department program,"
Probst stated.  "I am confident that our best-in-class technology,
partners, and capabilities position us well for success."

William J. Caragol, Chairman and CEO of PositiveID, said, "Lyle's
performance and results speak for themselves.  I am proud of what
Lyle and the team have achieved and we are eager to reach the
major goals we've set for 2014 and beyond."

Mr. Probst's base salary is $200,000 per year.

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID reported a net loss attributable to common stockholders
of $13.33 million on $0 of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $25.30 million on $0 of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.40 million
in total assets, $5.82 million in total liabilities, all current,
$488,000 in mandatorily redeemable preferred stock, and a $4.91
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a working capital deficiency and an accumulated
deficit.  Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014.  These conditions raise substantial doubt about its
ability to continue as a going concern.


RADIOSHACK CORP: Store Operations Executive Resigns
---------------------------------------------------
Michael Calia, writing for The Wall Street Journal, reported that
troubled electronics retailer RadioShack Corp. said its executive
vice president for store operations has resigned, a little more
than a year after joining the company.

Troy H. Risch resigned from his post to pursue other interests,
the report said, citing RadioShack's filing with the Securities
and Exchange Commission. Other management members will assume Mr.
Risch's responsibilities effective immediately, the company said.

Mr. Risch, a 19-year Target Corp. veteran, joined RadioShack in
January 2013 to oversee store operations and real estate, the
report related.

The company in March said it would offer its top executives,
including Mr. Risch, up to a combined $1.5 million to keep them
onboard through March 2015 as the company undergoes a turnaround
process, the report further related.  Mr. Risch was offered
$275,000.

RadioShack, which continues to struggle with declining sales, also
said in March that it would close as many as 1,100 stores, the
report added.  The retailer's announcement surprised some of its
lenders, who are in negotiations with the company about how many
stores to close, the Journal reported last week.

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.

Troubled Company Reporter, citing The Wall Street Journal,
reported on March 5, 2014, that RadioShack plans to cut back its
store count, after a sharp drop in sales over the holidays left it
with a $400 million loss in 2013.  The electronics retailer said
it could close as many as 1,100 U.S. stores -- one out of every
four that it operates itself -- underscoring the difficulty it has
had adapting to a fast changing consumer landscape.


RESIDENTIAL CAPITAL: Mustafanos Barred From Pursuing Claims
-----------------------------------------------------------
Yosef Le Roi Mustafanos, on behalf of the estate of his deceased
father, James Jackson Marshall, wants to prosecute claims in an
Oregon state court against Debtors GMAC Mortgage LLC and
Residential Capital LLC, and against non-debtor Ally Financial
Inc.  He seeks relief from the automatic stay to pursue
foreclosure-related claims against non-debtor AFI and Debtors
GMACM and ResCap in a foreclosure action commenced by non-debtor
EverBank, Inc. in the District Court in Multnomah County, Oregon.

The ResCap Liquidating Trust contends that there is no basis to
grant Mr. Mustafanos relief from the automatic stay because (1)
GMACM acted only as servicer of Mr. Marshall's loan and
transferred the servicing rights to Everhome Mortgage Company in
2008 and (2) neither GMACM nor ResCap received notice of the state
court proceeding.

AFI also objected to the request, contending that Mr. Mustafanos'
state court action against AFI is barred by the Court's order
confirming the Second Amended Joint Chapter 11 Plan Proposed by
Residential Capital et al. and the Official Committee of Unsecured
Creditors.  The Plan released and enjoined the pursuit of claims
against AFI "arising from or related in any way to the Debtors."

Bankruptcy Judge Martin held that all claims against the Debtors,
except for claims that are allowed in the Debtors' chapter 11
cases, were discharged as part of the confirmed chapter 11 Plan,
which became effective on Dec. 17, 2013.  Mr. Mustafanos did not
file any proof of claim in the bankruptcy case, and he is barred
from doing so now.  The effect of the Plan is to bar Mr.
Mustafanos from proceeding with claims against GMACM and ResCap.
Furthermore, the confirmed Plan includes release and injunction
provisions that bar assertion of any covered claims against AFI.
The third-party release and injunction provisions in favor of AFI
are enforceable against Mustafanos, and he will be enjoined from
proceeding with his claims against AFI.

Accordingly, Judge Martin said Mr. Mustafanos's Motion for relief
from stay is denied, and he is enjoined from proceeding against
GMACM and ResCap.  He is also enjoined from prosecuting his claims
against AFI and he is ordered to dismiss with prejudice his claims
against AFI in the State Court no later than 14 days from the date
of the Court Order.  Should Mr. Mustafanos fail to dismiss his
claims, AFI may seek further relief from the Bankruptcy Court with
a motion to hold him in contempt under Bankruptcy Rule 9020.
Nothing in the Court's ruling affects the defenses to foreclosure
or counterclaims that Mr. Mustafanos may assert against parties
other than GMACM, ResCap and Ally; those issues are controlled by
state law.

A copy of Judge Martin's April 21, 2014 Memorandum Opinion and
Order is available at http://is.gd/gJhqhvfrom Leagle.com.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.  The Plan became effective on Dec. 17,
2013.


RESIDENTIAL CAPITAL: Citibank Entitled to Contract Default Rate
---------------------------------------------------------------
In the chapter 11 cases of Residential Capital LLC et al.,
Bankruptcy Judge Martin Glenn ruled that Citibank N.A. is entitled
to recover postpetition interest at the contract default rate, but
only after the loan's maturity date.  Specifically, Judge Martin
said the bank's request for postpetition interest at the
contractual default rate is granted for the period beginning on
June 1, 2012, until the loan was repaid in full. He also held that
for the period between the Debtors' bankruptcy filings and the
loan's maturity date, interest at the contract non-default
interest rate -- already paid to Citibank -- is appropriate.

Judge Glenn also permitted Citibank to seek to recover the unpaid
portion of its legal fees and expenses in pursuing default
interest at the contract rate.  This is, however, subject to the
ResCap Liquidating Trust having an opportunity to review and
challenge the reasonableness of the requested fees and expenses.

A copy of the Court's April 22 Memorandum Opinion and Order is
available at http://is.gd/259HhNfrom Leagle.com.

Before the Petition Date, Citibank entered into a revolving credit
facility with GMAC Mortgage, LLC as borrower and Residential
Capital, LLC as guarantor.  The facility allowed GMACM to borrow
up to $700 million, secured by mortgage servicing rights for loans
in Fannie Mae and Freddie Mac securitization pools.  Loan proceeds
provided GMACM with financing to fund the origination or
acquisition of mortgage loan servicing rights for Fannie- and
Freddie-funded home mortgage loans.  The MSR Loan Facility was
subject to acknowledgment agreements by Citibank with Fannie and
Freddie, providing that Fannie and Freddie could terminate their
servicing contracts with GMACM without cause at any time and
transfer the servicing rights for the underlying loans.  These
MSRs only retained value as collateral as long as Fannie and
Freddie did not terminate servicing contracts for GMACM to service
the underlying mortgages.

Originally, the MSR Loan Facility had a maturity date of Aug. 31,
2010, but the parties amended the Agreement 10 times, extending
the maturity date and making other changes.  The last amendment
extended the maturity date until May 30, 2012 -- after the
Petition Date.  Citibank was paid an extension fee for each
extension, ranging from $104,166.67 for a 10-day extension to
$3,687,500 for an 11-month extension.  Amendment Ten extended the
maturity date by two months, for which the Obligors paid Citibank
a $3,160,000 extension fee.  The parties entered into Amendment
Ten understanding that the Obligors were preparing to file
bankruptcy petitions.

The original Agreement established a non-default interest rate of
LIBOR plus 6%, and a default rate that was 4% higher.  Amendment
Ten increased the non-default interest rate to LIBOR plus 8-1/2%;
the default rate still added 4% to the non-default rate.  The
original MSR Loan Facility provided a $700 million loan
commitment, but the commitment was reduced over the course of the
amendments.  Amendment Ten reduced the commitment from $300
million to $158 million.  Before Amendment Ten, the outstanding
balance under the MSR Loan Facility was $282 million; as part of
Amendment Ten, the Obligors repaid $124 million, reducing the
outstanding balance to $158 million.

On the Petition Date, the outstanding principal balance under the
MSR Loan Facility was approximately $152 million.  Despite the
many amendments to the Agreement, one provision relevant to this
Motion never changed (including in Amendment Ten): the filing of a
bankruptcy petition always constituted an event of default.
Therefore, filing the bankruptcy petitions was an event of
default.  Additionally, Citibank was not repaid on the May 30,
2012 maturity date, and that was also an event of default.

After the Petition Date, Citibank entered into an agreement
allowing the Debtors to use Citibank's cash collateral.  The Court
approved that agreement on an interim basis on May 15, 2012, and
on a final basis on June 20, 2013.  The Order included a finding
that "Citibank is oversecured and, accordingly, is entitled to
interest and fees with respect to the Prepetition [MSR Loan
Facility] Obligations in accordance with the Prepetition
[Agreement]."  No party challenged that finding within the 120-day
challenge period.  The Order required the Debtors to pay (1)
interest on the prepetition MSR Loan Facility obligations at the
non-default rate, (2) fees required by the Agreement at the times
specified in the Agreement, and (3) Citibank's reasonable fees and
costs, including fees and expenses for Citibank's professionals.

On Nov. 21, 2012, the Court entered an order approving the sale of
the Debtors' mortgage origination and servicing platform to Ocwen
Loan Servicing LLC and Walter Investment Management Corp.  That
Sale Order required the Debtors to obtain the consent of Fannie
Mae and Freddie Mac, both of which had objected to the sale.  The
parties settled those objections in January 2013.  As required by
Amendment Ten, the Sale Order authorized the Debtors to apply a
portion of the sale proceeds to satisfy the Debtors' "obligations
under the [Agreement]."  On Jan. 31, 2013, the date the sale
closed, the Debtors paid Citibank the outstanding principal of
$152 million plus interest at the contractual non-default rate.

Citibank argued that the Sale Order required the Debtors to pay
Citibank accrued interest at the contract default rate.  The
Debtors disagreed and refused to pay interest at the contract
default rate.  The parties agreed to reserve the default interest
issue for a later time.  The Debtors and Citibank agreed that at
the close of the asset sale to Walter, (1) the Debtors would pay
Citibank the $152 million outstanding principal, together with
interest at the non-default rate, and (2) the default interest
issue would remain open for later resolution.

Under the Debtors' confirmed Plan, unsecured creditors will
receive recoveries between 9% and just over 36% of their claims.
The Disclosure Statement described the dispute between Citibank
and the Debtors and explained that if Citibank prevails and
obtains postpetition interest at the contract default rate, "it
would be entitled to an Allowed Other Secured Claim of
approximately $4.5 million in addition to the amounts already
paid."  With the passage of time since the Motion was filed,
Citibank now calculates the differential between the non-default
interest which it received and the default interest it claims as
$5.04 million.

Citibank also argues that the Debtors wrongly stopped paying
Citibank's legal fees.  In its Objection to Citibank's request,
the Trust asserts that the Debtors paid approximately $1.21
million in Citibank's legal fees before repayment of the MSR Loan
Facility, and an additional $136,000 after repayment.  Unpaid fees
claimed by Citibank allegedly total $351,935.20, plus $5,233.34 as
of Jan. 31, 2014.  The Trust opposes any further payment of legal
fees, stating at the March 26, 2014 hearing on the Motion that
"under these circumstances, which . . . are really rather extreme
. . . it was inequitable to pursue the default interest."

Attorneys for Citibank N.A. are:

     William J.F. Roll, III, Esq.
     Fredric Sosnick, Esq.
     SHEARMAN & STERLING LLP
     599 Lexington Avenue
     New York, NY 10022-6069
     E-mail: wroll@shearman.com
             fsosnick@shearman.com

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

On Dec. 11, 2013, the Court entered an order confirming the Joint
Chapter 11 Plan co-proposed by Residential Capital and the
Official Committee of Unsecured Creditors, and the Plan became
effective on Dec. 17.


SINCLAIR BROADCAST: Soroban Had 5.3% of Class A Shares as April 11
------------------------------------------------------------------
In an Schedule 13D filed with the U.S. Securities and Exchange
Commission, Soroban Master Fund LP, Soroban Capital Partners LLC,
and Eric W. Mandelblatt disclosed that as of April 11, 2014, they
beneficially owned 3,805,830 shares of Class A Common Stock of
Sinclair Broadcast Group, Inc., representing 5.3 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/L2lWnH

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22 percent of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

Sinclair Broadcast reported net income of $75.81 million in 2013,
as compared with net income of $144.95 million in 2012.  The
Company's balance sheet at Dec. 31, 2013, showed $4.14 billion in
total assets, $3.74 billion in total liabilities and $405.70
million in total equity.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SANUWAVE HEALTH: Terminates CEO, Chairman Assumes CEO Duties
------------------------------------------------------------
Joseph Chiarelli, SANUWAVE Health, Inc.'s chief executive officer,
is no longer employed by the Company effective April 15, 2014.
Kevin A. Richardson, II, Chairman of the Company's Board of
Directors and co-chief executive officer, has assumed all the
duties of the chief executive officer.  The Board of Directors
will immediately begin its search for a permanent chief executive
officer with the assistance of an executive search firm.

"I will work alongside the management team to carry out the
clinical and operational priorities of the Company.  We are highly
committed to completing the minimum enrollment of 90 patients in
the supplemental Phase III clinical study for our dermaPACE device
to treat diabetic foot ulcers, which we expect to occur in the
next several weeks.  This transition will produce no delay in the
enrollment and expected completion of the clinical trial," stated
Kevin Richardson.

                       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.


SOCAL EATS: Smashburger Franchisee Selling Outlets in San Deigo
---------------------------------------------------------------
Nancy Luna, writing for The Orange County Register, reported that
SoCal Eats is selling six of its San Diego area Smashburger
restaurants.  National Franchise Sales, a Newport Beach brokerage
firm, is handling the sale.

San Diego, Calif.-based SoCal Eats LLC and seven affiliates filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case Nos.
14-00092 and 14-00094 to 14-00099) on Jan. 8, 2014.  The
affiliates are SoCal Eats College LLC; SoCal Eats Kearny Mesa LLC;
SoCal Eats La Jolla LLC; SoCal Eats Market Street LLC; SoCal Eats
Mission Valley LLC; and SoCal Eats Point Loma LLC.  Alan
Vanderhoff, Esq., at Vanderhoff Law Group, serves as counsel to
the Debtors.

SoCal Eats LLC estimated assets of $500,000 to $1 million; and
liabilities of $1 million to $10 million.  The petitions were
signed by David Whisenhunt, managing member of sole member.


SPECTRASCIENCE INC: Discloses 2013 Q3 Financials; Seeks Funding
---------------------------------------------------------------
SpectraScience, Inc., has filed with the Securities and Exchange
Commission its Form 10-Q Report for the fiscal third quarter ended
Sept. 30, 2013.

SpectraScience said revenues were $60,000 for the three months
ended Sept. 30, 2013, and $180,000 for the nine months ended.  The
figures are significantly down, compared to $150,750 for the three
months ended Sept. 30, 2012, and $460,874 for the nine months
ended.

SpectraScience posted a net income of $177,366 for the third
quarter of 2013, but a net loss of $3,109,660 for the three
quarters of that year.  In contrast, SpectraScience posted a net
loss of $865,480 for the third quarter of 2012, and a net loss of
$9,545,389 for the three quarters of that year.

SpectraScience noted that historically, its sources of cash have
come from the issuance and sales of equity securities and
convertible debentures. The Company's historical cash outflows
have been primarily used for operating activities including
research, development, administrative and sales activities.
Fluctuations in the Company's working capital due to timing
differences of its cash receipts and cash disbursements also
impact its cash flow.  SpectraScience expects to incur significant
additional operating losses through at least the end of 2013, as
it completes proof-of-concept trials, conducts outcome-based
clinical studies and increases sales and marketing efforts to
commercialize the WavSTAT4 Systems in Europe.  SpectraScience
said if it does not receive sufficient funding, there is
substantial doubt that the Company will be able to continue as a
going concern.  The Company may incur unknown expenses or may not
be able to meet its revenue forecast, and one or more of these
circumstances would require the Company to seek additional
capital.  The Company may not be able to obtain equity capital or
debt funding on terms that are acceptable. Even if the Company
receives additional funding, such proceeds may not be sufficient
to allow the Company to sustain operations until it becomes
profitable and begins to generate positive cash flows from
operations.

As of September 30, 2013, the Company had a working capital
deficit of $5,144,041 and cash of $238,485, compared to a working
capital deficit of $3,340,787 and cash of $90,192 as of December
31, 2012. In December 2011, the Company entered into an Engagement
Agreement with Laidlaw & Company (UK) Ltd., which Engagement
Agreement was amended in July 2012. Under the Engagement
Agreement, Laidlaw agreed to assist the Company in raising up to
$20.0 million in capital over a two year period from the date of
the Engagement Agreement. During the nine months ended September
30, 2013, the Company raised $1,159,136, net of transaction costs,
under this agreement.

Subsequent to June 30, 2013, the Company has engaged another agent
to assist the Company with raising capital and has commenced
raising capital on its own. However, if the Company does not
receive additional funds in a timely manner, the Company could be
in jeopardy as a going concern. The Company may not be able to
find alternative capital or raise capital or debt on terms that
are acceptable. Management believes that if the events defined in
the Engagement Agreement occur as expected, or if the Company is
otherwise able to raise a similar level of funds, such proceeds
will be sufficient to allow the Company to sustain operations
until it attains profitability and positive cash flows from
operations. However, the Company may incur unknown expenses or may
not be able to meet its revenue expectations requiring it to seek
additional capital. In such event, the Company may not be able to
find capital or raise capital or debt on terms that are
acceptable.

SpectraScience also said the holders of Convertible Debentures
control the conversion of the Convertible Debentures and certain
of the Convertible Debentures were not converted at their maturity
constituting a potential default on the matured, but unconverted,
Convertible Debentures. In the event of such default, principal,
accrued interest and other related costs are immediately due and
payable in cash. As of September 30, 2013, Convertible Debentures
with a face value of $1,588,733 held by 32 individual investors
are in default. None of these investors have served notice of
default on the Convertible Debentures held by them.

A copy of the Company's financial report is available at
http://is.gd/A3tloa

                       About SpectraScience

SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical
device company that designs, develops, manufactures and markets
spectrophotometry systems capable of determining whether tissue is
normal, pre-cancerous or cancerous without physically removing
tissue from the body.  The WavSTAT(TM) Optical Biopsy System uses
light to optically scan tissue and provide the physician with an
immediate analysis.

As reported in the TCR on April 25, 2013, McGladrey LLP, in Des
Moines, Iowa, in its report on the Company's financial statements
for the year ended Dec. 31, 2012, said the Company has suffered
recurring losses from operations and its ability to continue as a
going concern is dependent on the Company's ability to attract
investors and generate cash through issuance of equity instruments
and convertible debt.  "This raises substantial doubt about the
Company's ability to continue as a going concern."

On Feb. 3, 2014, SpectraScience dismissed McGladrey as the
Company's independent registered accounting firm effective
immediately, and engaged HJ Associates & Consultants, LLP, as
replacement accounting firm.


ST. FRANCIS' HOSPITAL: U.S. Trustee Balks at Releases Under Plan
----------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, opposes the
confirmation of the First Amended Joint Reorganization Plan
proposed by St. Francis' Hospital, Poughkeepsie, New York, et al.

The U.S. Trustee complains that the Plan provides for non-debtor
third party releases and contains an exculpation provision that
releases non-fiduciary third parties from various claims and
liabilities.

"These plan provisions should not be approved by the Court unless
and until the Debtors meet their evidentiary burden to demonstrate
that such provisions comport with Second Circuit law and the
Bankruptcy Code.  In the event that the Debtors fail to meet their
burden, these third party release and exculpation provisions
should be narrowed in order to bring them into compliance with the
law in this Circuit," says Eric J. Small, Esq., trial attorney for
the U.S. Trustee.

As previously reported by The Troubled Company Reporter, the Plan
provides for the implementation of the sale to Westchester Medical
Center, for the liquidation of all of the Debtors' assets, for
making distributions to creditors, and for the cessation of the
Debtors' businesses.  The Plan confirmation hearing has been set
for April 30, 2014.

The U.S. Trustee's counsel can be reached at:

         Eric J. Small, Esq.
         Trial Attorney
         74 Chapel Street - Suite 200
         Albany, NY 12207
         Tel No: (518) 434-4553

                     About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.


ST. FRANCIS' HOSPITAL: H.T. Lyons Opposes Plan Confirmation
-----------------------------------------------------------
Creditor H.T. Lyons, Inc., complains that the Plan proposed by St.
Francis' Hospital, Poughkeepsie, New York, et al., fails to
provide full payment of its secured claim.

H.T. Lyons rendered heating, ventilating, and air conditioning
services to the Debtor for several years leading up to the
Debtor's Chapter 11 filing, and continues to provide goods and
services postpetition pursuant to the parties' exeutory contract.
On March 7, 2014, H.T. Lyons filed a secured claim for $317,436
based on two notices of mechanic's liens.

H.T. Lyons, Inc., is represented by:

          COUCH WHITE, LLP
          Jeremy M. Smith, Esq.
          540 Broadway, P.O. Box 22222
          Albany, New York 12201-2222
          Tel No.: (518) 426-4600

                     About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.


SUN BANCORP: Names Clay Creasey to Board of Directors
-----------------------------------------------------
Sun Bancorp, Inc., has appointed Clay Creasey to the Board of
Directors of the Company.  Mr. Creasey will also serve as a
director of Sun National Bank, the Company's wholly-owned
subsidiary, and as a member of the Audit, Risk and ALCO/Investment
Committees of the Company's Board of Directors.

Mr. Creasey is executive vice president and chief financial
officer of Toys"R"Us, Inc.  He joined Toys"R"Us, Inc., in 2006
with more than 25 years of financial management experience in the
retail industry.  Mr. Creasey began his retail career at Lucky
Stores, a large, public grocery where he spent 11 years in various
corporate and division financial roles.  More recently, he spent
13 years at Mervyn's, a subsidiary of Target Corporation, and
served as their chief financial officer for five years.

Mr. Creasey also spent one year as the financial head of Zoom
Systems, a San Francisco-based start-up company in the automated
retail sector.  During his career, he has been involved with
several corporate and operational restructurings and financial
turnarounds.  Before entering the retail sector, Mr. Creasey spent
two years as an Actuarial Analyst at Fireman's Fund and six years
as a corporate lending officer with Crocker Bank.

He holds a bachelor's degree and a Masters of Business
Administration from Stanford University and is a Certified Public
Accountant.

"Clay Creasey has robust corporate leadership skills with
extensive experience in restructurings and financial turnarounds
and will be a valuable addition to our board," said Sidney R.
Brown, Sun's Chairman and interim president and CEO.

"Additionally, Clay brings banking knowledge and expertise in risk
management, regulatory compliance, credit and corporate lending.
On behalf of the board and the entire organization, we welcome
Clay to Sun and look forward to his contribution to the Company."

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp incurred a net loss available to common shareholders
of $9.94 million in 2013, a net loss available to common
shareholders of $50.49 million in 2012 and a net loss available to
common shareholders of $67.50 million in 2011.  As of Dec. 31,
2013, the Company had $3.08 billion in total assets, $2.84 billion
in total liabilities and $245.33 million in total shareholders'
equity.

"Although we have taken a number of steps to reduce our credit
exposure, at December 31, 2013, we had approximately $40.5 million
in nonperforming assets and it is possible that we will continue
to incur elevated credit costs over the near term, which would
adversely impact our overall financial performance and results of
operations.  We cannot assure you that we will return to
profitability in the near term or at all," the Company said in the
annual report for the year ended Dec. 31, 2013.


SWISS VALLEY AGENCY: Case Summary & 16 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Swiss Valley Agency, Inc.
           dba Northtown Insurance
        91-1693825
        5727 N Division St
        Spokane, WA 99208

Case No.: 14-01512

Chapter 11 Petition Date: April 22, 2014

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Dan O'Rourke, Esq.
                  SOUTHWELL & O'ROURKE, P.S.
                  421 W Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: 509-624-0159
                  Fax: 509-624-9231
                  Email: dorourke@southwellorourke.com

                    - and -

                  Kevin O'Rourke, Esq.
                  SOUTHWELL & O'ROURKE, P.S.
                  421 W Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: 509-624-0159
                  Fax: 509-624-9231
                  Email: kevin@southwellorourke.com

Total Assets: $1.33 million

Total Liabilities: $854,601

The petition was signed by Harry Bourke Owens, president.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/waeb14-1512.pdf


TCH 2 HOLDINGS: Moody's Assigns 'B3' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to TCH -- 2 Holdings,
LLC (the parent company of TravelClick, Inc.), as well as B1
ratings to the company's proposed first lien senior secured
facilities and a Caa2 to the proposed second lien facility. The
proceeds will be used in conjunction with the acquisition of
TravelClick by private equity group Thoma Bravo, LLC from Genstar
Capital. The ratings outlook is stable.

In March 2014, TravelClick, Inc. announced that its private equity
owners (Genstar Capital) had entered into an agreement to sell the
company for $930 million to Thoma Bravo with an expected closing
date in the second quarter of 2014. TCH-2 Holdings, LLC will issue
debt to refinance the debt of TravelClick.

Thoma Bravo is proposing to raise a $415 million first lien bank
facility, consisting of a $30 million 5-year revolver and a $385
million 7-year term loan, and a $175 million second lien 7.5-year
term loan. The first lien and second lien term loans, and $410
million in equity, will be used to pay the $930 million purchase
price, put cash on the balance sheet and pay fees and expenses.
TCH -- 2 will be the issuer of the new facilities.

The following ratings were assigned:

Issuer: TCH -- 2 Holdings, LLC

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

First Lien Senior Secured Revolving Bank Credit Facility,
Assigned B1, LGD3, 31%

First Lien Senior Secured Term Bank Credit Facility, Assigned B1,
LGD3, 31%

Second Lien Senior Secured Bank Credit Facility, Assigned Caa2,
LGD5, 83%

Ratings Outlook: Stable

The following ratings will be withdrawn once the transaction
closes:

Issuer: TravelClick, Inc.

Probability of Default Rating at B2-PD

Corporate Family Rating at B2

Senior Secured $20 Million Revolving Bank Credit Facility Due
2016 at Ba3, LGD3, 32%

Senior Secured $160 Million Term Bank Loan B due 2016 at Ba3,
LGD3, 32%

Second Lien Senior Secured $90 Million Term Loan Due 2018 at
Caa1, LGD5, 85%

Ratings Rationale

The B3 Corporate Family Rating reflects TCH -- 2's high initial
leverage and small scale in terms of revenue relative to other
business and consumer service company peers. TCH -- 2's small
scale exposes the company to negative changes in industry or
economic trends. Moody's does not expect the company to materially
repay debt above and beyond required amortization, which is
relatively modest. The company will likely reinvest excess cash to
grow organically and/or through acquisitions. The B3 rating also
takes into consideration the company's reliance on certain
strategic partners, the cyclical and highly competitive nature of
the hotel industry (the company's end market), and competition
from online travel agencies in booking hotel reservations.

Positive consideration is given to favorable lodging industry
trends and TCH-2's good interest coverage, leading position in the
hotel technology segment, high recurring revenue given its
subscription-based model, and diverse customer base, consisting of
a broad distribution of geographies - notable for a company of its
size.

TCH - 2's leverage as of the LTM period ended February 28, 2014
(pro forma for the proposed transaction and including Moody's
standard adjustments, primarily operating leases) is high at
approximately 9.7 times on a GAAP EBITDA basis or 7.0 times on a
cash EBITDA basis (includes deferred revenue as EBITDA). Moody's
notes that this pro forma leverage does not take into account any
cost synergies the company expects to achieve in 2014 following
the close of the transaction (these synergies are reflected in
Moody's projections for 2014 and 2015). Revenue of about $300
million for the LTM period ended February 28, 2014 is small and
more in line with a Caa rated entity.

TCH-2's operating performance will benefit from improving end
market fundamentals in most of its regions. Revenue per available
room (RevPAR) in the domestic lodging industry is expected to
increase by 5-6% over the next 12 to 18 months (as per Moody's
Outlook for the US Lodging Industry).

The company's liquidity is good, supported by positive free cash
flow, access to a $30 million committed revolving credit facility
and the absence of financial maintenance covenants (the revolver
is expected to have a springing first lien net funded leverage
ratio if availability falls below a threshold amount).

The stable rating outlook reflects Moody's expectation that TCH -
2 will continue to grow its revenue and earnings by growing new
customers and expanding sales to existing customers. In addition,
Moody's expects TravelClick's liquidity will remain good and that
some free cash flow will be used to repay debt above and beyond
required amortization.

Ratings could be upgraded if TravelClick continues to grow EBITDA
and debt is reduced, enabling the company to achieve and maintain
Moody's adjusted debt/EBITDA (using GAAP EBITDA) of below 5.5
times and Moody's adjusted free cash flow to debt of 10%. Ratings
could be downgraded if free cash flow turns negative, revenue
growth is below 5%, or if Moody's adjusted GAAP EBITDA less
capex/interest expense approaches 1 time. Ratings could also be
downgraded if liquidity deteriorates or EBITDA declines year over
year.

TravelClick is a leading provider of marketing and reservation
services to independent and chain hotels worldwide. TravelClick's
offerings include: (i) Business Intelligence Solutions which
provide customers with competitive market data; (ii) Digital
Marketing Solutions which enable customers to market their
properties directly to consumers and travel agents; and (iii)
Reservation Services which provide a web-based Central Reservation
System, including a web booking engine. Headquartered in New York
City, the company generated revenues of about $300 million for the
LTM period ended February 28, 2014.

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.


TELEXFREE LLC: DOJ Watchdog Recommends Trustee
----------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that a
federal bankruptcy watchdog overseeing TelexFree LLC's Chapter 11
case found compelling evidence of fraud, dishonesty and gross
mismanagement and asked a judge to order the appointment of a
trustee to take control of the company.

According to the report, TelexFree has been accused by both state
and federal regulators of illegally operating a $1 billion pyramid
scheme targeting Brazilian and Dominican immigrants. Most of the
company's leadership and several of its promoters have been
charged with civil fraud by the Securities and Exchange
Commission.

The Bankruptcy Code allows for a trustee in cases where there is
"fraud, dishonesty, incompetence or gross mismanagement of the
affairs of the debtor by current management, either before or
after the commencement of the case," the report related.  If
approved by Judge August Landis, a Chapter 11 trustee would
replace the company's management and oversee its day-to-day
operations.

"The company disputes the material allegations made by these
agencies and regrets that their actions impede our ability to
continue to serve our customers, restructure our operations, and
thereby emerge as a stronger and more competitive company,"
TelexFree said in a statement, the report further related.

In court papers, the watchdog, U.S. Trustee Tracy Hope Davis,
noted allegations that the company diverted more than $30 million
in cash from company bank accounts to its officers and affiliated
companies, the report added.  Those alleged transfers include $3.5
million wired by company founder Carlos Wanzeler to a bank in
Singapore, which was uncovered by an SEC forensic accountant.

                         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.


TERI POLO: 'Meet the Parents' Actress Seeks Chapter 11
------------------------------------------------------
TMZ reported that Meet the Parents actress Teri Polo, 44, filed
for Chapter 11 bankruptcy last week, reportedly owing $772,000 in
taxes and more than $36,000 in credit card debt.  The report said
Ms. Polo is facing a $30,000 lawsuit from her previous landlord,
who claims she left dog feces in her apartment when she moved out.


TMT PROCUREMENT: Court Won't Delay Disposition of Vantage Shares
----------------------------------------------------------------
In the Chapter 11 cases of TMT Procurement Corporation et al.,
Houston Bankruptcy Judge Marvin Isgur denied the request of
Vantage Drilling Company for a stay pending appeal of three orders
that pertain to the disposition of pledged shares of stock in
Vantage Drilling Company.  Two motions for stay have been filed by
Vantage.  Because Vantage failed to present any substantial
evidence in support of its motions for stay, it has failed to
satisfy the standards for the imposition of a stay, the Court
said.

Vantage seeks to stay three orders.

     -- The first motion filed by Vantage seeks to stay both
        the Final Debtor-in-Possession Financing Order and
        the Supplemental Order issued in furtherance of the
        Final Debtor-in-Possession Financing Order; and

     -- The second motion filed by Vantage seeks to stay the
        Share Pledge Order.

The Final DIP Financing Order was entered on Nov. 7, 2013.  It was
timely appealed by Vantage.  Briefing is complete, and oral
arguments have been held at the Fifth Circuit.  Prior to April 4,
2014, Vantage did not seek to stay the implementation of that
Order.  Accordingly, much of the Nov. 7, 2013 order has been fully
consummated.  Pursuant to that Order, at least these material
events have transpired:

     -- The Court has taken physical possession of approximately
        $50,000,000 worth of shares (at present market value)
        in Vantage, to be utilized as directed by the Court for
        Estate purposes and to assure compliance with the Court's
        orders.

     -- Macquarie Bank has advanced $20,200,000.00 to the Debtors
        pursuant to a post-petition loan. It is undisputed that
        Macquarie would not have made the $20,200,000 in advances
        without the security of the Vantage Shares.

     -- Over $20,000,000 of additional funds held in pre-petition
        cash reserve accounts have been ordered to be utilized
        (over the objections of the holders of pre-petition
        secured claims) for the benefit of the Estates.  The
        orders requiring the use of these funds were issued after
        the Court determined that adequate protection existed.
        The Court also ordered that any deficiencies in the
        availability of adequate protection would be satisfied
        from the proceeds of the liquidation of the Vantage
        shares deposited with the Court. 11 U.S.C. Sec. 507(b).

     -- Plans have been confirmed for three of the Debtors.
        Those plans provide for exit financing that is partially
        secured by a portion of the Vantage shares.  The plans
        provide for full payment of all unsecured claims
        (exceeding $1,000,000), and a consensual restructure
        of tens of millions of dollars of prepetition debt.
        Moreover, the plans result in a $4,000,000 reduction
        of the $20,200,000 owed to Macquarie.  The reduction,
        when considered in light of a transfer of the pledge
        of only $3,000,000 of the Vantage shares, even has a
        potential benefit to Vantage.

Vantage challenges the validity of the Final DIP Financing Order
on the basis that Vantage claims an interest in the pledged
shares.  Vantage has sued the owner of F3 Capital. Vantage has not
sued F3 Capital, and the statute of limitations on a direct suit
against F3 Capital (but not a suit in furtherance of collection of
a judgment) has long since passed.

The Court's Supplemental Order, issued on March 28, 2014,
implements the Final DIP Financing Order. Having been issued after
a default under the Final DIP Financing Order, the Supplemental
Order merely recognizes an undisputed default under the Final DIP
Order, allows a period of forbearance, and mandates that Macquarie
(the lender under the Final DIP Financing Order) apply the
proceeds of the liquidation of the Vantage shares precisely as
required in the Final DIP Financing Order.

The Share Pledge Order was issued on April 8, 2014, in conjunction
with the confirmation of the plans of reorganization filed by
three Debtors -- A Handy Corporation, B Handy Corporation, and C
Handy Corporation.  The Share Pledge Order authorizes 1,750,000 of
Vantage Shares (currently valued at approximately $3,000,000) to
be transferred from the shares pledged to Macquarie to a new exit
loan facility to be provided by a third party lender.  If the exit
loan facility is repaid without default, the shares are to be
returned to the Court for further administration. If there is a
default under the exit loan facility, the new lender may exercise
rights against the Vantage shares.

A copy of Judge Isgur's April 17, 2014 Memorandum Opinion is
available at http://is.gd/TE9vB9from Leagle.com.

Vantage is represented by William Greendyke, Esq., at Fulbright &
Jaworski.

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing
creditors to release the vessels so they can return to generating
income.

TMT has tapped attorneys from Bracewell & Giuliani LLP as
bankruptcy counsel and AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

In July 2013, the U.S. Trustee for Region 4 appointed seven
creditors to the official committee of unsecured creditors.

The remaining cases pending before the Houston Bankruptcy Court
are those of TMT Procurement Corporation; A Whale Corporation;
B Whale Corporation; C Whale Corporation; D Whale Corporation;
E Whale Corporation; G Whale Corporation; H Whale Corporation;
A Duckling Corporation; F Elephant Inc.; A Ladybug Corporation;
C Ladybug Corporation; D Ladybug Corporation; A Handy Corporation;
B Handy Corporation; C Handy Corporation; B Max Corporation; New
Flagship Investment Co Ltd; Roro Line Corporation; Ugly Duckling
Holding Corporation; and Great Elephant Corporation.


UNIQUE BROADBAND: Reports Second Quarter 204 Results
----------------------------------------------------
Unique Broadband Systems, Inc. on April 23 reported its operating
and financial results for the second quarter of fiscal 2014, ended
February 28, 2014.

Recent operating and financial highlights (in thousands, except
per share amounts) include:

        --  UBS continues to operate under the court approved
Company Creditors Arrangement Act ("CCAA").

        --  The loss before comprehensive loss for the quarter
ended February 28, 2014 decreased by 80% to $228 compared to the
three months ended February 28, 2013, due mainly to lower costs
arising from the CCAA claims process.

        --  UBS recorded loss and comprehensive loss of $1,060 or
$0.10 per share, for the three months ended February 28, 2014,
compared to a loss and comprehensive loss of $1,780, or $0.017 per
share for the three months ended February 28, 2013.

        --  Fair value of shares in ONEnergy Inc. currently held
by UBS decreased by $832 to $2,218, due to a decrease in
ONEnergy's bid prices as at February 28, 2014 to $0.08 per
multiple voting share and $0.08 per subordinate voting share,
compared to the respective bid prices as at August 31, 2013 of
$0.10 and $0.10.

        --  As at February 28, 2014, UBS held cash of $1,912 and
short-term investments of $301, totaling $2,213, compared to cash
of $2,869 as at August 31, 2013.

        --  The Company's appeal and the Jolian Parties'
cross-appeal of the Judgement of the Honourable Madam Justice
Mesbur, which was released on May 21, 2013, are scheduled to be
heard on October 15, 2014.

For further information on UBS' financial results, please review
UBS' unaudited condensed consolidated interim financial statements
and management's discussion and analysis of financial condition
and results of operations for the three and six months ended
February 28, 2014 and 2013.

                  About Unique Broadband Systems

Unique Broadband Systems, Inc. -- http://www.uniquebroadband.com/
-- is a Canadian-based company with holdings in Look
Communications and a continuing business interest with Unique
Broadband Systems Ltd.


UPH HOLDINGS: Confirms Corrected 1st Amended Reorganization Plan
----------------------------------------------------------------
UPH Holdings, Inc., et al., won confirmation of their Corrected
First Amended Chapter 11 Plan of Reorganization.

In a separate order, the Court considered as moot the Debtors'
motion for approval of non-material modifications to their Third
Amended Plan of Reorganization.

Objections to the Plan confirmation were resolved.

On March 18, the United States of America, on behalf of the
Internal Revenue Service, objected to the confirmation of the
Plan, stating that, among others, plan debtors Pac-West and Tex-
Link have not filed quarterly excise tax returns (Tele
communications taxes) since the bankruptcy cases were filed in
March 2013.  The returns and any tax that may be due are
administrative expenses that must be paid in full on confirmation.

The Debtors, in their omnibus response to the objections, stated
that the Plan represented the third version of the Debtors'
proposed plan, which was initially filed on Sept. 23, 2013.   The
Defendants' objections all attack the Debtors' Plan with the same
assertions, including that the proposed transfer of assets to the
Liquidating Trust strips litigation of defenses or expands
bankruptcy court jurisdiction with respect to the adversaries.

On March 13, 2014, Leap Wireless International, Inc. and Cricket
Communications, Inc., filed their objection to the Corrected First
Amended Plan.  On March 14, T-Mobile USA, Inc. filed its
objection.  Sprint Communications Company, L.P. and its affiliates
also filed its objection.

The Debtors said the Plan complies with all applicable provisions
and must be confirmed; the Debtors' Plan also has the support of
the Committee and the Debtors' secured lender, Hercules Technology
II, L.P.

Pamella A. Hopper, Esq., at McGuireWoods LLP represented Sprint
Communications and its affiliates.

Eric J. Taube, Esq., at Hohmann, Taube & Summers, LLP represented
Leap Wireless and Cricket Communications.

According to the Corrected First Amended Disclosure Statement, the
Plan will implement the Committee-Hercules Settlement by
establishing a Liquidating Trust to be funded/vested with all of
the Debtors' Assets as of the Effective Date of the Plan.  The
Liquidating Trust will be administered by the Liquidating Trustee
pursuant to the terms of the Plan and the Liquidating Trust
Agreement. Among other things, the Liquidating Trustee will
liquidate the Assets, reconcile outstanding Claims, and make
Distributions to holders of Allowed Claims pursuant to the terms
of the Plan and the Liquidating Trust Agreement.

On the Effective Date of the Plan, all objections to Claims and
all Causes of Action (including Receivables Actions and Avoidance
Actions) will be preserved and prosecuted by the Liquidating
Trustee.  The Liquidating Trustee may object to the Allowance of
Claims for which liability, in whole or in part, is Disputed for
whatever reasons, even if Claims were not Scheduled by the Debtors
as disputed, contingent or unliquidated.  All objections to Claims
must be filed within one year following the Effective Date of the
Plan, unless such date is extended by the Bankruptcy Court on
motion by the Liquidating Trustee.

Additionally, each unexpired executory contract and unexpired
lease to which the Debtors are a party that has not expired by its
own terms on or before the Effective Date, will be deemed rejected
unless it is assumed under the Plan.

A copy of the Corrected Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/UPHHOLDINGS_amendedds.pdf

                        About UPH Holdings

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-10570) on March 28,
2013.  Judge Tony M. Davis oversees the case.  Jennifer Francine
Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson Walker,
L.L.P., serve as the Debtors' counsel.  Q Advisors, LLC serves as
financial advisors.  UPH Holdings disclosed $26,917,341 in assets
and $19,705,805 in liabilities as of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.

The Committee tapped Kelley Drye & Warren LLP as its counsel, and
QSI Consulting, Inc. as its financial advisor.


UPH HOLDINGS: Has Deal With Level 3 on Contract Assumption
----------------------------------------------------------
Bankruptcy Judge Tony M. Davis has signed off on an agreed order
regarding the assumption and assignment of various executory
contracts among one or more of UPH Holdings, Inc., et al., and the
Level 3 Entities.

On July 23, 2013, the Debtors were authorized to sell
substantially all of their assets to TNCI Operating Company, LLC
pursuant to an asset purchase agreement dated as of July 3, 2013.

In this connection, the agreed order provides that if the final
closing date does not occur, all of the Parties' rights, remedies,
claims and defenses, including but not limited to, the Level 3
Entities' objections, and the Debtors' claims and causes of action
against Level 3 will be preserved.

The Debtors and the Level 3 Entities are parties to various
executory contracts related to the billing account numbers.

The Level 3 Entities consist of Level 3 Communications, LLC,
Global Crossing Telecommunications, LLC, WilTel Communications,
LLC, and Global Telecom, Ltd, and ICG Telecom Group, Inc.  The
Level 3 Entities timely filed proofs of claim against the Debtors'
bankruptcy estates in the aggregate amount of $1,760,029.

                   Stipulation on Tex-Link MSA

The Debtor also entered into a stipulation with TNCI Operating
Company, LLC, and Alpheus Communications, LLC, to assume and
assign a wholesale master service agreement, dated June 1, 2006,
between Alpheus and Tex-Link Communications, Inc.

Pursuant to the sale order, the Debtors assumed the 2004 Services
MSA, the 2007 Services Assignment, the 2007 Services MSA, and the
nWire MSA and assigned these Agreements to TNCI.  The Debtors did
not assume and assign the Tex-Link MSA under the sale order.

TNCI and Alpheus now desire to have the Debtors assume the Tex-
Link MSA and assign it to TNCI pursuant to Bankruptcy Code Section
365.

The stipulation also provides that, among other things:

   1. the Debtors are authorized to assume the Tex-Link MSA;

   2. the Debtors are further authorized to assign the Tex-Link
      MSA to TNCI as if the Tex-Link MSA had been assumed and
      assigned under the sale order and in accordance with the
      MOU.  TNCI will pay the amounts and cure such defaults under
      the agreements in accordance with the requirements of the
      MOU; and

   5. the stipulation will bind the Parties, their successors and
      assigns.

W. Steven Bryant, Esq., at Locke Lord LLP, represented Alpheus
Communications.  Patricia B. Tomasco, Jackson Walker L.L.P.,
represented the Debtors.  Steven Wilamowsky, Esq., at Bingham
Mccutchen LLP represented TNCI Operating Company, LLC.

                        About UPH Holdings

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-10570) on March 28,
2013.  Judge Tony M. Davis oversees the case.  Jennifer Francine
Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson Walker,
L.L.P., serve as the Debtors' counsel.  Q Advisors, LLC serves as
financial advisors.  UPH Holdings disclosed $26,917,341 in assets
and $19,705,805 in liabilities as of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.

The Committee tapped Kelley Drye & Warren LLP as its counsel, and
QSI Consulting, Inc. as its financial advisor.


UPPER VALLEY: Hearing on Case Conversion Continued Until May 27
---------------------------------------------------------------
The Bankruptcy Court continued until May 27, 2014, at 1:30 p.m.,
to consider the U.S. Trustee's motion to convert the Chapter 11
case of Upper Valley Commercial Corporation to one under Chapter 7
of the Bankruptcy Code; or, in the alternative, authorize the
appointment of Chapter 11 trustee to the case.

As reported in the Troubled Company Reporter on March 19, 2014,
William K. Harrington, the U.S Trustee, stated that the need to
convert or appoint a Chapter 11 Trustee had become apparent
because the case needs a disinterested fiduciary to investigate
and liquidate insider claims and the Debtor's pre-petition
mismanagement.

The U.S. Trustee argued that the case should be converted because
there is no reorganization contemplated for the Debtor.  The
Debtor filed the bankruptcy case to wind down its affairs as a
condition to avoiding the appointment of a state court receiver.
Further, the UST argues that the Debtor in liquidating its estate
has a fiduciary duty to maximize the return on its accounts
receivables and pursue chapter 5 actions if it would benefit the
estate.  However, management is not likely to want to pursue this
type of actions because of their various conflicts of interests.

The U.S. Trustee also argued that sufficient grounds exist to
appoint a Chapter 11 Trustee.  The UST pointed out that the claims
against insiders are a significant portion of the Debtor's assets
and the best interest of the creditors would only be served by the
appointment of a disinterested trustee.  Further, an inherent
conflict of interest exists in the Debtor's officers and directors
pursuing claims against themselves, their businesses, and family
members.  Moreover, because more than half ($5,238,638.06) of the
Debtor's remaining Accounts Receivables consists of money borrowed
from the Debtor by its principals, their family members, and
businesses, the Debtor suffers from material conflicts of
interests which give rise to the presumption that it will not be
able to conduct unbiased investigations and make impartial
decisions in pursuing claims on behalf of the Debtor.

             About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

William K. Harrington, the U.S. Trustee, on Feb. 24 appointed
three members to the official committee of unsecured creditors.
Bernstein, Shur, Sawyer & Nelson, P.A., serves as its counsel.


UPPER VALLEY: May 27 Hearing on Adequacy of Plan Outline
--------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 27, 2014, at
1:30 p.m., to consider the adequacy of information in the
Disclosure Statement explaining Upper Valley Commercial
Corporation's Plan of Reorganization dated Feb. 21, 2014.

As reported in the Troubled Company Reporter on April 14, 2014,
according to the Disclosure Statement, the funds necessary for the
Debtor to execute and implement the Plan will come from collection
of accounts receivable.

Under the Plan, the Debtor proposes this treatment of claims:

   Class One. The Allowed Pink Card Claims and Term Note Claims
owed by the Debtor to non-Insider creditors will be repaid by the
Debtor over a period of approximately 36 months, without interest.
The Debtor will make quarterly payments on Allowed Class One
Claims in the amount of 80% of its Quarterly Available Cash.

   Class Two. The Allowed Pink Card Claims and Term Note Claims
owed by the Debtor to Insider creditors will be repaid by the
Debtor over a period of approximately 36 months, without interest.
The Debtor will make quarterly payments on Allowed Class Two
Claims in the amount of 20% of its Quarterly Available Cash until
Class One Claims are paid in full at which point Class Two Claims
will receive 100% of the available cash until Class Two Claims are
paid in full.

   Class Three. The Allowed Pink Card Claims and Term Note Claims
owed by the Debtor to Insider creditors will be repaid outside of
the bankruptcy plan once the holders of Allowed Class One Claims,
Allowed Class Two Claims and Allowed Class Four Claims are paid in
full.

   Class Four. Class Four Claims will be paid in full, without
interest.  The Claims will be subordinated to the claims of
holders of Allowed Class One Claims and Allowed Class Two Claims,
and payments to the holder of Allowed Class Four will commence
once the holders of Allowed Class One and Class Two claims are
paid in full.

   Class Five. Holders of interests in Class Five Interests will
retain their current equity interest by being issued stock in the
Reorganized Debtor.  Because Classes One through Four will receive
on account of their Claims payment of a value, as of the effective
date of the plan, equal to the amount of their Allowed Claims.

   Class Six. The holder of Allowed Convenience Class will be paid
in full on the Effective Date, without interest.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/UPPERVALLEY_97_debtor_ds.pdf

             About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.

William K. Harrington, the U.S. Trustee, on Feb. 24 appointed
three members to the official committee of unsecured creditors.
Bernstein, Shur, Sawyer & Nelson, P.A., serves as its counsel.


US FOODS: S&P Retains 'B' Corp. Credit Rating on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said that all of its ratings on
Rosemont, Ill.-based US Foods Inc., including its 'B' corporate
credit rating, remain on CreditWatch, where S&P placed them with
positive implications on Dec. 9, 2013.  Total debt outstanding as
of Dec. 28, 2013, was approximately $4.8 billion.

S&P's ratings on Houston-based Sysco Corp., including its 'A'
corporate credit and 'A-1' short-term rating, remain on
CreditWatch with negative implications.

S&P's ratings on US Foods remain on CreditWatch with positive
implications as its proposed merger with Sysco remains subject to
regulatory review.  Assuming regulators approve the transaction,
it should close in the third-calendar quarter of 2014.

Assuming the transaction closes on terms generally consistent with
those expected by Sysco, including its projected debt levels and
with limited divestitures, S&P anticipates raising its corporate
credit rating on US Foods to 'A-', which is the expected corporate
credit rating on Sysco.  S&P then expect to withdraw all of its
ratings on US Foods.

S&P would reevaluate the CreditWatch listing and ratings if
regulators do not approve the transaction, or if as a condition of
approval regulators require significant changes to the proposed
transaction, including substantial divestitures; if the
transaction financing structure is materially revised; or if the
operating environment changes significantly from current
conditions.


VALEANT PHARMA: Moody's Affirms 'Ba3' CFR; Outlook Developing
-------------------------------------------------------------
Moody's Investors Service revised the rating outlook on Valeant
Pharmaceuticals International, Inc. to developing from negative.
At the same time, Moody's affirmed Valeant's existing ratings
including the Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating, Ba1 senior secured rating and B1 senior unsecured
rating.

This rating action follows the announcement that Valeant has made
an offer to purchase Allergan, Inc. for over $40 billion with a
combination of cash and stock. To date, Allergan has not accepted
Valeant's offer.

The developing outlook represents the potential for an improving
credit profile if Valeant acquires Allergan, based on
significantly improved scale, leadership positions in eyecare and
dermatology, significant cash flow, and potentially a reduction in
Valeant's debt/EBITDA. The likelihood of acquiring Allergan is
difficult to predict, and the specific terms could change. In a
scenario where it does not occur, Valeant's aggressive acquisition
strategy will still be a key factor constraining the rating.

Ratings affirmed:

Valeant Pharmaceuticals International, Inc.:

Ba3 Corporate Family Rating

Ba3-PD Probability of Default Rating

Ba1 (LGD2, 20%) senior secured term loans and revolving credit
agreement

B1 (LGD5, 76%) senior unsecured notes

SGL-1 Speculative Grade Liquidity Rating

Valeant Pharmaceuticals International:

B1 (LGD5, 76%) senior unsecured notes

Ratings Rationale

Valeant's Ba3 Corporate Family Rating reflects its high pro forma
leverage, in excess of 4.0 times (using Moody's adjustments) as of
December 31, 2013, prior to assessing the impact of an acquisition
of Allergan. The rating also reflects the risks associated with an
aggressive acquisition strategy, including integration risks and
rapid capital structure changes. Pro forma leverage includes
estimated acquisition synergies from recent acquisitions including
Bausch & Lomb, but the company's rapid pace of acquisitions makes
it difficult to ascertain a true run-rate of pro forma EBITDA. The
ratings are supported by Valeant's considerable scale, a high
level of product and geographic diversity, a successful
acquisition track record, and the lack of any major patent cliffs.
Good free cash flow will continue, although acquisitions will
remain a use of cash.

The rating outlook is developing, pending clarity on the
likelihood of Valeant acquiring Allergan, which would be credit-
positive. Valeant's ratings could be upgraded if Moody's believes
debt/EBITDA will be sustained below 3.5 times (with credit for
reasonable synergies) while maintaining good organic growth rates.
Conversely, Valeant's ratings could be downgraded if Moody's
believe debt/EBITDA will be sustained materially above 4.0 times
or if other risk factors emerge, such as litigation or regulatory
compliance issues.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. ("Valeant") is a global specialty
pharmaceutical company with expertise in branded dermatology, eye
health, neuroscience products, branded generics and OTC products.
Valeant reported $5.8 billion in net revenues in 2013, which
includes Bausch & Lomb only from the acquisition date of August 5,
2013.


VELTI INC: Court Sets May 12 as Claims Bar Date
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
request of Velti, Inc. and its debtor-affiliates to set May 12,
2014, at 5:00 p.m. (prevailing Eastern Time) as deadline for
creditors to file proof of claim against the Debtors.

All proofs of claim must be delivered at:

  a) Regular Mail:

     BMC Group Inc
     Attn: Velti Inc. claims processing
     PO Box 3020
     Chanhassen, MN 55317-3020

  b) Overnight delivery:

     BMC Group Inc
     Attn: Velti Inc. claims processing
     18675 Lake Drive East
     Chanhassen, MN 55317

                          About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.  Capstone Advisory Group LLC serves as consultant.


VELTI INC: Court Approves Deloitte FAS as Financial Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Velti, Inc. and its debtor-affiliates to employ Deloitte Financial
Advisory Services LLP as financial advisor, nunc pro tunc to Nov.
4, 2013.

As reported in the Troubled Company Reporter on Dec. 16, 2013,
the Debtors require Deloitte FAS to:

   (a) assist the Debtors' management with collection or other
       disposition of accounts receivable owed by customers of the
       Debtors;

   (b) advise the Debtors in connection with their communications
       and negotiations with their lender and other major
       creditors, as well as other parties as requested by the
       Debtors and agreed to by Deloitte FAS;

   (c) assist the Debtors as needed in their deliberations over
       financial, operational and strategic restructuring
       alternatives and understanding their business and financial
       impact; and

   (d) other services as requested by the Debtors' boards or
       management, and agreed to by Deloitte FAS.

Certain firms around the world, including Deloitte LLP, an
affiliate of Deloitte FAS, are members of Deloitte Touche Tohmatsu
Limited, a U.K. company limited by guaranty.  In connection with
the pre-petition performance of the services under the Engagement
Letter, Deloitte FAS used the personnel of certain non-US member
firms of DTTL or their affiliates from Greece and the U.K.
Deloitte FAS does not anticipate using the services of such DTTL
Member Firms after the Petition Date; however, it is expected that
the DTTL Member Firm in the U.K. will engage separately with the
Debtors' non-debtor affiliate in the U.K.

Deloitte FAS and the Debtors have agreed that Deloitte FAS will
charge the Debtors these hourly rates:

       Partner, Principal                $695
       Director                          $575
       Senior Vice President             $495
       Vice President                    $435
       Senior Consultant                 $375
       Consultant                        $325
       Others including
         paraprofessionals               $125

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

In the 90 days preceding the Petition Date, the Debtors paid
Deloitte FAS $825,000 for professional services rendered pursuant
to the Engagement Letter.  As of the Petition date, no amounts
were outstanding with respect to invoices issued by Deloitte FAS
prior to this date.

Craig M. Boucher, director of Deloitte FAS, 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.

Deloitte FAS can be reached at:

       Craig M. Boucher
       DELOITTE FINANCIAL ADVISORY SERVICES LLP
       1750 Tysons Blvd.
       McLean, VA 22102-4219
       Tel: 202-370-2219
       E-mail: crboucher@deloitte.com

                          About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.  Capstone Advisory Group LLC serves as consultant.


VERTIS HOLDINGS: NJDEP's Deadline to File Complaint Extended
------------------------------------------------------------
The Bankruptcy Court approved an eighth stipulation extending the
time for 1980 US HWY 1, LLC, and the New Jersey Department of
Environmental Protection to file complaints against Vertis
Holdings, Inc., et al., to determine the dischargeability of
debts.

The stipulation dated April 15, 2014, was aimed to facilitate
discussions that may lead to a consensual resolution regarding
environmental matters concerning the premises and the merits of
1980 US HWY's contentions regarding the Debtors' obligations under
the post closing agreement and the remediation agreement with
respect to the Debtors' premises.

The parties agreed that the complaint filing is extended from
April 15, 2014, to June 30.

To facilitate the discussions, 1980 US has requested and the
Debtors have agreed to, a further extension of the complaint
deadline solely for 1980 US and the NJDEP, subject to the terms of
the stipulation.

James E. Huggett, Esq., at Margolis Edelstein; and Richard Levy,
Jr., at Pryor Cashman LLP represent 1980 US.

Christopher J. Updike, Esq., at Cadwalader, Wickersham & Taft LLP;
and Jason M. Madron, Esq., at Richards Layton & Finger, P.A.
represent the Debtors.

                      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.


VICTORY ENERGY: Reports $2.1 Million 2013 Net Loss
--------------------------------------------------
Victory Energy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.11 million on $735,413 of total revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $7.09
million on $326,384 of total revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $2.47 million
in total assets, $628,127 in total liabilities and $1.84 million
in total stockholders' equity.

Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has experienced recurring losses since its
inception and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.

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

                        http://is.gd/rWcl7W

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.


VIRGIN ISLANDS WAPA: Fitch Affirms 'BB' Rating on $142MM Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the following ratings for the U.S.
Virgin Islands (USVI) Water and Power Authority (WAPA):

   -- $142,350,000 electric system revenue bonds, series 2012A,
      2010A, 2010B, 2010C, 2003 at 'BB';

   -- $106,395,000 electric system subordinated revenue bonds,
      series 2007A, 2012B, 2012C at 'BB-'.

The Rating Outlook is revised to Stable from Negative.

SECURITY

The electric system revenue bonds are secured by a pledge of net
electric revenues and certain other funds established under the
bond resolution.  The electric system subordinated revenue bonds
are secured by a pledge of net revenues that are subordinate to
the pledge securing the electric system revenue bonds.

KEY RATING DRIVERS:

IMPROVED BUT WEAK FINANCIAL PROFILE: WAPA remains challenged by
extremely high retail rates (52.0 cents/kwh), a reliance on lines
of credit for working capital needs and weak cash flow, despite
modestly improved results for fiscal 2013.  Multiple base rate
increases enacted over the prior two years have improved debt
service coverage and liquidity, but metrics remain weak at 1.1x
and 30 days, respectively.

PROGRESS ON MULTIPLE FRONTS: The Outlook revision reflects the
incremental improvement in the authority's financial profile, as
well as the recent extension of multiple lines of credit through
2016 and the headway made thus far in diversifying the authority's
power supply.  Significant financial challenges remain, but the
authority's efforts could yield meaningful longer-term benefits to
the authority and its rate payers.

INADEQUATE AND REGULATED COST RECOVERY MECHANISMS: Electric rates
are regulated by the Virgin Islands Public Service Commission
(PSC), which has authorized cost recovery through both base rates
and a levelized energy adjustment clause (LEAC) for fuel and other
related costs.  Delays inherent in both the regulatory process and
the recovery mechanism impair liquidity and limit financial
flexibility.

CHALLENGED SERVICE AREA: The authority serves a geographically and
economically challenged service territory largely dependent on
tourism and government employment.  Strains related to the USVI's
narrow economy are compounded by the authority's exceptionally
high electric rates, declining sales and per capita personal
income levels that approximate just half of the U.S. average.

POWER SUPPLY DIVERSIFICATION: Fitch views positively the
authority's ongoing efforts to diversify its power supply by
converting its oil-fired generating plants to liquefied petroleum
gas (LPG, or propane) generation.  WAPA projects the use of LPG
will lower its energy costs by approximately 30%.

RATING SENSITIVITIES:

DIMINISHED LIQUIDITY: WAPA's inability to maintain sufficient cash
reserves and bank lines of credit, or the continued growth in
accounts receivable would likely prompt negative rating action.

IMPLEMENTATION OF FUEL DIVERSITY: Additional positive rating
consideration related to the conversion to LPG will depend on the
extent to which fuel savings are used to bolster the authority's
financial profile.

CREDIT SUMMARY:

The USVI is an organized, unincorporated U.S. territory 40 miles
east of the Commonwealth of Puerto Rico with a population of
approximately 106,000.  WAPA operates both a vertically integrated
retail electric system and a water treatment and distribution
system, both of which are independently financed with separate
liens on net revenues securing the outstanding debt of each
system.

The customer base is almost evenly divided between the
interconnected islands of St. Thomas and St. John, and St. Croix,
and is largely composed of residential and small commercial users
(98%).  WAPA's remaining customers include its largest, the Virgin
Islands government, as well as several large commercial users.
Sales to the government and the 10 largest non-governmental users
accounted for approximately 5% and 8.3%, respectively, of the
authority's total revenue in fiscal 2013, exposing the authority
to very little customer concentration.  While no individual non-
governmental customer accounts for more than 2% of total revenue,
more than half of the largest users are tourism dependent hotels
and resorts.

ADEQUATE, BUT ISOLATED OPERATIONS

WAPA owns and operates a total of seven generation facilities on
the islands of St. Thomas and St. Croix, as well as limited backup
generation on St. John (2.5 MW).  The generation facilities on
both St. Thomas and St. Croix are located at single sites but
include several steam and combustion turbine units that largely
mitigate operating risk and protect against unit outages.  Total
capacity available on each island is well in excess of peak
demand.

All of the authority's generating units are currently fueled by
oil, although efforts to advance a number of alternative energy
initiatives including liquefied petroleum gas (LPG), wind, solar
and waste to energy are ongoing. Importantly, the authority's
plant conversions to LPG are underway pursuant to a master
agreement (the agreement) WAPA signed with Vitol Virgin Islands
Corp. (Vitol) in June 2013.  The conversions are expected to be
complete by the latter part of 2014.

The agreement obligates Vitol to initially fund the costs related
to the construction of necessary infrastructure, as well as the
physical conversion of eight generating units.  In turn, WAPA
will, pursuant to the agreement, repay the infrastructure and
conversion costs over a seven-year period, although the option
exists to prepay in five years.  The agreement can be extended by
an additional two years at the authority's discretion.  Even after
factoring in the infrastructure costs, based on current market
estimates, WAPA projects the use of LPG will lower its energy
costs by approximately 30%.

WEAK FINANCIAL PROFILE

The authority's financial profile weakened considerably between
fiscals 2010-2012, reflecting the confluence of significantly
higher fuel costs, inadequate cost recovery, rising annual debt
service, declining sales and the continued financial strain
attributable to the water system and overdue receivables from the
government.

Consequently, Fitch calculated debt service coverage of all
obligations, including outstanding GO notes, averaged just 0.90x
over that span before improving modestly to nearly 1.1x in fiscal
2013. Liquidity, not including lines of credit available for
working capital, remained low with just 11 days cash on hand at
the close of fiscal 2013.  Including the available lines of
credit, the authority maintained a more acceptable 30 days of
liquidity on hand.

EXCEPTIONALLY HIGH RATES

The authority's retail rates continue to rank significantly higher
than the average for all U.S. States and other U.S. Territories,
including Guam (Guam Power Authority senior and subordinated
revenue bonds rated 'BBB-' and 'BB+', respectively, with a Stable
Rating Outlook) and Puerto Rico (Puerto Rico Electric Power
Authority power revenue bonds rated 'BB+'/Stable Outlook).  The
authority's higher than average rates remain a key credit concern.
WAPA's cost structure has historically been dominated by fuel
costs, particularly since 2007 as fuel costs nearly doubled from
$67.21/barrel to almost $130/barrel.  Fuel costs now approximate a
significant 71% of total operating expenses.

Several base rate increases have been requested by WAPA since
2010, with two approved in 2012 and 2013 providing roughly $15.7
million in additional recurring revenue.  The LEAC has also been
steadily increased, rising from $0.21/kwh in January 2009 to
$0.41/kWh currently. WAPA's overall rate currently stands at
$0.52/kWh.


VULCAN MATERIALS: Moody's Affirms 'Ba3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed Vulcan Materials Company's
Corporate Family Rating at Ba3, Probability of Default Rating at
Ba3-PD and senior unsecured ratings at Ba3. The company's senior
secured credit facility was upgraded to Ba1 from Ba2. Vulcan's SGL
assessment was upgraded to SGL-2 from SGL-3. The outlook was
revised to stable from negative.

The following rating actions were taken:

Corporate Family Rating, affirmed at Ba3;

Probability of Default Rating, affirmed at Ba3-PD;

Senior secured revolving credit facility rating, upgraded to Ba1
(LGD2- 16%) from Ba2 (LGD2-28%);

Senior unsecured notes rating, affirmed at Ba3 (LGD4-58%);

Senior unsecured shelf rating, affirmed at (P)Ba3 ;

Subordinate shelf rating, affirmed at (P)B2;

Preferred shelf rating, affirmed at (P)B3;

Speculative Grade Liquidity Assessment, upgraded to SGL-2 from
SGL-3;

Outlook is stable.

Ratings Rationale

The Ba3 corporate family rating is supported by the company's
leading position in the North American aggregates industry, its
regional geographic and end market diversity and large proven
reserves. Longer term, the business benefits from high barriers to
entry, a stable competitive landscape, and diverse end use
markets. During the first quarter of 2014, Vulcan sold its cement
and concrete businesses in the Florida area to Cementos Argos for
$720 million and used most of the proceeds to tender for
approximately $506 million of outstanding debt. As a result,
adjusted debt-to-EBITDA declined to approximately 4.8x (as of
December 31, 2013 and pro forma for the debt tender) from 5.7x.
The rating is still constrained by high financial leverage, as
well as margin and cash flow volatility expected through economic
cycles. However, Moody's expect further improvements in financial
leverage as business conditions and operating performance improve
over the intermediate-term.

The stable outlook reflects Vulcan's improving financial ratios
and Moody's expectations that the construction end markets it
serves will continue to improve moderately in 2014.

The SGL-2 speculative grade liquidity rating reflects Vulcan's
good liquidity profile, supported by its $500 million senior
secured credit facility due 2019, $193.7 million cash balance at
December 31, 2013 and manageable debt maturities over the next
couple of years. In March 2014, Vulcan amended the facility to
eliminate the asset-based-lending structure that previously
governed its borrowing capacity. Borrowing capacity of the
facility and total debt are now limited by two financial
covenants: debt-to-EBITDA ratio and EBITDA-to-interest expense
ratio. As of December 31, 2013, Vulcan's eligible borrowing
capacity (under the old facility) was $436 million and its
available borrowing capacity was $382.6 million net of $53.4
million used to support standby letters of credit. The credit
facility may become unsecured provided that Vulcan's credit rating
becomes investment grade by either Moody's or S&P, provided that
the other rating agency rates Vulcan Ba1 or BB+, respectively. It
can also become unsecured if debt-to-EBITDA (calculation as
provided in the credit facility) is less than or equal to 3.5x and
Moody's rating is Ba1 stable and S&P's rating is BB+ stable. The
company's free cash flow generation is expected to strengthen over
the intermediate-term, and as a result, Moody's expect the company
to use cash to pay down debt as it matures.

The rating could be upgraded should the company drive adjusted
debt-to-EBITDA comfortably below 4.0x, and improve operating
performance such that operating margins approach 10%, adjusted
EBIT-to-interest expense is approximately 3.0x and free cash flow
as a percentage of debt is approximately 3%, with the expectation
that all metrics are sustainable.

The rating would likely be downgraded in the event that Vulcan's
margins deteriorate, its adjusted debt leverage rises above 5.0x
and its adjusted EBIT- to-interest coverage metric falls below
1.5x over the intermediate-term. Additional rating pressures may
emerge in the event that construction fundamentals deteriorate.

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

Vulcan Materials Company is the largest producer of construction
aggregates in the U.S., and is also a major producer of asphalt
mix and concrete. Its primary end markets include public
construction, infrastructure, private nonresidential, and private
residential construction, and its aggregates reserves are about 15
billion tons. In 2013, Vulcan generated approximately $2.8 billion
in revenues.


WALKER LAND: Taps $5.2-Mil. Secured Credit from CHS Capital
-----------------------------------------------------------
Walker Land & Cattle, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Idaho to enter into a second
supplement to its motion to incur secured credit.  Specifically,
the Debtor seeks authority to enter into an agricultural loan
agreement, promissory note, agricultural security agreement, and
deed of trust with CHS Capital LLC.

CHS Capital agreed to provide the Debtor $5.2 million to finance
crop inputs of fertilizer, chemical, and fuel purchased from
Valley Wide Cooperative and Valley Agronomics.  The CHS Capital
secured loan accrues interest at 7.00% and will mature on Jan. 31,
2015.

As security for the loan, CHS Capital will be granted a super-
priority lien, senior to all other existing encumbrances on (a)
the 2014 crop and subsequent years crops, accounts and proceeds
thereof; and  (b) the real property consisting of approximately
215.91 acres.  Upon execution of the loan documents, CHS Capital
is granted a lien, subject to existing encumbrances and liens, in
the real property and all machinery and equipment.

Wells Fargo Bank, National Association, objects to the Secured
Credit Motion, complaining that it fails to satisfy the basic
requirement of a motion under Rule 9013 of the Federal Rules of
Bankruptcy Procedure and the clear and explicit requirements for
financing motions listed in Rule 4001.

As additional bloodline, the Debtor obtained a fifth interim
authority from the Court to use cash collateral in which Wells
Fargo and other parties have an interest in.  The fifth interim
cash collateral order allows the Debtor use of cash collateral
until April 23.  A fourth interim order authorized the Debtor to
use cash collateral until March 11.  A full-text copy of the Cash
Collateral Budget is available at:

      http://bankrupt.com/misc/WALKERLANDccbudget0408.pdf

The Cash Collateral Budget includes payment to utilities,
including $70,583 to Rocky Mountain Power, $1,581,000 to
PacifiCorp, and payment for adequate assurance to Commercial
Credit Group, Inc.

Objections to the Debtor's use of cash collateral filed by the
Official Committee of Unsecured Creditors and Wells Fargo were
overruled after the Court determined that unless it authorizes
additional use of cash collateral the Debtor will incur
irreparable harm or damage.

The Committee is represented by Bruce K. Medeiros, Esq. --
bmedeiros@dbm-law.net -- and Barry W. Davidson, Esq. --
bdavidson@dbm-law.net -- at DAVIDSON BACKMAN MEDEIROS PLLC, in
Spokane, Washington.

Wells Fargo is represented by Larry E. Prince, Esq. --
lprince@hollandhart.com -- and Kirk S. Cheney, Esq. --
kscheney@hollandhart.com -- at HOLLAND & HART LLP, in Boise,
Idaho.

                 About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The Debtor estimated assets and liabilities ranging from $50
million to $100 million.  The petition was signed by Roland N.
(Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.


WALKER LAND: Files Amended List of 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Walker Land & Cattle, LLC submitted to the Bankruptcy Court an
amended list of the Debtor's 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim   Claim Amount
   ------                       ---------------   ------------
AGRI-Stor Company                 Trade Debt       $301,436
P.O. Box 537
Blackfoot, ID 83221

American Pump, Co.              Trade Debt          58,550
P.O. Box 267
Ucon, ID 83454

Bonneville County               Trade Debt          59,320
Implement
2105 East Industrial Blvd.
Idaho Falls, ID 83401

A full text copy is available free at:

                     http://is.gd/U1unug

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The Debtor estimated assets and liabilities ranging from $50
million to $100 million.  The petition was signed by Roland N.
(Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.


WALKER LAND: Files Schedules of Assets and Liabilities
------------------------------------------------------
Walker Land & Cattle, LLC filed with the Bankruptcy Court for the
District of Idaho its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $38,006,055
  B. Personal Property           $34,682,342
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $38,476,344
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $245,392
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $7,624,639
                                 -----------      -----------
        TOTAL                    $72,688,397      $46,346,375

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.


WOOTEN GROUP: Has 2-Year Ban From Re-Filing for Bankruptcy
----------------------------------------------------------
The Bankruptcy Court for the Central District of California
approved a stipulated order modifying the order dismissing the
Chapter 11 case of Wooton Group, LLC.

On Jan. 10, 2014, the Court entered an order dismissing the
Debtor's case with one-year bar against re-filing.

The stipulated order provides that:

   1. the case is dismissed for cause pursuant to Section
      1112(b)(1) of the U.S. Bankruptcy Code, effective
      immediately; and

   2. the Debtor and its affiliate Breakfront LLC are barred
      from filing a voluntary petition under any chapter of
      the Code prior to the two-year anniversary of entry of
      the modified order.  Any such case that may be filed will
      be subject to summary dismissal and any insider of the
      Debtor or Breakfront LLC having actual notice of the
      order and that causes the filings of any case will be
      in contempt of court.

The Court said lender Investors Warranty of America, Inc. will
be entitled to relief from any bankruptcy stay with respect to the
properties commonly known as 3001 Navone Road, Stockton,
California, and 2945 South Angus Avenue, Fresno, California if (1)
the properties or any interest in either or both of them become
property of any bankruptcy estate in any case that is commenced
prior to the two-year anniversary of entry of the modified order
or if (2) the properties or any interest in either or both of them
becomes property of any bankruptcy estate prior to the repayment
in full of lender's loans to the Debtor and Breakfront LLC.

Citizens Business Bank will be entitled to the same relief from
stay as lender with respect to the Stockton Property.

Wooton Group, LLC, Breakfront LLC, The Slotkin's Family Children's
Trust, Mark Slotkin and Investors Warranty of America, Inc.,
entered into a non-binding letter-of-intent with respect to the
terms of a mediated settlement.

Citizens has consented to the entry of the stipulated order on an
ex parte unopposed basis.

Investors Warranty of America, Inc., has responded to order to
show cause why case should not be dismissed, stating that it
supported dismissal of the case.

                      About Wooton Group, LLC

Beverly Hills, Calif.-based Wooton Group, LLC, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323)
in Los Angeles on June 19, 2012.  Judge Thomas B. Donovan oversees
the case.  M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and
Roksana D. Moradi, Esq., at Simon Resnik Hayes LLP, in Sherman
Oaks, Calif., represent the Debtor as counsel.  The petition was
signed by Mark Slotkin, managing member.  In its schedules, the
Debtor disclosed assets of $10,500,961 and debts of $7,227,376 as
of the petition date.


WORLDWIDE MIXED MARTIAL: To Have Chapter 11 Trustee
---------------------------------------------------
The Bankruptcy Court District of New Jersey, in an order dated
April 4, 2014:

   i) directed the U.S. Trustee to appoint a Chapter 11 trustee
      in the case of Worldwide Mixed Martial Arts Sports, Inc.;

  ii) continued until May 21, 2014, at 2:00 p.m., the hearing
      to consider the petitioning creditors' motion to dismiss
      the involuntary petition against the Debtor, and Novuss
      Media Inc.'s opposition to the motion; and

iii) denied as moot Novus Media's motion to appoint an
      independent trustee.

On March 31, Mario Alby Bocanegra filed a letter as motion to
dismiss, and invoice for majority of work that Bill McFarlane is
claiming to have done during the time as a president of WMMA for
an event in El Paso.  Mr. Bocanegra said that he felt the need to
be paid, with interest.

Richard A. Barkasy, Esq., at Schnader Harrison Segal & Lewis LLP,
on behalf of Novuss, objected to the dismissal of the involuntary
petition and cross-motion to appoint an independent trustee,
stating that the petitioners failed to lodge with the Court a
schedule identifying the true creditors, although they are well
known to the petitioners and are carried on the Debtor's books and
records as creditors.

          About Worldwide Mixed Martial Arts Sports, Inc.

Lawrence C. May, Edward M. Daspin, and Luigi Agostini filed an
involuntary Chapter 11 case against Boonton, New Jersey-based
Worldwide Mixed Martial Arts Sports, Inc., aka Worldwide Mixed
Martial Arts Sports, Inc. and its subsidiary Worldwide MMA, USA,
Inc. and its parent WMMA Holdings, Inc. (Bankr. D. N.J. Case No.
13-35006) on Nov. 14, 2013.  The Hon. Rosemary Gambardella
presides over the case.


YARWAY CORPORATION: Has Until Aug. 16 to Remove Civil Actions
-------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon has given Yarway Corp. until
Aug. 16 to file notices of removal of civil actions involving the
company.

Yarway is a defendant in over 5,000 lawsuits filed prior to its
bankruptcy by plaintiffs seeking damages for personal injuries
caused by their exposure to asbestos-containing products allegedly
manufactured or sold by the company.  Most of the lawsuits are
pending in state courts and are in various stages of the
litigation process.
                      About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.


* Allen Matkins Elects Four Attorneys to Partnership
----------------------------------------------------
Allen Matkins , a California-based full service real estate and
business law firm, on April 22 disclosed that attorneys
Josh A. del Castillo, Marissa M. Dennis, Crystal Lofing and
Erin L. Murphy have been elected to the firm partnership.  The
election is effective as of July 1, 2014.

"Josh, Marissa, Crystal and Erin are excellent lawyers with strong
client relationships, and we are thrilled to add their talent,
energy, enthusiasm and perspectives to our terrific partnership,"
says David Osias, managing partner of Allen Matkins.  "They each
exemplify -- both personally and professionally -- our focus on
client service and community involvement.  This new class of
partners will carry on the Allen Matkins legacy.  I congratulate
them on their deserving election."

Joshua del Castillo

Based in Allen Matkins' Los Angeles office, Josh is a litigation,
creditors' rights, and regulatory compliance attorney practicing
in the firm's Receiverships, Lenders & Special Creditor Remedies;
Restructuring, Insolvency & Bankruptcy; and Corporate Finance
Practice Groups.  He has significant experience in representing
institutional lenders and creditors, including in connection with
emerging securities-based challenges to creditors rights, and
regularly represents receivers appointed at the request of the
Securities and Exchange Commission, Federal Trade Commission, and
other federal agencies in connection with a myriad of enforcement
actions.  He has successfully represented clients before the
California Court of Appeal, the Bankruptcy Appellate Panel of the
Ninth Circuit, and the Court of Appeals for the Ninth Circuit.

Josh is frequently published in a variety industry publications,
including Scotsman Guide, CMBA Legal News, Receivership News and
the Los Angeles Daily Journal.  He is also the author of many
widely-read articles and legal alerts focusing on timely
California Court of Appeals and Ninth Circuit decisions impacting
institutional lenders, developers, receivers, monitors, secured
and unsecured creditors, and other business enterprises. Josh has
been a member of the Financial Lawyers Conference, the National
Association of Federal Equity Receivers, the California Receivers
Forum, and the Hispanic National Bar Association.

Josh received his B.A. in economics, cum laude, from the
University of Southern California and his M.A. in anthropology,
with a subspecialty in economic anthropology and development, from
the University of Michigan, advancing to Ph.D. candidacy
thereafter.  He received his J.D. from University of Southern
California Gould School of Law. He has been named a Super Lawyers
Rising Star the past two years.

Marissa Dennis

Marissa is a litigation attorney based in Allen Matkins' Los
Angeles office.  She is a member of the firm's Business & Real
Estate Disputes, Construction, Jury Trials, and Landlord Disputes
Practice Groups, and its Financial Services Industry Group.  Her
practice focuses on litigation involving business and commercial
real estate matters, including contract and commercial lease
disputes, financial services and consumer lending, construction,
and Proposition 65 matters.  Marissa has substantial trial
experience, and has chaired three jury and bench trials, as well
as a four-week arbitration.  Notably, in a construction defect
case, she assisted a property owner in obtaining a $2+ million
judgment against his unlicensed contractor.  She has also
represented institutional lenders and servicers in hundreds of
consumer lending actions, obtaining early dismissals and judgments
in favor of her clients.

Marissa received her B.A. with a major in political science and a
minor in public policy from the University of California, Los
Angeles, where she went on to earn her Master of Social Welfare
degree. She received her J.D. from Loyola Law School Los Angeles
where she was on the Dean's Honors List.  Marissa previously
served as a judicial extern for the Hon. A. Howard Matz (Ret.) of
the United States District Court, Central District of California,
and as an intern at the White House.  Prior to becoming an
attorney, Marissa was a social worker working with abused and
neglected children and the homeless population in South Los
Angeles.

Crystal Lofing

Based in the firm's Century City office, Crystal is a member of
Allen Matkins' renowned Real Estate Department in which she is a
part of the Commercial Practice Group and Office Industry Group.
Crystal is frequently involved in some of the West Coast's most
high-profile real estate matters, including closing over $4
billion in commercial acquisitions and dispositions from Seattle
to Los Angeles since 2010.  One of her more notable matters was
preparation of a new set of recorded covenants governing the
cooperative use of the Los Angeles Dodgers' stadium and
surrounding parking lots while representing Frank McCourt on the
real estate-side of his $2.15 billion sale of the Los Angeles
Dodgers.

Crystal has been recognized by numerous industry publications and
groups for her outstanding accomplishments, including Real Estate
Forum's 2012 40 Under 40 and 2013 Tomorrow's Leaders in Southern
California; the Los Angeles Daily Journal's 2013 Top Five
Associates to Watch in California; and as the Los Angeles County
Bar Association's Outstanding Young Lawyer.  Crystal received her
J.D. from Harvard Law School.  Prior to law school, she received
her M.M. in piano performance from the Manhattan School of Music
and her B.M. in piano performance and music management, summa cum
laude, from the University of Pacific.

Erin Murphy

Erin is based in Allen Matkins' Los Angeles office, and like
Crystal, is a member of firm's Real Estate Department, as well as
the Commercial Practice Group and Office Industry Group.  In
addition to commercial lease transactions, Erin has extensive
experience in the acquisition and disposition of individual
properties and portfolios in connection with commercial,
industrial, retail and mixed-use projects.  Erin recently
represented a buyer in the acquisition of a 17-asset office and
industrial portfolio with properties located in California and
Arizona, and subsequently represented such client in the
disposition of 12 of those 17 assets; the sale of some properties
required amending CC&Rs and drafting reciprocal easement
agreements.  Erin also represented an institutional landlord in
negotiating a full building office lease -- approximately 178,000
rentable square feet -- with Safelite Auto Glass for Safelite's
corporate headquarters.

Erin received her B.A., cum laude, from the University of
California, Los Angeles, and her J.D. from Loyola Law School Los
Angeles where she received a Faculty Academic Honors Scholarship.
Erin is a member of CREW-LA.

                       About Allen Matkins

Founded in 1977, Allen Matkins -- http://www.allenmatkins.com--
is a California-based law firm with more than 200 attorneys in
four major metropolitan areas of California: Los Angeles, Orange
County, San Francisco and San Diego.  The firm's core specialties
include real estate, real estate and commercial finance,
bankruptcy and creditors' rights, construction, land use, natural
resources, environmental, corporate and securities, intellectual
property, joint ventures, taxation, employment and labor law,
dispute resolution and litigation in all these matters.


* Eric Schachter to Join Rust Omni as Equity Services Leader
------------------------------------------------------------
Rust Omni, the bankruptcy administrative services division of Rust
Consulting, Inc., a SourceHOV company, on April 23 disclosed that
Eric Schachter, in addition to his current role as director of
business development at Rust, will join forces with Rust Omni as
the leader of their Equity Services practice.

"I am very excited that Eric is joining our team," Brian Osborne,
president of Rust Omni, said.  "Adding Eric to head up our Equity
Services practice provides a distinctive depth of expertise and
leadership to enhance, manage, and administer all of our equity
services offerings."

Mr. Schachter has nearly 14 years of experience in the legal
administration services industry, with a specialty in public
securities services.  He will lead the equity services team to
deliver domestic and international notice dissemination programs,
complex claims processing and allocation methodologies,
solicitations, treatment elections, distribution plans, and rights
offerings.  He has administered over 75 settlements.

"I am thrilled to be part of the Rust Omni team," Mr. Schachter
said. "Combining our expertise and resources means our clients can
count on us for high-value administrative and equity services."

                         About Rust Omni

Rust Omni -- http://www.omnimgt.com-- is the industry-leading
claims and noticing agent.  Its expertise, proactive approach,
extensive resources, and client-friendly pricing model lead to
exceptional personal service.  With an ongoing commitment to
powerful, intuitive technology solutions -- virtual data rooms,
online claim reconciliation, bulk email noticing, and preference
software solutions -- Rust Omni achieves extraordinary cost-
effective results for our clients.  Its services include pre-
petition preparations, noticing, claims management, balloting,
call centers, disbursements, U.S. Trustee compliance, public
securities and equity identification services, and post-
confirmation trustee services.


* Isaac Pachulski Joins Pachulski Stang Ziehl & Jones
-----------------------------------------------------
Three prominent bankruptcy and restructuring attorneys, nationally
known for their work advising bondholders and distressed debt
purchasers and for restructuring billions of dollars of debt, are
joining Pachulski Stang Ziehl & Jones.

Isaac Pachulski, one of the nation's leading bankruptcy attorneys
and a member of the National Bankruptcy Conference, will join the
firm together with fellow American College of Bankruptcy member
and Regent, Jeffrey Davidson.  They each have decades of
experience advising hedge funds and other bondholders on
distressed investment strategies and related legal issues, and are
well known as advisors to debtholders in some of the largest and
most complex bankruptcy cases in the country, including Lehman
Brothers, Enron, CIT Group, Delphi, Owens Corning, Calpine,
Residential Capital and Tribune Corp., among other notable
engagements.  "Isaac and Jeff have been extraordinary thought
partners to us on some of our most complex investments," said Mike
DeMichele (Partner, The Baupost Group).

Also joining the firm is Gabriel Glazer who, in addition to his
debtholder work with Pachulski and Davidson, served as counsel to
Rising Sun Enterprises and the creditors' committee for Ownit
Mortgage Solutions.  He also serves as Chair of the State Bar of
California's Commercial Transactions Committee (formerly the
Uniform Commercial Code Committee).  All three will join PSZJ as
partners on May 1, 2014 and will conduct their national practice
from the firm's Los Angeles office.

PSZJ's debtholder and ad hoc bondholder committee practice
includes its current representation of a debtholder in Boston
Generating, and recently concluded representation of the ad hoc
bondholder committees in the Washington Mutual and Adelphia
Communications cases.

"Our practices are complementary, and the firm and its clients
will benefit tremendously," said Richard Pachulski.  "It's rare
that a law firm has an opportunity to add such high caliber
lawyers, who bring such depth of experience to an important part
of our practice.  We are gratified and delighted that Isaac, Jeff
and Gabe chose to move their practices to our firm."  "From a
personal perspective, I am also excited by the opportunity to
practice with my brother," he added.

"We are pleased and excited to be joining PSZJ," says Davidson.
"The lawyers are top-notch and the firm's reputation in the
bankruptcy and restructuring community is second to none.  Also,
the firm's national presence and well-respected litigation
capabilities and depth will be a tremendous asset to our clients."

Pachulski Stang Ziehl & Jones, a corporate restructuring boutique,
recently served as debtor's counsel to American Suzuki Motor
Corporation and Solyndra in their chapter 11 cases and is
currently engaged in the bankruptcies of Circuit City and Fisker
Automotive.


* Top LA Bankruptcy Law Firm Stutman Treister to Close Doors
------------------------------------------------------------
Casey Sullivan, writing for Reuters, reported that the well-known
Los Angeles-based bankruptcy law firm Stutman Treister & Glatt,
which once advised on the Chapter 11 proceedings of companies
including Lehman Brothers and Enron Corp, has announced it is
closing.

"We're in an economy that has had a significant dropoff in Chapter
11 activity," Stutman shareholder Jeffrey Davidson said in an
interview, Reuters said.

According to the report, Stutman, founded in 1948, staffs 25
lawyers in Los Angeles and New York and has represented hedge
funds and other bondholders in bankruptcies including Lehman
Brothers, Delphi Automotive Plc, and Residential Capital,
according to firm representatives.

Bankruptcy lawyers say the shuttering of Stutman, scheduled to
take effect on May 1, marks the latest sign that a downturn in
Chapter 11 proceedings has hit the top U.S. bankruptcy law firms,
Reuters related.

Chapter 11 filings fell by 36 percent between 2010 and 2013, from
15,251 filings to 9,811, according to data on the United States
Courts website, Reuters further related.  Sara Randazzo, writing
for The Wall Street Journal, reported that the 44,012 Chapter 11
cases filed in 2013 are less than half the number seen in 2009,
when 96,449 companies filed, according to data compiled by Epiq
Systems.  The first few months of 2014 are on track to further
that downward trend.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Margaret Tilghman
   Bankr. S.D. Fla. Case No. 14-18588
      Chapter 11 Petition filed April 15, 2014

In re Kirby Bonvillain
   Bankr. E.D. La. Case No. 14-10891
      Chapter 11 Petition filed April 15, 2014

In re Tanga Bonvillain
   Bankr. E.D. La. Case No. 14-10891
      Chapter 11 Petition filed April 15, 2014

In re David Cattar
   Bankr. W.D. La. Case No. 14-30667
      Chapter 11 Petition filed April 15, 2014

In re J F R, Inc.
   Bankr. D. Mass. Case No. 14-11692
     Chapter 11 Petition filed April 15, 2014
         See http://bankrupt.com/misc/mab14-11692.pdf
         represented by: Roger Stanford, Esq.
                         STANFORD & SCHALL
                         E-mail: rogerstanf@aol.com

In re American Movers of Oklahoma, Inc.
   Bankr. W.D. Okla. Case No. 14-11562
     Chapter 11 Petition filed April 15, 2014
         See http://bankrupt.com/misc/okwb14-11562.pdf
         represented by: O. Clifton Gooding, Esq.
                         THE GOODING LAW FIRM
                         E-mail: cgooding@goodingfirm.com

In re Steppingstone Inc.
   Bankr. M.D. Pa. Case No. 14-01761
     Chapter 11 Petition filed April 15, 2014
         See http://bankrupt.com/misc/pamb14-01761.pdf
         represented by: Lawrence G. Frank
                         LAW OFFICE OF LAWRENCE G. FRANK
                         E-mail: lawrencegfrank@gmail.com
In re Stephanie Bunt
   Bankr. C.D. Cal. Case No. 14-17273
      Chapter 11 Petition filed April 16, 2014

In re Carlos Guevara
   Bankr. N.D. Cal. Case No. 14-10562
      Chapter 11 Petition filed April 16, 2014

In re Danesh Fakhrabadi
   Bankr. S.D. Cal. Case No. 14-02946
      Chapter 11 Petition filed April 16, 2014

In re Brian Dunn
   Bankr. S.D. Cal. Case No. 14-02949
      Chapter 11 Petition filed April 16, 2014

In re Guido DiMitri
   Bankr. S.D. Cal. Case No. 14-02953
      Chapter 11 Petition filed April 16, 2014

In re James Morris
   Bankr. S.D. Cal. Case No. 14-02962
      Chapter 11 Petition filed April 16, 2014

In re Thomas DiMercurio
   Bankr. D. Colo. Case No. 14-15005
      Chapter 11 Petition filed April 16, 2014

In re Master Tool & Machine, Inc. a corporation
   Bankr. D. Conn. Case No. 14-20724
     Chapter 11 Petition filed April 16, 2014
         See http://bankrupt.com/misc/ctb14-20724.pdf
         represented by: Stephen P. Sztaba, Esq.
                         E-mail: sps.attysztaba@sbcglobal.net

In re Patricia Alvarez
   Bankr. M.D. Fla. Case No. 14-04184
      Chapter 11 Petition filed April 16, 2014

In re Keith Smith
   Bankr. M.D. Fla. Case No. 14-04202
      Chapter 11 Petition filed April 16, 2014

In re Timothy Craig
   Bankr. E.D.N.C. Case No. 14-02197
      Chapter 11 Petition filed April 16, 2014

In re Robin Roberts
   Bankr. E.D.N.C. Case No. 14-02208
      Chapter 11 Petition filed April 16, 2014

In re John David Ariel
   Bankr. M.D. Pa. Case No. 14-01786
      Chapter 11 Petition filed April 16, 2014

In re Martin Davis
   Bankr. M.D. Pa. Case No. 14-01786
      Chapter 11 Petition filed April 16, 2014

In re Todd's by the Bridge, Inc.
        dba The Bridge Taphouse & Grille
   Bankr. W.D. Pa. Case No. 14-21530
     Chapter 11 Petition filed April 16, 2014
         See http://bankrupt.com/misc/pawb14-21530.pdf
         represented by: Steven T. Shreve, Esq.
                         E-mail: steveshreve@comcast.net

In re Amerivap Systems, Inc.
        aka Amado Cordero Hernandez
   Bankr. D.P.R. Case No. 14-03075
     Chapter 11 Petition filed April 16, 2014
         See http://bankrupt.com/misc/prb14-03075.pdf
         represented by: Jesus Enrique Batista Sanchez, Esq.
                         THE BATISTA LAW GROUP, P.S.C.
                         E-mail: rosafblg@gmail.com

In re Michael Ridings
   Bankr. M.D. Tenn. Case No. 14-03081
      Chapter 11 Petition filed April 16, 2014

In re Christopher Stovall
   Bankr. D. Ariz. Case No. 14-05595
      Chapter 11 Petition filed April 17, 2014

In re Richard Barrett
   Bankr. C.D. Cal. Case No. 14-12021
      Chapter 11 Petition filed April 17, 2014

In re William C. Meredith Company, Inc.
   Bankr. N.D. Ga. Case No. 14-57671
     Chapter 11 Petition filed April 17, 2014
         See http://bankrupt.com/misc/ganb14-57671.pdf
         represented by: Philip L. Pleska, Esq.
                         E-mail: phil@pleska.com

In re TGV, LLC
   Bankr. D. Mass. Case No. 14-11719
     Chapter 11 Petition filed April 17, 2014
         See http://bankrupt.com/misc/mab14-11719.pdf
         represented by: James P. Ehrhard, Esq.
                         EHRHARD & ASSOCIATES, P.C.
                         E-mail: ehrhard@ehrhardlaw.com

In re Royal Auto Protection, LLC
   Bankr. E.D. Mo. Case No. 14-43063
     Chapter 11 Petition filed April 17, 2014
         See http://bankrupt.com/misc/moeb14-43063.pdf
         represented by: David M. Dare, Esq.
                         HERREN, DARE & STREETT
                         E-mail: ddare@hdsstl.com

In re Paul Aquino
   Bankr. D. Nev. Case No. 14-12705
      Chapter 11 Petition filed April 17, 2014

In re Made Properties, LLC
   Bankr. D. Nev. Case No. 14-12708
     Chapter 11 Petition filed April 17, 2014
         See http://bankrupt.com/misc/nvb14-12708.pdf
         represented by: Matthew L. Johnson, Esq.
                         MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                         E-mail: annabelle@mjohnsonlaw.com

In re Fine Floral NYC, Inc.
   Bankr. S.D.N.Y. Case No. 14-11074
     Chapter 11 Petition filed April 17, 2014
         See http://bankrupt.com/misc/nysb14-11074.pdf
         represented by: Thomas W. Williams, Esq.
                         E-mail: krecio68@gmail.com

In re Salvatierra, Inc.
        dba Cozumel Mexican Restaurant
   Bankr. W.D. Pa. Case No. 14-70259
     Chapter 11 Petition filed April 17, 2014
         See http://bankrupt.com/misc/pawb14-70259.pdf
         represented by: James R. Walsh, Esq.
                         SPENCE CUSTER SAYLOR WOLFE & ROSE
                         E-mail: jwalsh@spencecuster.com

In re Sean Corbitt
   Bankr. M.D. Tenn. Case No. 14-03130
      Chapter 11 Petition filed April 17, 2014

In re Mohammed Harun
   Bankr. N.D. Tex. Case No. 14-31846
      Chapter 11 Petition filed April 17, 2014

In re Vance Estes
   Bankr. N.D. Ala. Case No. 14-01542
      Chapter 11 Petition filed April 18, 2014

In re Eddie's House, LLC
   Bankr. D. Ariz. Case No. 14-05693
     Chapter 11 Petition filed April 18, 2014
         See http://bankrupt.com/misc/azb14-bk-05693.pdf
         represented by: Thomas H. Allen, Esq.
                         ALLEN, SALA & BAYNE, P.L.C.
                         E-mail: tallen@asbazlaw.com

In re 4405 Speedway, LLC
   Bankr. D. Ariz. Case No. 14-05700
     Chapter 11 Petition filed April 18, 2014
         See http://bankrupt.com/misc/azb14-05700.pdf
         represented by: Jonathan M. Saffer, Esq.
                         SNELL & WILMER, LLP
                         E-mail: jmsaffer@swlaw.com

In re James Dutka
   Bankr. C.D. Cal. Case No. 14-12045
      Chapter 11 Petition filed April 18, 2014

In re Juliet Daniels
   Bankr. C.D. Cal. Case No. 14-12047
      Chapter 11 Petition filed April 18, 2014

In re Jintana Shaw
   Bankr. E.D. Cal. Case No. 14-23995
      Chapter 11 Petition filed April 18, 2014

In re Bella Propiedad LLC
   Bankr. E.D. Cal. Case No. 14-24002
     Chapter 11 Petition filed April 18, 2014
         See http://bankrupt.com/misc/caeb14-24002.pdf
         Filed as Pro Se

In re Margaret Massie
   Bankr. D. Conn. Case No. 14-50579
      Chapter 11 Petition filed April 18, 2014

In re Ronald Massie
   Bankr. D. Conn. Case No. 14-50579
      Chapter 11 Petition filed April 18, 2014

In re Aero Maintenance Company
   Bankr. N.D. Fla. Case No. 14-40222
     Chapter 11 Petition filed April 18, 2014
         See http://bankrupt.com/misc/flnb14-40222.pdf
         represented by: Thomas B. Woodward, Esq.
                         E-mail: woodylaw@embarqmail.com

In re Ronald Charles
   Bankr. S.D. Ill. Case No. 14-40421
      Chapter 11 Petition filed April 18, 2014

In re DCS Staffing & Cleaning Professionals, LLC
   Bankr. D. Md. Case No. 14-16207
     Chapter 11 Petition filed April 18, 2014
         See http://bankrupt.com/misc/mdb14-16207.pdf
         represented by: Aryeh E. Stein, Esq.
                         MERIDIAN LAW, LLC
                         E-mail: astein@meridianlawfirm.com

In re David Lerner
   Bankr. D.N.J. Case No. 14-17661
      Chapter 11 Petition filed April 18, 2014

In re Zafiro Parking, Inc.
        dba My New Parking
   Bankr. S.D.N.Y. Case No. 14-11084
     Chapter 11 Petition filed April 18, 2014
         See http://bankrupt.com/misc/nysb14-11084.pdf
         represented by: Nestor Rosado, Esq.
                         E-mail: neslaw2@msn.com

In re John Kessler
   Bankr. S.D.N.Y. Case No. 14-22536
      Chapter 11 Petition filed April 18, 2014

In re Tony Tosh
   Bankr. M.D.N.C. Case No. 14-80421
      Chapter 11 Petition filed April 18, 2014

In re Ennis Mcguffie
   Bankr. M.D. Tenn. Case No. 14-03145
      Chapter 11 Petition filed April 18, 2014

In re Global Food Garden, LLC
   Bankr. W.D. Wash. Case No. 14-12987
     Chapter 11 Petition filed April 18, 2014
         See http://bankrupt.com/misc/wawb14-12987.pdf
         represented by: Justin I. Mishkin, Esq.
                         INTEGRITY LAW GROUP, PLLC
                         E-mail: jmishkin@integritylawgroup.net

In re Ask Mir Management, LLC
   Bankr. C.D. Cal. Case No. 14-12065
     Chapter 11 Petition filed April 19, 2014
         See http://bankrupt.com/misc/cacb14-12065.pdf
         represented by: Dennis E. McGoldrick, Esq.
                         E-mail: dmcgoldricklaw@yahoo.com

In re Sea Shore Donuts, Inc.
        aka Dunkin Donuts
   Bankr. D.N.J. Case No. 14-17727
     Chapter 11 Petition filed April 20, 2014
         See http://bankrupt.com/misc/njb14-17727.pdf
         represented by: Timothy P. Neumann, Esq.
                         BROEGE, NEUMANN, FISCHER & SHAVER
                         E-mail: timothy.neumann25@gmail.com

In re Maria Pedro
   Bankr. C.D. Cal. Case No. 14-10797
      Chapter 11 Petition filed April 21, 2014

In re Liles Oil Company
   Bankr. M.D. Fla. Case No. 14-04505
     Chapter 11 Petition filed April 21, 2014
         See http://bankrupt.com/misc/flmb14-04505.pdf
         represented by: David E. Borack, Esq.
                         BORACK LAW GROUP
                         E-mail: dborack@boracklawgroup.com

In re Carl Goldberg
   Bankr. S.D. Fla. Case No. 14-19041
      Chapter 11 Petition filed April 21, 2014

In re Simcol Resturant Concepts, LLC
   Bankr. N.D. Ga. Case No. 14-57898
     Chapter 11 Petition filed April 21, 2014
         See http://bankrupt.com/misc/ganb14-57898.pdf
         represented by: Leonard R. Medley, III, Esq.
                         MEDLEY & ASSOCIATES, LLC
                         E-mail: leonard@mkalaw.com

In re JRM Enterprises of Churubusco, Inc.
   Bankr. N.D. Ind. Case No. 14-10915
     Chapter 11 Petition filed April 21, 2014
         See http://bankrupt.com/misc/innb14-10915.pdf
         represented by: Adam L. Hand, Esq.
                         BECKMAN LAWSON, LLP
                         E-mail: alh@beckmanlawson.com

In re A D S & Associates, Inc.
        dba CDS Construction
   Bankr. W.D. Ky. Case No. 14-31560
     Chapter 11 Petition filed April 21, 2014
         See http://bankrupt.com/misc/kywb14-31560.pdf
         represented by: William J. Clarke, Esq.
                         E-mail: wjclarke@bellsouth.net

In re Thomas Windham
   Bankr. N.D. Miss. Case No. 14-11544
      Chapter 11 Petition filed April 21, 2014

In re Robert Arnold
   Bankr. W.D. Pa. Case No. 14-21604
      Chapter 11 Petition filed April 21, 2014

In re Paul Cox
   Bankr. E.D. Tenn. Case No. 14-50676
      Chapter 11 Petition filed April 21, 2014

In re East Carolina Restoration, Inc.
   Bankr. W.D. Tex. Case No. 14-10605
     Chapter 11 Petition filed April 21, 2014
         See http://bankrupt.com/misc/txwb14-10605.pdf
         represented by: John P. Henry, Esq.
                         THE LAW OFFICES OF JOHN P. HENRY, P.C.
                         E-mail: jhenry@jhenrylaw.com

In re Salisbury Hospitality Group, LLC
        dba The Loft on Salisbury
   Bankr. E.D. Va. Case No. 14-71463
     Chapter 11 Petition filed April 21, 2014
         See http://bankrupt.com/misc/vaeb14-71463.pdf
         represented by: Karen M. Crowley, Esq.
                         CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                         E-mail: kcrowley@clrbfirm.com

In re Kenneth Maas
   Bankr. W.D. Wis. Case No. 14-11740
      Chapter 11 Petition filed April 21, 2014

In re John Barnes
   Bankr. C.D. Cal. Case No. 14-12456
      Chapter 11 Petition filed April 22, 2014

In re Seth Price
   Bankr. D. D.C. Case No. 14-00239
      Chapter 11 Petition filed April 22, 2014

In re Napoleon Thomas
   Bankr. M.D. Fla. Case No. 14-01908
      Chapter 11 Petition filed April 22, 2014

In re Lataben Patel
   Bankr. S.D. Fla. Case No. 14-19138
      Chapter 11 Petition filed April 22, 2014

In re Louis Weltman
   Bankr. S.D. Fla. Case No. 14-19155
      Chapter 11 Petition filed April 22, 2014

In re 841 Joint Venture, LLC
   Bankr. N.D. Ill. Case No. 14-14957
     Chapter 11 Petition filed April 22, 2014
         See http://bankrupt.com/misc/ilnb14-14957.pdf
         represented by: J. Kevin Benjamin, Esq.
                         BENJAMIN BRAND, LLP
                         E-mail: courtnotices@blsllp.com

In re Tiger Axles, Inc.
   Bankr. W.D. La. Case No. 14-10896
     Chapter 11 Petition filed April 22, 2014
         See http://bankrupt.com/misc/lawb14-10896.pdf
         represented by: Robert W. Raley, Esq.
                         RALEY & ASSOCIATES
                         E-mail: rraley52@bellsouth.net

In re John Lomoriello
   Bankr. S.D.N.Y. Case No. 14-35812
      Chapter 11 Petition filed April 22, 2014

In re BSM Trucking, LLC
   Bankr. S.D.W.Va. Case No. 14-20198
     Chapter 11 Petition filed April 22, 2014
         See http://bankrupt.com/misc/wvsb2-14-20198.pdf
         represented by: Brian Richard Blickenstaff, Esq.
                         TURNER & JOHNS, PLLC
                         E-mail: bblickenstaff@turnerjohns.com



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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