TCR_Public/140428.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 28, 2014, Vol. 18, No. 116

                            Headlines

1717 MARKET PLACE: Receivers to Auction Off Assets on May 19
3501 13TH STREET: Columbia Heights Apartment Bldg for Sale May 8
ADEPT TECH: Wins Continued Access to PNC Bank's Cash Collateral
AFA INVESTMENT: Liquidation Plan Declared Effective April 16
AFFINITY GAMING: S&P Cuts CCR to B on Weak Operating Performance

ALLIED SYSTEMS: Court Moves CEO Claim Filing Deadline to May 30
AMERICAN AIRLINES: Records Net Profit of $480MM in 1st Qtr. 2014
AMERICAN AIRLINES: American Flight Attendants Submit Proposal
AMERICAN ROCK: Moody's Affirms B3 CFR & Rates $350MM Debt B3
AMT MACHINE: Case Summary & 20 Largest Unsecured Creditors

ARMSTRONG WORLD: S&P Raises CCR to 'BB'; Outlook Positive
ASTANA-FINANCE: Chapter 15 Case Summary
BAPTIST HOME: Case Summary & 20 Largest Unsecured Creditors
BIOMET INC: Moody's Places 'B2' CFR on Review for Upgrade
BODY CENTRAL: Taps Houlihan Lokey For Review

CAFUSA LLC: Case Summary & 2 Largest Unsecured Creditors
CALUMET PHOTOGRAPHIC: April 29 Hearing on $2.8MM Sale to Insiders
CAPELLA HEALTHCARE: Moody's Rates $425MM 1st Lien Term Debt 'B'
CAPELLA HEALTHCARE: S&P Assigns 'B' Rating to $425MM Loan
CARY DIAGNOSTICS: Case Summary & 14 Largest Unsecured Creditors

CASH STORE: To Delist Common Shares From Toronto Stock Exchange
CENTENE CORP: Moody's Rates $300MM Senior Unsecured Notes 'Ba2'
CENTENE CORP: S&P Assigns 'BB' Rating to $300MM Sr. Notes
CHINA NATURAL GAS: E&Y China Seeking Sale or Investment Offers
COBRA ELECTRONICS: Posts Q1 Loss; In Waiver Talks with Lenders

COLDWATER CREEK: Lowenstein Retained as Creditor Committee Counsel
COMMUNITY HOME: Ch. 11 Trustee Hires Smith & Co as Accountant
COMMUNITY HOME: Ch. 11 Trustee Taps Vantium Capital as Servicer
CONNOLLY CORP: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
CONNOLLY LLC: S&P Affirms 'B' CCR on iHealth Acquisition

CONSTRUCTION RESOURCES: La. Court Rules on Dispute Over Atty Fees
DETROIT, MI: GOP Speaker Accused of Union Busting
DETROIT PUBLIC: Moody's Lowers Issuer Rating to B3; Outlook Neg.
DEWEY & LEBOEUF: Notice Did Not Satisfy WARN Exceptions
DOLAN COMPANY: Wins Final Approval of Stock Trading Protocol

DOLAN COMPANY: Court Sets May 22 as Claims Bar Date
DOLAN CO: Appoints Five-Member Official Equity Committee
DOLAN CO: U.S. Trustee, Shareholders Object to Ch. 11 Plan
EARTHBOUND INTERACTIVE: Case Summary & 20 Top Unsecured Creditors
ECOTALITY INC: Has Until May 15 to File Chapter 11 Plan

EDISON MISSION: Joint Reorganization Plan Declared Effective
EDISON MISSION: May 15 Hearing on Retiree Benefits Termination
EDISON MISSION: To Receive Funds Under Wind Farm Project
ENERGY FUTURE: Board Meets to Consider Creditors' Proposals
EVENT RENTALS: Court Sets May 27 as Claims Bar Date

EXTENDED STAY: Lightstone Head Seeks To Revive Willkie Farr Suit
FLETCHER INT'L: NJ Judge Won't Hear Richcourt Suit v. Ex-Director
GARDA WORLD: Moody's Lowers CFR to B2 & Changes Outlook to Stable
GENCO SHIPPING: Proposes GCG as Claims and Noticing Agent
GENCO SHIPPING: Wants to Reject Lease for Former Int'l HQ

GENCO SHIPPING: Proposes to Use Cash Collateral
GENERAL MOTORS: UAW Veteran Nominated to Board
GENERAL MOTORS: Victim Compensation Expert's Findings in June
GOLDKING HOLDINGS: DIP Loan and Cash Use Extended Until May 30
GOLDKING HOLDINGS: Panel Won't Pursue Hiring of Brinkman Portillo

GOLDKING HOLDINGS: Settlement With DEI Oil & Gas Approved
GRANDE COMMUNICATIONS: Loan Upsizing No Impact on Moody's B2 CFR
GULF COLORADO: Trustee Has Distributed Sale Proceeds
GULF STATES LONG TERM: Frost & BSW Win Dismissal of Sodexo Suit
HILCORP ENERGY: Alaskan North Deal No Impact on Moody's Ba2 CFR

HOA RESTAURANT: Moody's Affirms 'Caa1' CFR; Outlook Positive
HOLYOKE GERIATRIC: Case Summary & 20 Top Unsecured Creditors
HOUSTON REGIONAL: Astros, Comcast Enter Mediation Over Ch. 11
HYPERDYNAMICS CORP: Gets NYSE Listing Non-Compliance Notice
IDAHO BANCORP: Files for Chapter 11 to Sell to Banner Corp

IDAHO BANCORP: Case Summary & 4 Largest Unsecured Creditors
IRISH BANK: Looks To Sink Developer's Suit Over Tampa Mall
J & N YU ASS: Case Summary & 20 Largest Unsecured Creditors
JANICE DICKINSON: Ex-Supermodel Lands Deal In Bankruptcy
JOE MICHAEL HYATT: Court Says Plan Classification Scheme "Proper"

JONAH ENERGY: Moody's Rates $400MM Debt B3 & Assigns B1 CFR
JONAH ENERGY: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
JUDSON COLLEGE: S&P Revises Outlook to Neg. & Affirms 'BB+' Rating
KLEENMAID GROUP: Ex-Directors To Face Trial Over $12M Fraud
KORLEY SEARS: Court Sets Half Day Trial in Sears Trust Action

LEARNING CARE: Moody's Assigns 'B3' Corporate Family Rating
LINEAGE LOGISTICS: S&P Affirms 'B' CCR; Outlook Stable
MARAUDER HOLDINGS: Involuntary Chapter 11 Case Summary
MAXUM ENTERPRISES: S&P Assigns 'B+' Corp. Credit Rating
MOBILICITY: TELUS to Acquire Business for C$350 Million

MOHEGAN TRIBAL: S&P Affirms 'B-' Issuer Credit Rating
MOMENTIVE PERFORMANCE: Wilmington Savings Fund Taps Pryor Cashman
MOMENTIVE PERFORMANCE: Schedules Filing Date Extended to June 12
MOMENTIVE PERFORMANCE: Can Hire Kurtzman as Claims Agent
MOSS FAMILY: Beachwalk Realty Okayed to Sell Lots in Phase 3B

MOSS FAMILY: Faegre Baker May Withdraw as Special Counsel
MOSS FAMILY: June 17 Hearing to Approve Amended Plan Outline
MOSS FAMILY: LaPorte Savings Bank Objects to Moon Valley Sale
MT. GOX: Bankruptcy Judge Orders CEO to US For Deposition
NAPAM INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors

NNN PARKWAY: Wants Baur Firm to Handle Adversary Case
NNN PARKWAY: Wants Weiland Golden to Handle Adversary Case
NORSE ENERGY: Mason Capital et al. to Buy Assets for $2.65MM
NORSE ENERGY: Seeks Jury Trial in Suit v. NYDEC, NYDOH & Cuomo
NORTHERN BERKSHIRE HEALTHCARE: To Sell Assets to BMC

OHI INTERMEDIATE: S&P Puts 'B+' CCR on CreditWatch Negative
PHILADELPHIA INQUIRER: Judge Orders Ownership Group to Dissolve
PLUMLINE INVESTING: Case Summary & 12 Largest Unsecured Creditors
PLUMLINE PROPERTIES: Case Summary & 10 Top Unsecured Creditors
PORTER HAYDEN: Asbestos Coverage Suit Kept Alive

PRIVATE ESCAPES: Voluntary Chapter 11 Case Summary
PUREFITNESS CARLSBAD: Case Summary & 20 Top Unsecured Creditors
QUEEN OF HEARTS: Case Summary & 20 Largest Unsecured Creditors
RADIO SYSTEMS: S&P Affirms 'B' CCR & Revises Outlook to Negative
REPUBLIC OF TEXAS: Settles Claims Against Empire Capital & Ex-CFO

RESIDENTIAL CAPITAL: Court Won't Revisit Ruling Against Lahrman
REVEL AC: Judge Wizmur Closes Chapter 11 Bankruptcy Case
REVSTONE INDUSTRIES: GM Says $95M PBGC Deal Ignores Its Claims
REVSTONE INDUSTRIES: Selling Canadian Unit for $14.1MM to Zynik
REVSTONE INDUSTRIES: Committee Seeks Ouster of PBGC as Member

STEPPING STONES: Voluntary Chapter 11 Case Summary
STEVE & BARRY'S: Court Won't Revive Paul Hastings Malpractice Suit
SUNTECH POWER: Ch. 15 Venue 'Engineered,' Solyndra Says
TERI POLO: 'Meet the Parents' Actress Files Ch. 11 Owing the IRS
TREND SOUND: Case Summary & 3 Largest Unsecured Creditors

TWEETER HOME: Order Revoking Securities Registration Now Final
UNIVAR INC: Moody's Lowers Corporate Family Rating to 'B3'
UTIX GROUP: Order Revoking Securities Registration Now Final
VELOCITY EXPRESS: Order Revoking SEC Registration Now Final
VELOCITY POOLING: Moody's Assigns 'B3' Corporate Family Rating

VELTI INC: Gets Court Approval to Expand Duties of BMC Group
VYTERIS INC: Order Revoking Securities Registration Now Final
WALKER LAND: US Trustee Names Breet Reynolds as New Panel Member
WALLACE TRANSPORTATION: Case Summary & 13 Top Unsecured Creditors
WEST HAVEN LUMBER: Auction & Sale Hearing Today

WESTERNBANK PR: AIG Must Defend $176M FDIC Suit, 1st Circ. Says
WOODSIDE HOMES: Moody's Hikes Sr. Unsecured Notes Rating to 'B3'
WOODSIDE HOMES: S&P Retains 'B' Rating on $220MM Sr. Notes

* 2nd Circ. Sends Bankruptcy Lease Question To NY High Court
* Bondholders Denied Cert. In Suit Against Wells Fargo
* Garb Oil Enters Into Asset Purchase Deal with Bankrupt Company

* Bankruptcy Law Center Records High Number of Bankruptcy Filings
* Legislator Proposes Bill to Help Steel, Mining Industries
* Bank of America Should Face SEC Mortgage Suit, Judge Says
* U.S. Overseers Said to Plan Easier Count of Bank Assets

* Investors Sue 12 Banks, Allege Conspiracy to Rig Forex Markets
* Gruber Hurst Attorneys Earn Spots in Best Lawyers in Dallas List
* Simon, Ray & Winikka Attorneys Among Best Lawyers in Dallas List
* Van Horn's Daniel Velasquez Joins Coral Springs Zoning Board

* BOND PRICING -- For Week From April 21 to 25, 2014


                             *********


1717 MARKET PLACE: Receivers to Auction Off Assets on May 19
------------------------------------------------------------
CBRE Inc. and Barry Worth, the court-appointed receivers for 1717
Market Place II LLC and 1717 Market Place LLC, will conduct a
public auction on May 19 at 1:00 p.m. C.D.T. of various real
estate and associated assets in a development known as 1717 Market
Place located on Rangeline Road in Joplin, Missouri, at the Jasper
County Courthouse, 601 South Pearl in Joplin.

The assets consist of:

     -- real property located at 1717 S. Rangeline Road with the
        majority being leased to Academy Ltd dba Academy Sports;

     -- real property at 1611 S. Rangeline Road being leased to
        Ozark Restaurant Group dba Back Yard Burgers;

     -- a lot located on 17th Street in Joplin adjacent to a
        Wal-Mart store;

     -- the revenue stream from Tax Increment Financing and a
        Transportation Development District with regard to the
        1717 Market Place development; and

     -- an L-Shaped Tract of land located adjacent to the
        Academy tract.

Anyone interested in bidding on some or all of the assets should
e-mail inquiries to info@1717marketplace.com or contact:

        CBRE Inc.
        Attn: Cathie Crowley
        Managing Director
        190 Carondelet Plaza, Suite 1400
        St. Louis, MO 63011

             - or -

        Legal counsel to CBRE Inc:

        THE ROSS LAW FIRM LLC
        Nathan Ross, Esq.
        16024 Manchester Road, Suite 200
        St. Louis, MO 63011

             - or -

        Barry Worth
        6 City Place Drive, Suite 900
        St. Louis, MO 63141

             - or -

        Legal counsel to Barry Worth:

        SUMMERS COMPTON WELLS LLC
        David Sosne, Esq.
        8909 Ladue Road
        St. Louis, MO 63124

Due diligence was due to be completed no later than 5:00 p.m. CDT
on April 25.  Qualified bids are due April 30.


3501 13TH STREET: Columbia Heights Apartment Bldg for Sale May 8
----------------------------------------------------------------
The Columbia Heights Apartment Building at Monroe Towers, 3501 St.
NW, in Washington D.C. will be auctioned off May 8.  Bids are due
May 6.

A&G Realty Partners will conduct the auction.

The property is a 5-story, 42-unit occupied apartment building and
has a gross rental income of $531,192.

A&G Realty may be reached at:

     Mike Matlat
     Tel: 631-465-9508
     E-mail: mike@agrealtypartners.com

          - and -

     Todd Eyler
     Tel: 631-465-9510
     E-mail: todd@agrealtypartners.com

3501 13th Street NW LLC, based in Laurel, Md., filed a Chapter 11
petition (Bankr. D. Md. Case No. 13-22333) on July 19, 2013.
Judge Paul Mannes presides over the case.  Richard H. Gins, Esq.,
and Steven H. Greenfeld, Esq., at The Law Office Of Richard H.
Gins, LLC, serves as counsel to the Debtor.  In its petition, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.  The petition was signed by Steven Madeoy, managing
member.


ADEPT TECH: Wins Continued Access to PNC Bank's Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
issued a ninth interim order that authorized Adept Technologies,
LLC's use of cash collateral, subject to a security interest in
favor of PNC Bank, National Association.

PNC asserted that the aggregate amount the Debtor owes the bank is
$6,402,852 as of the Petition Date.  In addition to the PNC Debt,
the Debtor is liable for all accrued but unpaid interest and costs
of collection incurred by PNC in connection with the PNC Debt,
including without limitation, reasonable attorneys' fees and
expenses.

The Debtor intended to use cash collateral in the ordinary course
of business for a period of 60 days from the Feb. 7 entry of the
order, unless or until a termination event, or the parties agree
to terminate the usage at an earlier date.  As adequate protection
from any diminution in value of the lender's collateral, the
Debtor will grant PNC a first priority replacement lien on and in
all assets of the Debtor that comprise the PNC collateral, and
subordinate only to the carve out on certain expenses.  The Debtor
also will deliver to PNC $77,000 monthly adequate protection
payments commencing on Feb. 15, 2014, and continuing on the 15th
of each month through the termination date.  PNC will apply the
adequate protection payments to the $1.2 million line of credit in
accordance with the loan documents evidencing the loan.

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.  Kevin D. Heard, Esq., at Heard Ary, LLC,
represents the Debtor as counsel.  The petition was signed by Brad
Fielder, managing member.

Creditor PNC Bank is represented by Kevin C. Gray, Esq., Matthew
W. Grill, Esq. and Christine K. Borton, Esq. of Maynard, Cooper &
Gale, P.C., in Birmingham, AL 35203-2618.


AFA INVESTMENT: Liquidation Plan Declared Effective April 16
------------------------------------------------------------
AFA Investment Inc. and its debtor-affiliates notified the U.S.
Bankruptcy Court for the District of Delaware that their First
Amended Joint Chapter 11 Plan of Liquidation dated Jan. 14, 2014,
became effective on April 16, 2014.

On March 7, 2014, the Court confirmed the Debtors' Amended
Liquidation plan after it approved the adequacy of the Debtors'
disclosure statement explaining their plan on the same date.
The Debtors' plan facilitates the continued liquidation and
distribution of their remaining assets and the wind down of their
estates, consistent with the global settlement previously approved
by the Court.  They believe the plan provides the best recoveries
possible for those holders of allowed claims anticipated to
receive distributions under the plan, according to the Debtors.

  Class of Claim          Estimated Recovery
  --------------          ------------------
  Administrative Claims   100%
  Priority Tax Claims     100%
  WARN Claims             80%-100%
  Class 1 - Non-Tax
   Priority Claims        100%
  Second Lien Lender
   Secured Claims         no claimant receiving full recovery
  Class 3 - Other
   Secured Claims         100%
  Class 4 - Twenty-Day
   Claims                 5%-58%
  Class 5 - General
   Unsecured Claims       0%
  Class 6 - Equity
   Interests              0%

A full-text copy of the disclosure statement is available for free
at http://is.gd/LNz41h

A full-text copy of the amended liquidation plan is available for
free at http://is.gd/ERmORG

                           About AFA Foods

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

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

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

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

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

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

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

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

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


AFFINITY GAMING: S&P Cuts CCR to B on Weak Operating Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based gaming operator Affinity Gaming
(Affinity) to 'B' from 'B+'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on Affinity's
$235 million senior secured credit facility (comprising a $200
million term loan and a $35 million revolving credit facility) due
2017 to 'BB-' from 'BB'.  The recovery rating on this debt remains
'1', indicating S&P's expectation for very high (90%-100%)
recovery in the event of a payment default.

In addition, S&P lowered its issue-level rating on the company's
$200 million 9% senior unsecured notes due 2018 to 'B-' from 'B'.
Our recovery rating on this debt remains '5' (10%-30% recovery
expectation).

The downgrade reflects S&P's expectation that the company's
performance will deteriorate further in 2014, resulting in credit
measures remaining weaker than previously expected and covenant
cushion becoming extremely thin.  Weakness from increased
competition, soft economies in its markets, and weather-related
disruptions in the Midwest and Colorado significantly impaired the
company's credit measures in 2013.  S&P anticipates similar
patterns to continue through the first half of 2014 with modest
stabilization in the second half.  However, S&P still anticipates
a weak fiscal 2014 causing lease-adjusted debt to EBITDA to spike
above 6x and remain around 5.5x through 2015.  Under S&P's
forecast for operating performance, we expect the company's
cushion with respect to its financial covenants to erode to less
than 5%.  S&P expects the company will utilize a portion of its
excess cash balances to pay down a sufficient amount of debt to
prevent a covenant breach and give the company some cushion in
covenants.

"Our assessment of Affinity's business risk profile as "weak"
reflects its challenged Nevada businesses, with limited
competitive advantage and minimal barriers to entry in the markets
in which they operate.  Affinity's Midwest casino business, which
had historically benefited from a more protected market position
and less volatility during the last downturn, has also been
exposed to continued softness in the local economies and weather-
related disruptions, causing the segment to underperform relative
to our expectations.  We expect the Colorado business to stabilize
after the weather-related issues in recent quarters and should be
a larger contributor to Affinity's operations.  However, the
company could face disruptions in late 2015 and beyond if voters
allow video lottery terminals (VLTs) at exclusive locations in
select Denver suburbs, which are key feeder markets to the Black
Hawk/Central City gaming market," S&P said.

"Our assessment of Affinity's financial risk profile as "highly
leveraged" reflects our anticipation that lease-adjusted leverage
will remain above 5x, even when incorporating a debt pay-down to
prevent a covenant violation, for at least the next two years.
The company will continue to have a good amount of cash on the
balance sheet after the debt repayments, but will have a reduced
liquidity position," S&P added.


ALLIED SYSTEMS: Court Moves CEO Claim Filing Deadline to May 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline for creditors of Allied Systems Holdings Inc. and its
debtor-affiliates to file proofs of claim until May 30, 2014, at
the behest of Mark J. Gendregske, President and Chief Executive
Officer of Allied Systems Holdings, Inc., and company director
Brian Cullen.

According to court documents, Mr. Gendregske continues to be a
defendant in an adversary proceeding initiated by the Official
Committee of Unsecured Creditors, in which the Committee, suing
derivatively on behalf of Debtors, asserted various claims against
Mr. Gendregske, including breach of fiduciary duty.   Mr. Cullen
is not currently a defendant, but has entered into a tolling
agreement with respect to those claims.

                About Allied Systems Holdings, Inc.

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at
Troutman Sanders, Gowling Lafleur Henderson.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMERICAN AIRLINES: Records Net Profit of $480MM in 1st Qtr. 2014
----------------------------------------------------------------
American Airlines Group Inc. on April 24 reported its first
quarter 2014 results.

For the first quarter 2014, American Airlines Group reported a
record GAAP net profit of $480 million.  This compares to a net
loss of $341 million in the first quarter 2013.  The company's
GAAP results for the first quarter 2013 reflect AMR Corporation
prior to the merger.

The company believes it is more meaningful to compare year-over-
year results for American Airlines and US Airways on a combined
basis, which is a non-GAAP formulation that combines the results
for AMR Corporation and US Airways Group.  Therefore, it includes
the results of US Airways Group for the full period.

First quarter 2014 net profit excluding net special credits was a
record $402 million.  This compares to a combined non-GAAP net
profit of $62 million excluding net special charges for the same
period in 2013.  Excluding net special credits, first quarter 2014
diluted earnings per share was $0.54.

"We are very pleased to report a record profit in our first full
quarter as a merged company," said Doug Parker, CEO of American
Airlines Group.  "Our team of dedicated professionals did an
excellent job of taking care of our customers despite particularly
difficult weather conditions throughout the quarter.  We are
excited for the future and expect our synergies to build as we
continue to integrate our operations."

                        Merger Integration

Since closing the merger on Dec. 9, 2013, the company has made
significant progress in integrating American Airlines and US
Airways.  Key accomplishments:

Launched the world's largest codeshare, offering customers
improved access to the company's global network by allowing them
to book flights on both airlines' networks

Provided reciprocal benefits for airport lounge and frequent flyer
elite members, including priority check-in, waiving fees for
checked bags, complimentary access to preferred seats, priority
security lines, early boarding and priority baggage delivery

Enabled AAdvantage(R) and Dividend Miles(R) members to earn and
redeem miles when traveling across either airline's network

Joined operations at 58 airports, including Phoenix and Miami hubs

Moved US Airways into the one world alliance on March 31 and to
the trans-Atlantic joint venture with American, British Airways,
Iberia and Finnair on April 3

Aligned award travel options, checked baggage policies and
inflight services for First and Business Class customers

Announced Sabre as the new Passenger Services System for the
combined company

Closed the sale of the slot divestitures required by the U.S.
Department of Justice at Ronald Reagan Washington National Airport
(DCA).  In total, the company received $381 million in cash from
the DCA sales and the sale of slots at New York's LaGuardia (LGA)
Airport, which closed in the fourth quarter 2013.

                   Revenue and Cost Comparisons

On a combined basis, total revenues in the first quarter were a
record $10 billion, up 5.6 percent versus the first quarter 2013
on a 2.0 percent increase in total available seat miles (ASMs).
Driven by a record yield of 17.03 cents, up 3.2 percent year-over-
year, combined consolidated passenger revenue per ASM (PRASM) was
also a record for the first quarter at 13.67 cents, up 2.9 percent
versus the first quarter 2013.

Total combined operating expenses in the first quarter were $9.3
billion, down 0.3 percent over first quarter 2013.  Combined first
quarter mainline cost per available seat mile (CASM) was 13.50
cents, down 2.7 percent on a 2.7 percent increase in mainline ASMs
versus first quarter 2013.  This cost improvement was largely due
to a 4.8 percent decrease in year-over-year mainline fuel prices.
Excluding special charges, fuel and profit sharing, mainline CASM
was up 4.0 percent compared to the first quarter 2013, at 8.96
cents.  Regional CASM excluding special charges and fuel was 16.62
cents, up 5.0 percent on a 3.2 percent decrease in regional ASMs
versus first quarter 2013.

                            Liquidity

As of March 31, 2014, American had approximately $10.6 billion in
total cash and short-term investments, of which $947 million was
restricted.  The company also has an undrawn revolving credit
facility of $1.0 billion.  Approximately $750 million of the
company's unrestricted cash balance was held in Venezuelan
bolivars, valued at the weighted average applicable exchange rate
of 6.32 bolivars to the dollar.  This includes approximately $94
million valued at 4.3 bolivars, approximately $611 million valued
at 6.3 bolivars and approximately $45 million valued at 10.7
bolivars, with the rate depending on the date the company
submitted its repatriation request to the Venezuelan government.

In the first quarter of 2014, the Venezuelan government announced
that a newly-implemented system (SICAD I) will determine the
exchange rate (which fluctuates as determined by weekly auctions
and at March 31, 2014 was 10.7 bolivars to the dollar) for
repatriation of cash proceeds from ticket sales after January 1,
2014, and introduced new procedures for approval of repatriation
of local currency.  The company is continuing to work with
Venezuelan authorities regarding the timing and exchange rate
applicable to the repatriation of funds held in local currency.
The company is monitoring this situation closely and continues to
evaluate its holdings of Venezuelan bolivars for potential
impairment.

Since the merger, the company paid $542 million in tax
withholdings for employees in lieu of issuing shares of common
stock as compensation as permitted under the Plan of
Reorganization, thereby reducing the number of shares expected to
be issued under the Plan by approximately 20 million.
Additionally, the company has elected to utilize the cash
settlement feature for the remaining $22 million principal amount
of US Airways Group 7.25% convertible notes due May 15, 2014,
which will further reduce diluted shares by approximately 4
million shares.

                          Special Items

In the first quarter, the company recognized a combined total of
$78 million in net special credits, including:

$137 million in net special credits consisting primarily of the
gain on the sale of slots at Reagan National Airport offset in
part by integration and merger-related expenses

$47 million in non-operating special charges due primarily to non-
cash interest accretion on bankruptcy settlement obligations

$8 million in non-cash deferred income tax provision related to
certain indefinite-lived intangible assets

$4 million in regional non-operating charges

Additional Integration Related Developments

Distributed $11 million to employees for baggage handling and on-
time performance in the month of January; this distribution of
$100 per employee is part of the company's Triple Play program
which measures on-time arrivals and baggage performance as
reported in the DOT's Air Travel Consumer Report (ATCR)

Conducted first joint Captain Leadership Training with newly
promoted captains from both airlines

On April 9, Piedmont flight attendants ratified a new five-year
Collective Bargaining Agreement

Opened a new Admirals Club lounge at the company's Philadelphia
(PHL) hub

                    Fleet/Network Developments

As part of its plan to modernize its fleet by replacing older
aircraft with newer, more fuel-efficient aircraft, the company
inducted 12 new Airbus A321T aircraft into service between New
York's John F. Kennedy International Airport (JFK) and Los Angeles
International Airport (LAX), and JFK and San Francisco
International Airport (SFO).  American is now the only U.S.
carrier to offer three classes of service between these key
markets.  The company also took delivery of one Airbus A330-200
aircraft, five Boeing 737-800 aircraft and one Boeing 777-300
aircraft during the first quarter.

Revealed new Boeing 767-300 and 777-200ER cabin retrofits, which
feature lie-flat seats with direct aisle access in Business Class

In April 2014, the company exercised its option to purchase (and
thus terminated its existing lease financing arrangements) for 62
Airbus A320 family aircraft scheduled to be delivered between
first quarter 2015 and third quarter 2017.  In connection with
this decision, the company also exercised its right to convert
firm orders for 30 Airbus A320 family NEO aircraft (scheduled to
be delivered in 2021 and 2022) to options to acquire such
aircraft.

                 Community Relations Developments

Raised and contributed $750,000 to the Cystic Fibrosis Foundation
through the company's 29th Annual Celebrity Ski event in Vail,
Colo.

Completed 230 employee volunteer events and distributed more than
$500,000 in grants in the communities American serves

Raised more than $55,000 in employee contributions for the
American Airlines and American Eagle Family Fund and the US
Airways Education Foundation through the online auction of a trip
to Toulouse, France, to take delivery of a new Airbus A330
aircraft

Provided travel to 42 children and their families for critical
surgeries through the company's Kids in Need program. Nearly 18
million frequent flyers donated more than 48 million miles to the
program, which supports the mission of 40 children's organizations
and makes travel possible for children in need.

Transported and worked with more than 60 assistance dogs in
partnership with Assistance Dogs International (ADI) through
employees who volunteer with the company's Puppies in Flight
program

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN AIRLINES: American Flight Attendants Submit Proposal
-------------------------------------------------------------
Flight Attendants at the new American Airlines welcomed reports of
the best first quarter in company history and look forward to
translating that success to an industry-leading joint contract.
In a morning press release, American Airlines announced a
staggering $480 million profit, despite a winter full of costly
flight cancellations.  Coincidentally, the joint negotiating team
charged with representing all 24,000 Flight Attendants at the
merged airline in contract negotiations submitted an opening
proposal to company management later in the morning of April 24.
The committee is comprised of Flight Attendants from each pre-
merger airline including representatives of the Association of
Professional Flight Attendants (American) and the Association of
Flight Attendants-CWA (US Airways).

"What's good news for American is great news for Flight
Attendants," said APFA President Laura Glading.  "As the face of
this airline, we will continue to work hard to make the company a
success. [American CEO] Doug Parker knows that, and I feel
confident that we'll reach an agreement that recognizes the Flight
Attendants' contribution and commitment to the new American."

"[Thurs]day's record-breaking earnings for the new American
Airlines is monumental for both our airline and our Flight
Attendants," said Roger Holmin, AFA-MEC President.  "The Flight
Attendants at American Airlines deserve a record-breaking
contract, which reflects our contributions in making this merger a
reality.  This contract should set our 24,000 Flight Attendants
apart and establish us well above the rest of the industry."

APFA was one of the earliest and most vocal supporters of the
American-US Airways merger, predicting that the combined airline
would be better able to compete with network carriers United and
Delta.  Indeed, that has so far been the case as American
outperformed both those carriers, as well as Southwest, in the
first quarter.  Previously, American's best Q1 was in 1998 when
then-parent company AMR reported $290 million in earnings.  Flight
Attendants at the new American are seeking an industry-leading
joint collective bargaining agreement that recognizes their
prominent role in the company's success.

                           About APFA

The Association of Professional Flight Attendants, founded in
1977, represents the more than 16,000 active flight attendants at
American Airlines.  In November 2011, American's parent company
filed for Chapter 11 bankruptcy protection.  Throughout the
bankruptcy trial, APFA President Laura Glading served on the
Unsecured Creditors' Committee where she advocated for the
American Airlines Flight Attendants.  In February 2013, American
and US Airways announced their intention to combine the carriers
and on December 9, 2013, American exited bankruptcy and the merger
was finalized.  Achieving a merger inside bankruptcy is
unprecedented in the industry and would not have occurred without
the efforts of American's labor unions, particularly APFA.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN ROCK: Moody's Affirms B3 CFR & Rates $350MM Debt B3
------------------------------------------------------------
Moody's Investors Service affirmed American Rock Salt Company
LLC's B3 Corporate Family Rating ("CFR") and assigned ratings to
the company's proposed $470 million senior secured credit
facilities. Proceeds will be used to refinance existing secured
debt, fund modest tax distributions, and pay transaction-related
fees and expenses. The rating outlook is stable.

"The proposed transaction is credit positive because it extends
maturities and lowers pricing, but until Moody's see meaningful
and sustained debt reduction, the rating is likely to remain at
B3," said Ben Nelson, Moody's Assistant Vice President and lead
analyst for American Rock Salt Company LLC.

The actions:

Issuer: American Rock Salt Company LLC

Corporate Family Rating, Affirmed B3;

Probability of Default Rating, Affirmed B3-PD;

$350 million Senior Secured First Lien Term Loan B due 2021,
Assigned B3 (LGD4 54%);

$120 million Senior Secured Second Lien Term Loan due 2022,
Assigned Caa1 (LGD4 59%);

Outlook, Stable.

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed refinancing transaction,
expected to close in the second calendar quarter of 2014. The
ratings on the existing credit facilities are expected to be
withdrawn following full repayment at closing.

Ratings Rationale

The B3 CFR is constrained primarily by single site risk,
significant weather related demand volatility for rock salt, and
aggressive financial policies that have resulted in a highly-
leveraged balance sheet. High barriers to entry in rock salt
mining, cost advantages due to the company's relatively new mine
near Rochester, N.Y., freight-driven economics, and lack of
economical alternatives for rock salt create a relatively benign
competitive market supportive of strong profit margins in the
company's primary markets in upstate New York and central/western
Pennsylvania. The company also benefits from the potential to
generate substantial free cash flow during periods of strong
snowfall and an enterprise value that creates a strong incentive
for sponsor support during periods of exceptionally weak snowfall
(e.g., two or more consecutive warm winters).

Moody's believes that the company is capable of generating
operating performance that would translate to adjusted interest
coverage of 1.5-2.5 times (EBITDA/Interest), adjusted financial
leverage of 5-7 times (Debt/EBITDA), and retained cash flow-to-
debt in the mid-to-upper single digit range (RCF/Debt). Following
two consecutive weak winter seasons before a return to more
normalized conditions during the winter of 2013-14, pro forma
leverage remains high in the low 7 times area for the twelve
months ended March 31, 2014. Moody's expects retained cash flow-
to-debt in the mid single digits with leverage falling to below 7
times by the end of 2014.

The stable rating outlook anticipates improvement in credit
metrics over the next several quarters and maintenance of adequate
liquidity to fund the upcoming seasonal inventory build. Moody's
could upgrade the rating with meaningful and sustained debt
reduction. An upgrade likely would require expectations for
financial leverage well below 10 times on a through-the-cycle
basis, retained cash flow to debt nearing 10% of debt in a
normalized environment, and a commitment to more conservative
financial policies. Moody's could downgrade the rating in response
to a significant operational disruption, substantive expected
decline in liquidity, or change in Moody's expectations regarding
sponsor support during exceptionally weak periods.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 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.

American Rock Salt Company LLC, headquartered in Retsof, N.Y.,
operates the Hampton Corners rock salt mine in upstate New York
and sells primarily to state and local government agencies. The
company is a wholly-owned subsidiary of American Rock Salt
Holdings LLC, which is closely-held by private investors including
some members of management.


AMT MACHINE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: AMT Machine Systems, Ltd.
        868 Freeway Drive North
        Columbus, OH 43229

Case No.: 14-52934

Chapter 11 Petition Date: April 25, 2014

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)


Judge:  Hon. John E. Hoffman Jr.

Debtor's Counsel: James A Coutinho, Esq.
                  Myron N. Terlecky, Esq.
                  STRIP HOPPERS LEITHART McGRATH &
                     TERLECKY CO., LPA
                  575 South Third Street
                  Columbus, OH 43215
                  Tel: 614-228-6345
                  Fax: 614-228-6369
                  Email: jac@columbuslawyer.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dennis R. Pugh, chief executive
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohsb14-52934.pdf


ARMSTRONG WORLD: S&P Raises CCR to 'BB'; Outlook Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Lancaster, Pa.-based Armstrong World Industries
Inc. to 'BB' from 'BB-'.  The outlook is positive.

The upgrade reflects Armstrong's improved financial risk profile
and the exit of financial sponsor TPG Capital as an owner in the
company.  In S&P's view, and as per our criteria related to
companies owned by financial sponsors, the exit of TPG is likely
to result in less aggressive financial policies, especially as it
relates to dividends.

S&P's positive outlook reflects its expectation that Armstrong's
credit measures will continue to improve, that U.S. and global
construction markets will grow, and that leverage will fall to
about 3x in 2014 and 2.5x in 2015.  This is consistent with an
intermediate financial profile; however, other important credit
measures remain more indicative of a significant financial risk
profile.

S&P would upgrade Armstrong if debt to EBITDA remains at or below
3x, as it expects, and if other credit measures such as FFO to
debt improve to levels consistent with an intermediate financial
risk profile.  This could occur if margins hold steady in the
building products segment and if margins in the resilient flooring
and wood flooring segments improve.

Given S&P's view of construction markets improving, it expects a
downgrade to be unlikely.  However, S&P would consider lowering
its rating on the company if it pursues a more aggressive dividend
policy than S&P expects, which raises leverage levels to more than
4x.


ASTANA-FINANCE: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Marat Duysenbekovich Aitenov

Chapter 15 Debtor: JSC "Astana-Finance"
                   c/o Sidley Austin LLP
                   787 Seventh Avenue
                   New York, NY 10019

Chapter 15 Case No.: 14-11217

Type of Business: The Debtor was established as a state funded
                  body on Dec. 18, 1997, as the State Enterprise
                  Fund of Economic and Social Development of
                  Akmola Special Economic Zone, which was created
                  in Astana by presidential decree following the
                  transfer of the capital city of Kazakhstan from
                  Almaty to Astana (formerly known as Akmola).  In
                  April 1998, AF was reorganized as a closed joint
                  stock company under Kazakhstan law and then
                  subsequently in 1999 AF became a public, open
                  joint stock company with its shares listed on
                  the Kazakhstan Stock Exchange in January 2000.

Chapter 15 Petition Date: April 25, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Allan L. Gropper

Chapter 15 Petitioner's Counsel: Alex R. Rovira, Esq.
                                 SIDLEY AUSTIN LLP
                                 787 Seventh Avenue
                                 New York, NY 10019
                                 Tel: (212) 839-5300
                                 Fax: (212) 839-5599
                                 Email: arovira@sidley.com

Estimated Assets: $500 million to $1 billion

Estimated Debts: More than $1 billion


BAPTIST HOME: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                       Case No.
    ------                                       --------
    The Baptist Home of Philadelphia             14-13305
       d/b/a Deer Meadows Retirement Community
    8301 Roosevelt Boulevard
    Philadelphia, PA 19152

    The Baptist Home Foundation                  14-13306
    8301 Roosevelt Boulevard
    Philadelphia, PA 19152

Type of Business: A charitable Pennsylvania nonprofit
                  corporation formed in 1869.  It owns and
                  operates a continuing care retirement community
                  known as "Deer Meadows Retirement Community",
                  which is located at 8301 Roosevelt
                  Boulevard, Philadelphia, Pennsylvania.

Chapter 11 Petition Date: April 25, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Eric L. Frank (14-13305)
       Hon. Magdeline D. Coleman (14-13306)

Debtors' Counsel: John T. Carroll, III, Esq.
                  Eric L. Scherling, Esq.
                  COZEN O'CONNOR
                  1201 North Market Street, Suite 1001
                  Wilmington, DE 19801
                  Tel: 302-295-2028
                  Fax: 215-701-2140
                  Email: jcarroll@cozen.com
                         escherling@cozen.com

                                     Estimated      Estimated
                                      Assets       Liabilities
                                   ------------    -----------
The Baptist Home of Philadelphia   $10MM-$50MM     $10MM-$50MM
The Baptist Home Foundation        $1MM-$10MM      $10MM-$50MM

The petitions were signed by Lisa Sofia, president and chief
executive officer.

List of The Baptist Home of Philadelphia 20 Outstanding
Balances:

   Entity                          Nature of Claim     Balance
   ------                          ---------------   ------------
Rehabcare Group, Inc.                                 $784,640
SRS Division
P.O. Box 503534
St. Louis, MO
63150-3534
Tel: (800)-677-1238

Sodexho, Inc. & Affilates                             $489,838
Box 360170
Pittsburgh PA 15251-6170
Tel: (866)372-3160

Respiratory Health Services                           $329,361
PO Box 7247-6524
Philadelphia, PA 19170-6524
(800)-952-4403

Red Line/McKesson Med Surgical                        $205,617

Shelly's Medication Services                          $192,771

Security Benefit Life                                 $115,498

Nursing Fund                                           $99,582

PA UC Fund                                             $71,463

Kreg Therapeutics                                      $69,005

Str. Consulting Group, Inc.                            $48,535

Nazareth Hospital                                      $42,271

Cbiz Accounting, Tax & Advisory                        $38,900

Allied Elevator                                        $36,717

U.S. Bank Operations Center                            $35,012

Herbert J. Sims & Co. Inc.                             $30,000

LifeStar Response of N.J.                              $29,750

Hillyard-Delaware Valley                               $28,125

Training & Upgrading Fund                              $25,766

Mayfair Professional Office                            $24,439

Reinsel Kuntz Lesher LLP                               $20,954

The Baptist Home Foundation listed BHP Services as its largest
unsecured creditor.


BIOMET INC: Moody's Places 'B2' CFR on Review for Upgrade
---------------------------------------------------------
Moody's Investors Service placed Biomet, Inc.'s debt ratings (B2
CFR) under review for upgrade following news that the company has
signed a definitive agreement to be acquired by Zimmer Holdings,
Inc. for $13.35 billion. At the same time, Moody's affirmed
Biomet's SGL-2 rating. Moody's understands that Zimmer intends to
repay Biomet's debt. Assuming all of Biomet's existing debt is
retired, the ratings will be withdrawn.

Ratings placed on review for upgrade:

Biomet, Inc.

B2 Corporate Family Rating

B2-PD Probability of Default Rating

B1 (LGD3, 35%) Senior Secured Term Loan

B1 (LGD3, 35%) Senior Secured Revolver

B3 (LGD4, 66%) Senior Unsecured Notes

Caa1 (LGD6, 94%) Senior Subordinated Notes

Rating affirmed:

Biomet, Inc.

SGL-2

Moody's rating review will focus on the benefits of Biomet
becoming part of a larger combined company with a stronger credit
profile. Although Moody's understands that management expects
Biomet's debt to be repaid, and there are mandatory redemption
provisions in the bond indentures, if any debt remains
outstanding, the rating review will evaluate any support
mechanisms Zimmer provides to Biomet's debt.

If this transaction does not occur as planned, Moody's review will
also consider the status of Biomet's previously planned IPO, which
Moody's believes is credit positive. Moody's would evaluate the
extent to which debt would be repaid and the company's financial
policies post-IPO. Biomet indicated in its amended S-1 filing that
it intends to exercise the equity clawback provision for its
senior unsecured notes.

Ratings Rationale

Biomet's current B2 CFR largely reflects its very high financial
leverage and overall weak financial strength ratios. Although the
company has gradually deleveraged since its LBO in 2007,
debt/EBITDA for the twelve months ended November 30, 2013 remained
high at about 5.8 times. However, the rating also reflects the
company's relatively large size compared to other B2 companies and
its solid presence in reconstructive implants. Biomet competes
with better capitalized players including Johnson & Johnson,
Stryker and Zimmer. While an aging population will help support
long term demand, the sector will see ongoing volume and pricing
pressure because of weakness in the global economy, as well as
hospital cost savings initiatives, a transition to new value based
reimbursement models and high competition. Similar to other
medical device makers, orthopedic companies will need to prove
that its devices help improve outcomes, reduce complications and
provide economic value to hospitals. Biomet plans to launch its
Vanguard XP -- a first-to-market total knee product which
preserves the ALC -- during the first quarter of its FY2015.

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

Biomet, Inc., (Biomet) headquartered in Warsaw, Indiana, is a
global manufacturer of orthopedic products and is among the
leaders in the U.S. reconstructive market. Biomet is owned by a
private equity consortium, consisting of the Blackstone Group,
Goldman Sachs Capital Partners, and Kohlberg Kravis Roberts.


BODY CENTRAL: Taps Houlihan Lokey For Review
--------------------------------------------
Jamie Mason, writing for The Deal, reported that facing losses and
negative cash flow, Body Central Corp. has hired advisers to help
it explore strategic alternatives, and one source close to the
situation said that the young women's apparel retailer is likely
to get financing from its shareholders.

According to the report, the Jacksonville, Fla.-based women's
retailer has hired Houlihan Lokey Capital Inc. as its financial
adviser to assist with finding financing and evaluating
transactional and strategic alternatives.

Derek Pitts and Surbhi Gupta at Houlihan Lokey are advising the
company, The Deal has learned.

According to the source, who asked not to be named, Body Central
needs a little bit of extra capital, as well as a stable cost
structure "better aligned with the risks of the fashion business
they are in," the report related.

The source noted that Body Central has a lot of costs that it can
cut in terms of its payroll expense and its stores, which sell
tops, dresses, bottoms, jewelry, accessories and shoes under its
Body Central, Sexy Stretch and Lipstick Lingerie labels, the
report further related.  The company operates 282 Body Central and
Body Shop apparel stores in 28 states that target women in their
late teens to mid-30s.

Founded in 1972, Body Central Corp., a Delaware corporation, is a
multi-channel specialty retailer offering on-trend, quality
apparel and accessories at value prices.  The Company operates
specialty apparel stores under the Body Central and Body Shop
banners, as well as a direct business comprised of the Company's
Body Central catalog and its e-commerce Web sites at
http://www.bodycentral.com/and http://www.bodyc.com/

The Troubled Company Reporter, on April 11, 2014, reported that
Body Central Corp. filed with the U.S. Securities and Exchange
Commission on March 27, 2014, its annual report of Form 10-K for
the fiscal year ended Dec. 28, 2013.  PricewaterhouseCoopers LLP
expressed substantial doubt about the Company's ability to
continue as a going concern, citing that the Company has suffered
losses and negative cash flows from operations.


CAFUSA LLC: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cafusa, LLC
        1601 S. Ocean Drive
        Vero Beach, FL 32963

Case No.: 14-19360

Chapter 11 Petition Date: April 24, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon.  Paul G Hyman Jr

Debtor's Counsel: Julianne R. Frank, Esq.
                  FRANK, WHITE-BOYD, PA
                  11382 Prosperity Farms Rd #230
                  Palm Beach Gardens, FL 33410
                  Tel: 561.626.4700
                  Fax: 561.627.9479
                  Email: fwbbnk@fwbpa.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Boris Gonzalez, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-19360.pdf


CALUMET PHOTOGRAPHIC: April 29 Hearing on $2.8MM Sale to Insiders
-----------------------------------------------------------------
Catherine Steege, the Chapter 7 Trustee for Calumet Photographic
Inc., and its affiliated debtors, will return to the Bankruptcy
Court on April 29 at 9:30 a.m. C.D.T., for a hearing on her
request to sell assets of the Debtors free and clear of liens,
claims, interests and encumbrances, and to assume and assign
certain contracts and leases.

Ms. Steege intends to sell inventory and furniture, fixtures and
equipment located at the Debtors' stores in Oak Broak, Ill.,
Chicago (Goose Island), Ill., Philadelphia, Pa., San Francisco,
Calif., and Washington D.C., to CalPhoto US LLC, an entity
recently formed by principals of the Debtors.  Calphoto has
offered $2.825 million for the assets.

She also seeks to assign the leases for those locations and
certain other executory contracts to the buyer.  Calphoto also
will take an assignment of the Cambridge, Mass., parking lot lease
and purchase the FF&E in the Cambridge store as well as the
Debtors' intellectual property and web sites.

Aside from the cash consideration, Calphoto will assume all cure
and carrying costs related to the assumed leases and contracts,
and will assume all employee-related liabilities for those
employees the purchaser hires and liabilities relating to customer
products, product repairs, gift cards and warranty claims.
Calphoto also will deliver claims waivers for creditors holding
roughly 80% of the aggregate amounts of all unsecured claims held
by suppliers.

Bankruptcy Judge Eugene R. Wedoff presides over the Debtors'
cases.

Any higher bid will be considered prior to or at the hearing.

Interested bidders may contact the Chapter 7 Trustee's counsel.

                    About Calumet Photographic

Calumet Photographic, Inc., a Chicago, Illinois-based photography
chain, filed a petition under Chapter 7 of the Bankruptcy Code
(Bankr. N.D. Ill. Lead Case No. 14-08893) on March 12, 2014,
listing assets of $50 million to $100 million and debts of $10
million to $50 million.  The Debtor is represented by Mark A.
Berkoff, Esq., at Neal, Gerber & Eisenberg LLP, in Chicago,
Illinois.  Silverman Consulting serves as financial advisor.

Catherine Steege, Esq., has been named the Chapter 7 Trustee.  She
is represented by:

     Catherine Steege, Esq.
     Melissa Root, Esq.
     Landon S. Raiford, Esq.
     JENNER & BLOCK LLP
     353 N. Clark St.
     Chicago, IL 60654
     E-mail: csteege@jenner.com
             mroot@jenner.com
             lraiford@jenner.com


CAPELLA HEALTHCARE: Moody's Rates $425MM 1st Lien Term Debt 'B'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Capella
Healthcare's proposed $425 million 1st lien term loan B and a Caa1
rating to the company's proposed 2nd lien term loan. Concurrently,
Moody's affirmed the company's B2 Corporate Family Rating and B2-
PD Probability of Default Rating. The ratings outlook is stable.

The proposed credit facilities, along with an unrated $100 million
senior secured asset based revolver, will be used to refinance the
company's existing $500 million 9.25% senior notes due 2017,
purchase the company's Muskogee Community Hospital ("MCH") capital
lease, payoff the MCH promissory note, and refinance the company's
existing unrated asset based revolver maturing December 2014. The
proposed term loan facilities are expected to have a delayed draw
feature, with the anticipated drawn down on the facilities to
effectuate the refinancing in July 2014.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

  $425 million 1st lien term loan B due 7 years, assigned B1
  (LGD3, 42%);

  $160 million 2nd lien term loan due 7.5 years, assigned Caa1
  (LGD5, 87%);

  Corporate family rating, affirmed at B2;

  Probability of default rating, affirmed at B2-PD.

The following rating was affirmed and will be withdrawn upon
successful completion of the refinancing transaction:

  $500 million 9.25% senior unsecured notes due 2017, affirmed at
  B3 (LGD4, 58%).

Ratings Rationale

The B2 Corporate Family Rating considers Capella's high leverage,
limited scale, and geographic concentration. The rating also
considers Capella's reliance on a relatively small number of
facilities to generate a majority of the company's EBITDA.
Sizeable reimbursement exposure to government payors such as
Medicare and Medicaid as well as high levels of uncompensated care
from uninsured and under-insured patients further constrains the
rating. The rating is supported by anticipated improvement in
credit metrics from Capella's focus on internal efficiencies such
as streamlining hospital workflow and purchasing as well as the
anticipated expansion of healthcare insurance coverage as part of
the Affordable Care Act. Additionally, the B2 rating is supported
by Capella's emphasis on quality of care and the implementation of
electronic health records that are expected to maximize
reimbursement levels. Further, the rating benefits from a good
liquidity profile and the company's management of non-urban
hospitals that generally operate in a less competitive environment
when compared to their urban peers.

The stable outlook reflects Moody's expectation that the company
will take a disciplined approach toward acquisitions and will work
to reduce leverage by further improving revenue and EBITDA at
existing facilities. The stable outlook also assumes the company
will maintain a good liquidity profile, including sufficient
borrowing base availability under the $100 million asset based
revolver.

The ratings could be downgraded if Capella experienced a material
operating disruption at one of its larger facilities or if general
economic conditions were to impact volumes, payor mix, or bad debt
expense more than expected. Specifically, if the company's Moody's
adjusted operating cash flow to debt was expected to be sustained
below 5%, adjusted free cash flow to debt was expected to be
negative, or if leverage (adjusted debt to EBITDA, including the
capitalization of operating leases) is sustained over 6.5 times,
there could be downward rating pressure. The ratings could also be
downgraded if the company were to pursue significant debt funded
acquisitions or if its liquidity profile were to deteriorate. A
less stable reimbursement and pricing environment with respect to
Medicare and private payers could also pressure the ratings.

Although unlikely in the near term, the ratings could be upgraded
if Capella is able to improve the operations of its existing
facilities such that adjusted debt leverage was expected to be
sustained below 4.0 times and adjusted free cash flow to debt was
expected to be sustained above 8%. Additionally, if the company
pursues a disciplined acquisition strategy such that it is able to
improve its scale and diversity profile with a reduction in debt
leverage and without operational disruption there could be upward
pressure on the ratings.

Headquartered in Franklin, Tennessee, Capella Healthcare, Inc. is
an owner and operator of non-urban hospitals. Capella operates 11
acute care hospitals comprised of 1,504 beds in six states and
generated revenue of approximately $722 million for the year ended
December 31, 2013. Capella is majority owned by GTCR Golder
Rauner, LLC.


CAPELLA HEALTHCARE: S&P Assigns 'B' Rating to $425MM Loan
---------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' issue-level
rating to the company's proposed $425 million first lien term
loan.  The recovery rating on this debt is '4', reflecting S&P's
expectations for average recovery (30%-50%) of principal in the
event of default.  S&P is also assigning its 'CCC+' issue-level
rating to the company's proposed $160 million second-lien term
loan.  The recovery rating on this debt is '6', reflecting
prospects for negligible recovery (0%-10%) of principal in the
event of default.  S&P anticipates this transaction to close in
July 2014 when the company's public debt becomes callable.

S&P is also affirming its 'B' corporate credit rating and all
ratings on the company's existing debt.  The outlook is stable.
This action reflects only a modest increase in debt largely
resulting from refinancing costs.  Importantly, the company will
be converting its preferred stock (about $339 million including
accruals, at Dec. 31, 2013) to common equity, which will reduce
debt leverage, per our calculation, by more than three turns.

"We view Capella's business risk profile as "weak" because of its
small, relatively undiversified portfolio of 11 hospitals, which
are largely located in nonurban markets, some of which are
relatively competitive," said credit analyst Cheryl Richer.  "Our
business risk assessment also considers the weak reimbursement
environment and adverse shift in payor mix from better-paying
commercial and managed care payors to self-pay and Medicaid.  A
positive factor supporting the "weak" business risk profile is our
expectation that Capella's profitability will remain relatively
stable, in line with its peer group of other health care facility
providers."

Despite revenue pressure resulting from a difficult reimbursement
environment, S&P's stable rating outlook on Capella reflects
expectations of modest EBITDA improvement as a result of minimal
volume growth aided by marketing efforts, receipt of government
incentive payments (subsequent to the incurrence of expenses), and
cost cuts.  Importantly, the conversion of holding company
preferred stock to common stock drives a meaningful improvement in
consolidated debt protection metrics, given S&P's view of
preferred stock as a quasi-debt instrument.

S&P would consider lowering its rating if Capella's liquidity
tightens, without prospects for rapid improvement.  For example,
assuming a minimum cash balance of $10 million and flat revenues,
a 200-basis-point (bp) decline in gross margin could result in
cash outflows (and attendant revolver drawdown) of roughly
$10 million.  Key factors that could contribute to such a result
include an unexpected cut in Medicare reimbursement, a Medicaid
rate cut in one or more of its key states, or lower rate increases
from commercial insurance companies.  Other factors that could
contribute to such an outcome might be an acceleration of already
weak patient volume and diminishing opportunities to control
costs.

Given S&P's view of ongoing operating pressure, including
regulatory uncertainty, and the presence of a financial sponsor,
S&P do not envision a scenario for a higher rating in the near to
mid-term.


CARY DIAGNOSTICS: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cary Diagnostic Radiology, P.A.
        101 SW Cary Parkway, Suite 40
        Cary, NC 27511

Case No.: 14-02377

Chapter 11 Petition Date: April 25, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Raleigh Division)

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252 633-2700
                  Fax: 252 633-9600
                  Email: efile@stubbsperdue.com

Total Assets: $45,500

Total Liabilities: $1 million

The petition was signed by Dr. Christopher Tharrington, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb14-02377.pdf


CASH STORE: To Delist Common Shares From Toronto Stock Exchange
---------------------------------------------------------------
The Cash Store Financial Services Inc. on April 24 disclosed that
its common shares will be delisted from the Toronto Stock Exchange
effective May 23, 2014 for failure by Cash Store Financial to meet
the continued listing requirements of the TSX and, specifically,
as a result of the Company seeking and obtaining an order from the
Ontario Superior Court of Justice granting creditor protection
under the Companies' Creditors Arrangement Act on April 14, 2014.
Trading in the Company's securities will remain suspended pending
the delisting of the common shares.

Cash Store Financial remains committed to completing the
restructuring process quickly and efficiently.  Cash Store
Financial is working diligently to obtain additional debtor-in-
possession financing and to run a sales process to maximize value
for all of the Company's stakeholders.

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.


CENTENE CORP: Moody's Rates $300MM Senior Unsecured Notes 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 senior unsecured debt
rating to Centene Corporation's (Centene, NYSE:CNC) issuance of
$300 million of 8 year senior notes. The debt issuance is a draw
on the company's shelf registration, which it filed on May 13,
2011. Centene intends to use the net proceeds to repay amounts
outstanding under their revolving credit facility, to pay related
fees and expenses and for general corporate purposes. The outlook
on the rating is stable.

Ratings Rationale

Moody's notes that with the additional debt net of the expected
repayment of outstanding debt under the existing revolver,
Centene's financial leverage (debt to capital) is expected to
remain relatively unchanged from its levels as of March 31, 2014
of approximately 34.6%. Adjusted financial leverage (debt to
capital where debt includes operating leases) is expected to be
approximately 39.3%, which remains in line with Moody's
expectation for the company's current rating level.

Moody's Ba2 senior debt rating for Centene is based primarily on
the company's concentration in the Medicaid market, acquisitive
nature, and moderate level of financial leverage, offset by its
multi-state presence, expansion into other healthcare product
opportunities, relatively stable financial profile and adequate
capitalization. The rating also reflects concerns with respect to
the level of reimbursements to Medicaid managed care companies as
states fall under budgetary and political pressures. According to
the rating agency, while rate increases have been under pressure
over the last several years, it appears that states have adhered
to actuarial valuations in determining reimbursement levels,
including covering the industry fee insurance companies are
required to pay under the Affordable Care Act. It should also be
noted that the healthcare reform legislation, which will increase
the number of persons eligible for Medicaid, has increased
interest among states in Medicaid managed care options, providing
growth opportunities for Centene.

Moody's said that Centene's ratings could be upgraded if: 1)
EBITDA margins approach 4% on a consistent basis, 2) financial
leverage (debt to capital) is reduced to or below 30%, and 3) the
company successfully operates on the individual exchanges,
resulting in increased premium diversity. Moody's added that on
the other hand, the following could result in a rating downgrade:
1) loss or impairment of one or more additional Medicaid
contracts, 2), a loss or penalty associated with the exit from the
Kentucky Medicaid contract in excess of 15% of shareholders'
equity, 3) EBITDA interest coverage falling below 6x, or 4) Debt
to EBITDA ratio remaining above 3x.

Centene Corporation is headquartered in St. Louis, Missouri. For
the first three months of 2014 the company reported total revenues
of $3.5 billion with managed care membership as of March 31, 2014
of approximately 2.9 million. As of March 31, 2014 the company
reported shareholders' equity of approximately $ 1.4 billion.

The principal methodology used in this rating was Moody's Rating
Methodology for U.S. Health Insurance Companies published in May
2011.


CENTENE CORP: S&P Assigns 'BB' Rating to $300MM Sr. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB' senior unsecured debt rating to Centene Corp.'s planned $300
million senior notes due 2022.

"We expect Centene to use the majority of the proceeds to pay down
an outstanding revolver balance, which was $295 million as of the
end of first-quarter 2014.  Accordingly, financial leverage of
approximately 37% as of first-quarter 2014 does not change
materially pro-forma for the transaction.  In addition, we believe
the transaction will enhance the company's near-term liquidity and
financial flexibility modestly to support its growth initiatives.
We expect the company's credit metrics to stay in our previously
stated ranges for full-year 2014, including EBITDA coverage of
more than 10x and leverage between 35% and 40%," S&P said.

RATINGS LIST

Centene Corp.
Corporate Credit Rating                      BB/Stable/--

New Rating
$300 million sr notes due 2022
  Sr. Unsecured Debt                          BB


CHINA NATURAL GAS: E&Y China Seeking Sale or Investment Offers
--------------------------------------------------------------
Expressions of interest are now sought from parties interested in
entering into discussions for the purpose of:

     -- an acquisition of some or all of the assets of China
        Natural Gas Inc., and of Xi'an Xilan Natural Gas Co.,
        Ltd., and its subsidiaries; or

     -- an investment in some or all of the companies.

China Natural Gas and Xi'an Xilan Natural Gas are primarily
engaged in:

     -- the distribution of compressed natural gas through a
        network of fuelling stations in China;

     -- the installation of natural gas pipelines and the
        distribution and sale of piped natural gas; and

     -- the production of liquefied natural gas.

Interested parties may contact:

     Ernst & Young (China) Advisory Limited
     Andrew Koo
     Tel: +86 (021) 2228 2964
     E-mail: Andrew.Koo@cn.ey.com

          - and -

     Richard Zhang
     Tel: +86 (021) 2228 6519
     E-mail: Richard-y.zhang@cn.ey.com

                         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's Louis T.
DeLucia, Esq., and Alyson M. Fiedler, Esq.

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


COBRA ELECTRONICS: Posts Q1 Loss; In Waiver Talks with Lenders
--------------------------------------------------------------
Cobra Electronics Corporation, a global designer and marketer of
mobile communications and navigation products, on April 25
reported a net loss of $1.7 million or $0.25 per share, for the
first quarter of 2014 as compared to a net loss of $1.5 million,
or $0.23 per share, for the first quarter of 2013.  In addition,
there was an operating loss of $1.6 million for the current
quarter compared to an operating loss of $1.7 million in the same
quarter last year.  The smaller seasonal operating loss reflected
a decrease in selling, general and administrative ("SG&A") expense
that was partially offset by lower net sales and gross margin.

Consolidated net sales were $21.4 million compared to $21.6
million in the first quarter of 2013, with the Cobra segment
reporting a $378,000, or 2.1%, drop in sales and the Performance
Products Limited ("PPL") segment reporting a sales increase of
$182,000, or 5.8%.  The lower sales for the Cobra segment resulted
from a drop in sales of Detection products, partially offset by
increases in sales of Truck Navigation products and Dash Cams.
The lower sales of Detection products reflected reduced sales at
certain larger domestic customers that experienced slow store
traffic in the first quarter due in part to the extended and harsh
winter weather, and the economic conditions in Eastern Europe.
Truck Navigation sales increased primarily due to the introduction
of a new product, the 6500 PRO HD.  The PPL sales increase was
attributable to sales of Dash Cam products, which were not sold in
the same quarter of last year and the effect of foreign currency
changes.

Consolidated gross margin was 27.0 percent compared to 28.9
percent in the first quarter of 2013 primarily as a result of a
less favorable sales mix and some close-out sales at reduced
margins.  The gross margin for the Cobra segment was 26.0 percent
compared to 27.4 percent in first quarter 2013, which reflected
less sales of higher margin products and close-out sales of
certain Detection models at lower margins.  PPL's gross margin
decreased to 32.7 percent from 37.4 percent last year due mainly
to sales of certain older products at reduced margins.

"The Company typically experiences a seasonal operating loss in
the first quarter, although the loss was slightly smaller in the
first quarter of 2014 than in the same quarter last year due to
significantly reduced SG&A expense.  The extended and harsh winter
weather and economic conditions in Eastern Europe in the first
quarter of 2014 negatively impacted store traffic and net sales.
Our history has shown that when the consumer shows up in the
stores, our products sell-through well" said Jim Bazet, Cobra's
Chairman and Chief Executive Officer.

SG&A expenses were $7.4 million in the first quarter of 2014
compared to $8.0 million in the prior year's quarter. Fixed
expenses decreased as a result of lower legal and employee
compensation expenses.  However, these decreases were partially
offset by higher variable selling expenses, which reflected an
increase in sales to customers with higher promotional funds.

Interest expense for the first quarter of 2014 was $257,000
compared to $160,000 for the first quarter of 2013 primarily due
to a higher average interest rate.  Other income was $206,000
compared to other income of $353,000 in the prior year's quarter
primarily due to a lower gain on the cash surrender value of life
insurance that the Company owns for the purpose of funding
deferred compensation programs for certain current and former
officers of the Company.  A tax benefit of $22,000 was recorded in
the current quarter as compared to a $1,000 tax benefit in the
first quarter of 2013.

Interest-bearing debt decreased to $13.2 million as of March 31,
2014 compared to $18.2 million at March 31, 2013.  Cash on hand at
March 31, 2014 was $3.4 million as compared to $4.9 million at
March 31, 2013 mainly due to the timing of cash receipts.
Inventory at the end of the first quarter increased to $33.7
million from $33.1 million at March 31, 2013 primarily as a result
of the lower sales in the Cobra segment.  Accounts receivable at
the end of the quarter were $10.0 million, a decrease from $13.6
million one year earlier, which mainly reflected higher sales to
customers with shorter payment terms.

The Company did not meet the required minimum amount of trailing
twelve month EBITDA as defined under its credit agreement for the
first quarter.  The Company is currently working with its lenders
to finalize the form of a waiver of the first quarter non-
compliance with the credit agreement.

In discussing the outlook for the second quarter of 2014, as well
as the entire year, Mr. Bazet said, "The Company anticipates an
operating income in the second quarter and an improved level of
operating income for fiscal year 2014 due to the initial load-ins
of new placement for many exciting and innovative new products as
well as the implementation of growth initiatives and continued
cost and expense reduction measures."

                     About Cobra Electronics

Cobra Electronics -- http://www.cobra.com-- is a global designer
and marketer of communication and navigation products, with a
track record of delivering innovative and award-winning products.
Building upon its leadership position in the GMRS/FRS two-way
radio, radar detector and Citizens Band radio industries, Cobra
identified new growth opportunities and has aggressively expanded
into the marine market and has expanded its European operations.


COLDWATER CREEK: Lowenstein Retained as Creditor Committee Counsel
------------------------------------------------------------------
Lowenstein Sandler LLP was recently retained as unsecured
creditors' committee counsel in the Chapter 11 bankruptcy case of
clothing retailer Coldwater Creek Inc. based in Sandpoint, Idaho.

On April 11, 2014, Coldwater Creek announced that the Company and
all of its subsidiaries have filed voluntary petitions under
Chapter 11 in the U.S. Bankruptcy Court in Wilmington, Delaware,
in order to facilitate an orderly wind-down of its operations.

As a result, the Company generally has stopped purchasing goods
and services except for those that it believes are essential to
supporting an orderly wind-down of operations.

The U.S. Bankruptcy Code mandates that unpaid debts for goods and
services provided to Coldwater Creek prior to the Chapter 11
filing date cannot be paid without specific bankruptcy court
approval.

Any such claims will be addressed as part of the process moving
forward.  If you have a pre-petition claim for goods and services,
you will be notified as to the procedures to follow to file a
proof of claim.

Coldwater Creek's claims agent, PrimeClerk, will provide the
appropriate forms to claimants once a deadline for filing claims
has been set.  Proof of claim forms and other information about
the claims process will be available at a web site maintained by
PrimeClerk at http://cases.primeclerk.com/coldwateror by calling
1-855-360-2999.

                      About Coldwater Creek

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

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.  Additionally, approximately 30 employees are
employed by a non-debtor affiliate of the Debtors in a foreign
registered office based in Hong Kong.

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

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

The Debtors have drawn $37.5 million and have approximately $10
million in letters of credit outstanding under a senior secured
credit facility (ABL facility) provided by lenders led by Wells
Fargo Bank, National Association, as agent.  The Debtors also owe
$96 million, which includes accrued interest and approximately $23
million representing a prepayment premium payable, under a term
loan from lenders led by CC Holding Agency Corporation, as agent.
The obligations owed by the Debtors under the ABL credit agreement
are secured by first priority liens over the Debtors' accounts
receivables and inventory and a second priority lien on all of the
other assets. The term loan agreement is secured by a second
priority lien on accounts receivable and inventory and a first
priority lien on all of the other assets.  Aside from the funded
debt, the Debtors have accumulated a significant amount of accrued
and unpaid trade and other unsecured debt in the normal course of
their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.  Prime Clerk
maintains a web site at http://cases.primeclerk.com/coldwater


COMMUNITY HOME: Ch. 11 Trustee Hires Smith & Co as Accountant
-------------------------------------------------------------
Kristina M. Johnson, the Chapter 11 trustee of Community Home
Financial Services, Inc., asks for permission from the U.S.
Bankruptcy Court for the Southern District of Mississippi to
employ Stephen Smith, C.P.A. of Stephen Smith & Company, P.C.,
Certified Public Accountants as her accountant, nunc pro tunc to
Jan. 8, 2014.

Smith & Co. will serve as accountant and perform the services
requested by the Trustee including, but not limited to, the
preparation of monthly operating reports, handling employment tax
and related issues, and to provide other accounting services from
time to time.

The Trustee has agreed to employ Smith & Co. at its normal hourly
rate of $250 per hour.

Smith & Co. will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

Smith & Co. can be reached at:

       Stephen Smith, C.P.A.
       STEPHEN SMITH & COMPANY P.C.
       Certified Public Accountants
       1855 Crane Ridge Drive, Suite D
       Jackson, MS 39216
       Tel: (601) 352-6767

                   About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.  A hearing to confirm the Plan was set for Sept. 17, 2013.

Later in 2013, interested parties Edwards Family Partnership, LP,
and Beher Holdings Trust filed a motion to dismiss or, in the
alternative, to convert to Chapter 7 the Debtor's case.

In January 2014, the U.S. Trustee appointed Kristina M. Johnson as
Chapter 11 trustee for the Debtor's case.  Ms. Johnson is a
partner at the law firm Jones Walker LLP.  The Chapter 11 trustee
has engaged her law firm, led by Jeffrey R. Barber, Esq., as
counsel in the case.

Following the appointment of the Chapter 11 trustee, the Court
authorized Derek A. Henderson, Esq., and David M. Mullin, Esq. at
the law firm of Mullin, Hoard & Brown to withdraw as counsel for
the Debtor.

The Court also has entered orders holding in abeyance the (i)
confirmation of the Debtor's Chapter 11 Plan; and (ii) the
objection and amended objection to the confirmation of Plan
pending further Court order.  Judge Ellington also held in
abeyance the motion of Edwards Family Partnership and Beher
Holdings Trust's motion to dismiss or convert.  EFP and BHT have
alleged they hold 99.9% of the claims in the Chapter 11 case.

In April 2014, William "Butch" Dickson, the Debtor's founder, was
indicted on charges that he defrauded the Company of more than $9
million.  He could face decades in prison and millions of dollars
in fines. Prosecutors also want him to forfeit the money in
question, according to an Associated Press report.


COMMUNITY HOME: Ch. 11 Trustee Taps Vantium Capital as Servicer
---------------------------------------------------------------
Kristina M. Johnson, the Chapter 11 trustee of Community Home
Financial Services, Inc. asks for permission from the U.S.
Bankruptcy Court for the Southern District of Mississippi to
employ Vantium Capital, Inc., a Delaware Corporation doing
business as Acqura Loan Services ("Servicer"), and to approve
settlement authority in the above-styled Chapter 11 proceeding.

The Trustee requires Vantium Capital to:

   (a) collect payments and deposit those payments (net of
       Servicer's fees) into U.S. Trustee approved accounts and
       remitting net amounts to the Trustee on a monthly basis;

   (b) provide reports of payments received; and

   (c) interact with borrowers.

Vantium Capital will be compensated out of amounts it collects for
the Trustee and will deduct its monthly fees and expenses before
remitting the monthly balance to the Trustee.

Alan Sercy, executive vice president of the Strategic Recovery
Group of Vantium Capital, 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.

Vantium Capital can be reached at:

       Alan Sercy
       VANTIUM CAPITAL, INC.
       7668 Warren Pkwy, Suite 325
       Frisco, TX 75034
       Tel: (866) 715-6199
       Fax: (972) 644-3356

                   About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.  A hearing to confirm the Plan was set for Sept. 17, 2013.

Later in 2013, interested parties Edwards Family Partnership, LP,
and Beher Holdings Trust filed a motion to dismiss or, in the
alternative, to convert to Chapter 7 the Debtor's case.

In January 2014, the U.S. Trustee appointed Kristina M. Johnson as
Chapter 11 trustee for the Debtor's case.  Ms. Johnson is a
partner at the law firm Jones Walker LLP.  The Chapter 11 trustee
has engaged her law firm, led by Jeffrey R. Barber, Esq., as
counsel in the case.

Following the appointment of the Chapter 11 trustee, the Court
authorized Derek A. Henderson, Esq., and David M. Mullin, Esq. at
the law firm of Mullin, Hoard & Brown to withdraw as counsel for
the Debtor.

The Court also has entered orders holding in abeyance the (i)
confirmation of the Debtor's Chapter 11 Plan; and (ii) the
objection and amended objection to the confirmation of Plan
pending further Court order.  Judge Ellington also held in
abeyance the motion of Edwards Family Partnership and Beher
Holdings Trust's motion to dismiss or convert.  EFP and BHT have
alleged they hold 99.9% of the claims in the Chapter 11 case.

In April 2014, William "Butch" Dickson, the Debtor's founder, was
indicted on charges that he defrauded the Company of more than $9
million.  He could face decades in prison and millions of dollars
in fines. Prosecutors also want him to forfeit the money in
question, according to an Associated Press report.


CONNOLLY CORP: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
--------------------------------------------------------------
Moody's assigned debt ratings to Connolly Corp., including B2
Corporate Family Rating ("CFR"), B2-PD Probability of Default
rating ("PDR"), B1 first lien debt and Caa1 second lien debt
instrument ratings. Debt proceeds, along with new and rolled over
equity, will be used to effect Connolly's $1.20 billion
acquisition of iHealth Technologies ("iHealth"). Upon completion
of the transaction, Moody's will withdraw ratings on existing debt
at Connolly LLC. The ratings outlook is stable.

Ratings Rationale

Connolly will be acquiring iHealth for 14 times 2013 EBITDA, with
incremental debt at the merged company bringing pro-forma debt-to-
EBITDA leverage to approximately 6.3 times, which is weak for a B2
rating. However, although half Connolly's size, iHealth is solidly
profitable, and its service offering is complementary to
Connolly's. iHealth provides screening of medical claims before
the bills are paid to healthcare providers, while Connolly
provides technology -- based recovery audit services to health
insurers and the Centers for Medicaid and Medicare ("CMS") after
those entities have made payments on claims. Moody's believe the
combined company, a market leader in payment integrity services,
can capitalize on the industry's favorable trends, which include
increased healthcare spending as a result of inflation and
coverage expansion and greater, regulatory-driven complexity in
the billing process itself.

Because the CMS's decision to suspend audits of short-stay claims
will dramatically impact Connolly's 2014 EBITDA, which Moody's see
(pre-acquisition) tumbling by about 25%, the combined company's
absolute EBITDA will be lower than the 2013 pro-forma level, and
Moody's thus expect leverage to rise, slightly, by year-end,
relative to Moody's 6.3 times pro-forma opening leverage.
Nevertheless, the combined company, with pro-forma revenues of
$450 million and solid EBITDA margins, can generate free cash
flows representing a mid-single-digit-percentage of debt, strong
for a B2 rating. Moody's notes, however, that the all-floating-
rate-debt capital structure could hamper free cash flows if
interest rates rise significantly. Moody's does not expect
leverage to improve to below 6.0 times until sometime in 2016.

Positive fundamentals in the healthcare industry, as well the
improved customer diversity resulting from the iHealth
acquisition, support Moody's stable outlook for Connolly. The
ratings could be upgraded if Connolly integrates iHealth
successfully, renews large contracts, resumes growth in its scale
while maintaining profitability, and demonstrates a track record
of debt reduction such that debt/EBITDA is sustained below the 5.0
times level. Conversely, the ratings could be downgraded if the
company falters in absorbing iHealth; if the CMS contract is not
extended under reasonable economic terms; if Connolly loses a
significant customer; if pricing pressure leads to Moody's
expectation of ongoing margin compression, or; if free cash flow
(CFO less capex and dividends)/debt falls to the mid- or single-
digit percentages.

Assignments:

Issuer: Connolly Corporation

Probability of Default Rating, Assigned B2-PD

Corporate Family Rating, Assigned B2

First lien senior secured revolver and term loan facilities,
Assigned B1, LGD3, 37 %

Second lien senior secured term loan facility, Assigned Caa1,
LGD5, 89 %

Withdrawals:

Issuer: Connolly, LLC

Probability of Default Rating, Withdrawn, previously rated B2-PD

Corporate Family Rating, Withdrawn, previously rated B2

Senior secured bank credit facilities due January 2019 and 2021,
Withdrawn, previously rated B2

Connolly, LLC is a leading provider of technology-enabled recovery
audit services to health insurers and the Centers for Medicare and
Medicaid Services, as well as to retail businesses. Moody's
anticipate Connolly, including its acquisition of iHealth
Technologies, will generate revenues of about $450 million in
2014. Private equity firm Advent International bought Connolly for
a 12 times multiple in mid-2012, with the founding Connolly family
retaining a 19% stake.


CONNOLLY LLC: S&P Affirms 'B' CCR on iHealth Acquisition
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Wilton, Conn.-based Connolly LLC and assigned its
'B' corporate credit rating to Connolly Corp.  The outlook is
stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed first-lien senior
secured credit facilities, which will consist of a $810 million
term loan due 2021 and a $75 million revolving credit facility due
2019.  The 'B' rating is at the same level as the corporate credit
rating.  The '3' recovery rating indicates S&P's expectation for
lenders to receive average (50% to 70%) recovery in the event of a
payment default.

Additionally, S&P assigned its 'CCC+' issue-level rating and '6'
recovery rating to the company's proposed $265 million second-lien
term loan due 2022.  The 'CCC+' rating is two notches below the
corporate credit rating.  The '6' recovery rating indicates S&P's
expectation for lenders to receive negligible (0% to 10%) recovery
in the event of payment default.

S&P expects the company to use proceeds from the transaction to
refinance existing debt and fund the acquisition of iHealth
Technologies Inc.  S&P anticipates the transaction will be
completed in May 2014.  Upon completion of the transaction, S&P
will withdraw its corporate credit rating on Connolly LLC and its
issue ratings on the company's $30 million revolving credit
facility and $320 million secured loan, which will be repaid in
connection with this transaction.

"Despite our forecast for credit metrics to materially deteriorate
over the next year, we believe the company will support the heavy
debt load as the combined company will offer both pre-pay and
post-pay audit recovery services to an expanded and more
diversified customer base," said Standard & Poor's credit analyst
Linda Phelps.  "In addition, we anticipate the company will use a
portion of its operating cash flow to reduce debt balances.  We
will look for the company to sustain leverage below 7x over the
next year to maintain a stable outlook."


CONSTRUCTION RESOURCES: La. Court Rules on Dispute Over Atty Fees
-----------------------------------------------------------------
A three-judge panel of the Court of Appeals of Louisiana, Third
Circuit, ruled in GALLOWAY JEFCOAT, LLP, v. D. PATRICK ("RICK")
KEATING, No. 13-1069 (La. App.), a dispute involving the division
of attorney's fees between a bankruptcy attorney and a firm.  Mr.
Keating, the bankruptcy attorney, with a practice established
prior to his employment with the firm, was later terminated by the
firm for what it deemed improper retention of fees collected by
the attorney.

The firm filed suit against Mr. Keating for recovery of the fees
and its damages suffered as a result of having to reallocate the
time of salaried employees to investigate the activities of the
attorney in representing its clients.  The attorney reconvened
against the firm for fees or for the monthly bonus that he
contended entitlement to under his employment agreement.

The trial court's judgment awarded the firm fees that it deemed
were improperly retained by the attorney, but involuntarily
dismissed the firm's claim for damages suffered for reallocation
of the time of its salaried employees. Both the attorney and the
firm appeal.

Appeals Court Judges John D. Saunders, Marc T. Amy, and J. David
Painter, amend the trial court's judgment to reflect the
attorney's entitlement to his percentage of the fees from one
particular client as mandated by the employment agreement.

Judge Saunders, who penned the decision, noted that Mr. Keating
raised four assignments of error.  "We find substance in his
assertion that the trial court erred in failing to recognize his
entitlement the contracted share of the fees earned in
representing Construction Resources Link, Inc. for work that was
completed prior to his termination. Therefore, we amend the trial
court's judgment to reflect this finding. We find that Keating's
remaining assignments of error are without merit," Judge Saunders
wrote.

Galloway Jefcoat raised a single assignment of error.  "We find a
reasonable basis for the trial court to involuntarily dismiss the
items that it did from Galloway Jefcoat's claim.  We assess the
costs of these proceedings one half to each Keating and Galloway
Jefcoat," Judge Saunders said.

A copy of the Court's April 23, 2014 decision is available at
http://is.gd/CZTViafrom Leagle.com.

Counsel to D. Patrick ("Rick") Keating is:

     Leslie J. Schiff, Esq.
     Schiff, Scheckman & White LLP
     P. O. Box 10
     Opelousas, LA 70571-0010
     Tel: (337) 942-9771

Counsel to Galloway Jefcoat:

     Lamont Paul Domingue, Esq.
     Hoai T. Hoang, Esq.
     VOORHIES & LABBE
     P. O. Box 3527
     Lafayette, LA 70502-3527
     Tel: (337) 232-9700

                 About Construction Resources Link

Construction Resources Link, Inc., in Abbeville, Louisiana, filed
for Chapter 11 (Bankr. W.D. La. Case No. 07-51458) on Dec. 8,
2007.  The Debtor -- http://www.constructionresourceslink.net/--
fabricates structural metal for ships welding and brazing and
soldering services.  D. Patrick Keating, Esq., served as counsel
in the case.  In its petition, CRL listed total assets of
$3,221,710 and total debts of $2,532,375.


DETROIT, MI: GOP Speaker Accused of Union Busting
-------------------------------------------------
Tim Skubick, Politics Columnist for MLive.com, said Michigan House
GOP Speaker Jase Bolger has been accused of trying to union bust
in Detroit's bankruptcy deal. The Speaker had suggested that
unions in Detroit pony up some of their own cash to help solve the
pension mess.  The report said the Speaker has angered some folks
on the issue of strings attached to state aid for the Detroit
bankruptcy.

"It was asinine," Sen. Coleman Young, Jr. (D-Detroit) said,
according to MLive.com's Mr. Skubick.  "Break them, bust them,
destroy them, annihilate them, or take them to deep water and
drown them; whatever you want to call it. He's trying to make them
deplete (their coffers). It's a political stunt," Sen. Young said.

MLive.com's Jonathan Oosting reported that Michigan Gov. Rick
Snyder's push to boost a Detroit bankruptcy settlement with up to
$350 million in state money hit a speed bump when the Speaker
indicated he may not hold a vote unless unions also contribute to
the deal.

"I think it's entirely reasonable to expect the unions to give
back to the very people they profited from," Mr. Bolger (R-
Marshall) said in a statement on April 18, according to
MLive.com's Mr. Oosting.  Mr. Bolger's statement was made one day
after a union attorney indicated that retirees want state
lawmakers to approve up to $350 million in state funding before
they vote on the plan.

"The union leaders made these deals that couldn't possibly have
been afforded; they built up their own savings from membership
dues paid for by unaffordable contracts. Now they want to walk
away, effectively leaving the retirees they are supposed to have
represented holding the bag," Mr. Bolger said.

MLive.com reported that Gov. Snyder said April 23 that a financial
contribution from employee unions was not on the state's list of
settlement conditions, but he also rejected the suggestion that
Mr. Bolger had "gone rogue" by making the demand.

"People have different perspectives on what should be required,"
Mr. Snyder explained. "I appreciate (Bolger). He's been a pro-
active person talking about wanting to get this settled, so he
just has additional things he wants to talk about."

Meanwhile, the Associated Press reported that U.S. Treasury
Secretary Jacob Lew planned to visit Detroit to explore ways to
promote job creation and economic growth.  The AP said Mr. Lew on
Thursday evening April 24 planned to convene a meeting with
foundation leaders to discuss ways the nonprofit sector can help.
The focus will be creating and investing in programs that support
economic development, promote education and workforce skills
training, and increase access to capital.  On Friday April 25, Mr.
Lew planned to tour New Center Stamping, a Detroit business that
received $3.7 million in funding from the Treasury Department's
State Small Business Credit Initiative. He also was to meet with
area business and community leaders to discuss bankrupt Detroit's
economy.

             Plan Confirmation Pushed Back to July 24

As reported by the Troubled Company Reporter on April 24, 2014,
Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, 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.

According to MLive.com, the latest adjustment plan would reduce
monthly checks for general retirement system pensioners by 4.5%
and freeze cost of living increases.  Police and fire pensioners
would not see their monthly checks reduced but would take a 55%
loss in annual cost of living adjustments.  But without outside
funding, including the state contribution, the monthly pension
check reductions for general retirees could end up as high as 29%.

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 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."

On April 19, the Associated Press reported that the names of high-
profile businessmen Dan Gilbert and Roger Penske are among those
on a witness list for a court proceeding this summer on Detroit's
plan to exit bankruptcy.  The list has grown to 30 and also
includes Emergency Manager Kevyn Orr and Mayor Mike Duggan.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT PUBLIC: Moody's Lowers Issuer Rating to B3; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 the issuer
rating of Detroit Public Schools, MI (DPS). The issuer rating is
based upon an implicit general obligation unlimited tax (GOULT)
security and, while the majority of the district's outstanding
debt is secured by a voter-approved GOULT pledge, those bonds do
not carry the B3 rating. The district's $1.6 billion of
outstanding GOULT bonds are further secured by the state's School
Bond Qualification and Loan Program (SBQLP). Moody's maintains the
enhanced Aa2 programmatic rating on those bonds. The Michigan
constitution requires the state to lend a school district
sufficient funds to make timely debt service payments, if
necessary, on qualified bonds.

Additional debt of the district includes $108 million due to the
Michigan School Loan Revolving Fund (SLRF) for loans issued to pay
debt service on qualified GOULT bonds and $325 million of
outstanding long-term state aid revenue bonds. Repayment of SLRF
loans is secured by the district's GOULT pledge, while debt
service on the revenue bonds carries a pledge of state aid. The
outlook on the issuer rating remains negative.

Summary Rating Rationale

The B3 issuer rating primarily reflects a continuance of
operational imbalance that further challenges the district's
ability to address its accumulated General Fund deficit. A long-
term trend of declining enrollment has contributed to annual loss
of operating revenue and, while the year-over-year fall in
enrollment in fiscal 2014 was much more moderate compared to
earlier years, there is little indication that the district's
student population will fully stabilize in the near term.
Management has made concerted efforts to reduce costs and align
annual expenditures with revenue, but material improvement in the
district's financial position will likely require stabilization of
current enrollment and revenue trends, a prospect that remains
weak in the current economic environment of the City of Detroit
(Caa3 negative).

The rating additionally incorporates the district's very high debt
burden and an operating budget that is constrained by an elevated
amount of fixed costs. Absent additional corrective action,
financial operations could face growing stress tied to limitations
on the district's ability to borrow for short-term cash flow
needs. The maintenance of a negative outlook reflects the
expectation that operational stress, balance sheet weakness,
elevated leverage, and economic challenges will continue to exert
growing pressure on the district's underlying credit quality.

Strengths

-- State oversight of district operations given continued tenure
    of a state-appointed emergency manager with broad powers to
    address operational pressures

Challenges

-- Sustained deficit position in the General Fund that grew to
    12% of operating revenues in fiscal 2013 and is budgeted to
    worsen in fiscal 2014 due to ongoing operational imbalance

-- Substantial tax base leverage indicated by direct and overall
    debt burdens that greatly exceed local government averages

-- Fixed costs comprise a growing share of financial operations
    as revenues continue to decline and could ultimately
    constrain the district's cash flow margins

-- Continued declines in enrollment tied to loss of population
    and a growing charter school presence

-- Challenged economic and demographic profile evidenced by
    elevated unemployment, population loss and a cumulative 36%
    decline in full valuation over the past six years

Outlook

The negative outlook reflects the expectation that operational
stress, balance sheet weakness, elevated leverage, and economic
challenges will continue to exert growing pressure on the
district's underlying credit quality.

What Could Move The Rating UP

  Resolution of ongoing operational imbalance in the General Fund
  that reduces the district's accumulated deficit

What Could Move The Rating DOWN

  Further operating shortfalls that exacerbate the current
  deficit position

  Heightened risk of cash flow insufficiency due to statutory
  limits on short-term borrowing

  Growth in the district's elevated debt burden

  Additional economic deterioration, such as an increase in
  unemployment or continued tax base depreciation


DEWEY & LEBOEUF: Notice Did Not Satisfy WARN Exceptions
-------------------------------------------------------
Bankruptcy Judge Martin Glenn of the U.S. Bankruptcy Court for
the Southern District Court of New York issued a memorandum
opinion and order granting plaintiff's motion to strike
affirmative defenses in the adversary proceeding styled VITTORIA
CONN, on behalf of herself and all others similarly situated
Plaintiff, v.DEWEY & LEBOEUF LLP, Defendant, CASE NO. 12-12321
(MG), ADV. PROC. NO. 12-01672 (MG).

Vittoria Conn, on behalf of herself and other former employees of
Dewey & LeBoeuf LLP in this certified class action adversary
proceeding, sought to impose WARN Act liability on the Dewey
bankruptcy estate because Dewey terminated employment of the
class without providing the 60 or 90 days' advance notice
required by federal and New York law, respectively. Dewey's
answer to the complaint asserted affirmative defenses including
two that are the subject of the pending motion for partial
summary judgment or, in the alternative, for judgment on the
pleadings -- first, the "faltering company" exception to
liability, and, second, the "unforeseeable circumstances"
exception to liability.  The statutory predicate for a WARN
defendant to trigger either of these affirmative defenses is (1)
shortened notice to employees (i.e., "as much notice as is
practicable" when less than the required 60 or 90 days' notice is
given) that (2) must include a "brief statement" explaining why
these particular Exceptions to liability apply in the
circumstances.

The Plaintiff's counsel argued that the shortened notice --
including the required brief statement -- must be in writing.
Dewey's counsel acknowledged that the shortened notice must be in
writing but argued that the required brief statement need not be
included in the written notice. It is undisputed that a written
notice was given, and that it did not include the required brief
statement. Dewey argued that two separate letters plus oral
statements made at one or more meetings when some but not all
employees were present suffices to satisfy the notice
requirement. The issue for the Court, therefore, is straight-
forward: must the required brief statement be included in the
written notice before a WARN Act defendant may rely on the
faltering company or unforeseeable circumstances affirmative
defenses?

Judge Glenn concluded that the answer is YES; the notice --
including the required brief statement -- must be in writing.
Since the required brief statement was not included in the
written notice that was given here, the motion for summary
judgment or for judgment on the pleadings striking the first and
second affirmative defenses is granted, he said.

"Dewey does not qualify for the WARN Exceptions," ruled Judge
Glenn. "Dewey provided written WARN notices on shortened time.
Those notices did not contain the necessary brief statements for
Dewey to satisfy the WARN Exceptions. Although Dewey attempted to
supplement the WARN notices with firmwide meetings delivering the
brief statements, the Court rejects the argument that those
meetings complied with the WARN Acts' provisions. The facts here
demonstrate why an employer should not be permitted to deliver
the brief statements separately: not all class members attended
the meetings, and what was said is subject to dispute. Dewey's
position raises the type of post-hoc, litigation-oriented
argument that the WARN Acts' bright lines are intended to avoid."

A copy of the Bankruptcy Court's April 10, 2014 memorandum
opinion and order is available at http://is.gd/KSaB9X from
Leagle.com.

Attorneys for Vittoria Conn are:

     Jack A. Raisner, Esq.
     OUTTEN & GOLDEN LLP
     3 Park Avenue, 29th Floor
     New York, NY 10016

Attorneys for Dewey & Lebouef LLP, as Defendant in Adv. Pro. No.
12-01672-mg, are:

     Joshua M. Davis, Esq.
     Elizabeth K. Levine, Esq.
     GOULSTON & STORRS, P.C.
     400 Atlantic Avenue
     Boston, MA 02110
     E-mail: jdavis@goulstonstorrs.com
             elevine@goulstonstorrs.com

                      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.


DOLAN COMPANY: Wins Final Approval of Stock Trading Protocol
------------------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Delaware, approved on a
final basis, procedures relating to the transfers of The Dolan
Company, et al. common stock and 8.5% series B cumulative
preferred stock.

As of Dec. 31, 2013, the Debtors estimate that they have net
operating losses in the amount of approximately $150 million.  The
NOLs are of significant value to the Debtors and their estates
because the Debtors can carry forward their NOLs to offset their
future taxable income for up to 20 years, thereby reducing their
future aggregate tax obligations.  In addition, the NOLs may be
utilized by the Debtors to offset any taxable income generated by
transactions consummated during the Chapter 11 cases.

Pursuant to the Final Order, a party that has, or, after a
proposed transaction, will have, beneficial ownership of at least
1,400,000 shares of common stock or 31,500 shares of Preferred
Stock may not consummate any purchase, sale or other transfer of
common stock or preferred stock or beneficial ownership of the
securities in violation of the procedures, and any such
transaction in violation of the procedures is null and void ab
initio.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  The Company has said it expects to
emerge from bankruptcy within two months.

Judge Brendan L. Shannon oversees the cases.  Marc Kieselstein,
P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at
Kirkland & Ellis LLP, serve as the Debtors' counsel.  Timothy P.
Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.

Kevin Nystrom serves as the Company's chief restructuring officer.
Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

Bayside Capital is represented in the case by Akin Gump Strauss
Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link
Schultz, Esq.

The Bankruptcy Court scheduled for May 1, 2014 at 9:00 a.m. a
combined hearing to approve the disclosure statement and confirm
the Joint Prepackaged Chapter 11 plan.  Objections to the Plan
were due April 24.


DOLAN COMPANY: Court Sets May 22 as Claims Bar Date
---------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Delaware, has established
May 22, 2014, at 4:00 p.m. prevailing Eastern Time, as the
deadline for creditors, other than governmental units, to file
proofs of claim against The Dolan Company and its affiliated
debtors.

Creditors who have or may have an unsecured non-priority claim in
an amount equal to or greater than $100,000 on account of a single
act or occurrence against the Debtors that arose before March 23,
2014, must file a proof of claim by the bar date.

Meanwhile, governmental entities have until Sept. 19, 2014, at
4:00 p.m. prevailing Eastern Time, to file proofs of claim.

Government units who have or may have an unsecured non-priority
claim in an amount equal to or greater than $100,000 on account of
a single act or occurrence against the Debtors that arose before
March 23, 2014, must file a proof of claim by the bar date.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  The Company has said it expects to
emerge from bankruptcy within two months.

Judge Brendan L. Shannon oversees the cases.  Marc Kieselstein,
P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at
Kirkland & Ellis LLP, serve as the Debtors' counsel.  Timothy P.
Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.

Kevin Nystrom serves as the Company's chief restructuring officer.
Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

Bayside Capital is represented in the case by Akin Gump Strauss
Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link
Schultz, Esq.

The Bankruptcy Court scheduled for May 1, 2014 at 9:00 a.m. a
combined hearing to approve the disclosure statement and confirm
the Joint Prepackaged Chapter 11 plan.  Objections to the Plan
were due April 24.


DOLAN CO: Appoints Five-Member Official Equity Committee
--------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that she has
appointed five members to the official committee of equity
security holders in the Chapter 11 cases of The Dolan Company.

The Committee members are:

   (1) Leap Tide Capital Management
       Attn: Jan Loeb
       10451 Mill Run Cir.
       Owings Mills, MD 21117
       Phone: 410-654-3315
       Fax: 410-654-3316

   (2) Alexandre Zyngier
       600 Mamarone Ave., 4th Fl.
       Harrison, NY 10528
       Phone: 914-565-9129

   (3) Greywolf Capital Management
       Attn: Joe McInnis
       4 Manhattanville Rd., Ste. 207
       Phone: 914-251-8200
       Fax: 914-251-8244

   (4) Severn River Capital Management
       Attn: Stephen Scott Roth
       12 Havemeyer Pl., 1 Fl.
       Greenwich, CT 06830
       Phone: 203-971-3610
       Fax: 866-856-9570

   (5) DS Fund I LLC
       Attn: Jake Miller
       1440 Broadway, 23rd Fl.
       New York, NY 10018
       Phone: 646-512-5090

The Equity Committee is represented by Neil B. Glassman, Esq. --
NGlassman@bayardlaw.com -- GianClaudio Finizio, Esq. --
GFinizio@bayardlaw.com -- and Justin R. Alberto, Esq. --
JAlberto@bayardlaw.com -- at BAYARD, P.A., in Wilmington,
Delaware; Robert J. Stark, Esq., at BROWN RUDNICK LLP, in New
York; and Steven B. Levine, Esq., at BROWN RUDNICK LLP, in Boston,
Massachusetts.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Kevin Nystrom serves as the Company's chief restructuring officer.
Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Bankruptcy Court scheduled for May 1, 2014 at 9:00 a.m. a
combined hearing to approve the disclosure statement and confirm
the Joint Prepackaged Chapter 11 plan.  Judge Brendan L. Shannon
oversees the case.  Objections to the Plan are due April 24.

Bayside Capital is represented in the case by:

     AKIN GUMP STRAUSS HAUER & FELD LLP
     Michael S. Stamer, Esq.
     One Bryant Park
     Bank of America Tower
     New York, NY 10036-6745
     Tel: 212-872-1025
     Fax: 212-872-1002

          - and -

     Sarah Link Schultz, Esq.
     1700 Pacific Avenue, Suite 4100
     Dallas, TX 75201-4624
     Tel: 214-969-4367
     Fax: 214-969-4343


DOLAN CO: U.S. Trustee, Shareholders Object to Ch. 11 Plan
----------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, and the
Official Committee of Equity Security Holders complain that the
disclosure statement explaining The Dolan Company, et al.'s Joint
Prepackaged Plan of Reorganization does not satisfy the adequate
information standard of Section 1125 of the Bankruptcy Code.

The U.S. Trustee specifically pointed out that the Disclosure
Statement lacked financial information and failed to disclose the
substantial increases in interest rates and fees paid under the
credit agreement in the months preceding the Petition Date.

The Equity Committee pointed out that the explanation of the
disclosure statement of the valuation approach used by the
Debtors' financial advisor, Peter J. Solomon Company, omits any of
the analytics customarily included in valuation analyses.  The
Equity Committee also complained that it is not clear from the
text of the summary in the Disclosure Statement to what extent
PJSC incorporated other potential sources of value such as net
operating loss carry-forwards in the face amount of more than $150
million.

The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on May 1, 2014, at 9:00 a.m., to consider, among
other things, the adequacy of the disclosure statement explaining
the Debtors' Plan and the confirmation of such Plan.

On April 24, the Debtors filed supplements to the Plan, including
Form of New Topco Operating Agreement, Form of the New Corporate
Governance Documents, Form of Exit Facility Credit Agreement, Form
of SVP Operating Agreement, and Form of Seller Note Assignment
Documents.  Full-text copies of the Plan Supplement are available
at http://bankrupt.com/misc/DOLANplanex0424.pdf

The U.S. Trustee is represented by David L. Buchbinder, Esq.,
Trial Attorney, Office of the United States Trustee, in
Wilmington, Delaware.

The Equity Committee is represented by Neil B. Glassman, Esq.,
GianClaudio Finizio, Esq., and Justin R. Alberto, Esq., at BAYARD,
P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at BROWN
RUDNICK LLP, in New York; and Steven B. Levine, Esq., at BROWN
RUDNICK LLP, in Boston, Massachusetts.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Kevin Nystrom serves as the Company's chief restructuring officer.
Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Bankrupcy Court scheduled for May 1, 2014 at 9:00 a.m. a
combined hearing to approve the disclosure statement and confirm
the Joint Prepackaged Chapter 11 plan.  Judge Brendan L. Shannon
oversees the case.  Objections to the Plan are due April 24.

Bayside Capital is represented in the case by:

     AKIN GUMP STRAUSS HAUER & FELD LLP
     Michael S. Stamer, Esq.
     One Bryant Park
     Bank of America Tower
     New York, NY 10036-6745
     Tel: 212-872-1025
     Fax: 212-872-1002

          - and -

     Sarah Link Schultz, Esq.
     1700 Pacific Avenue, Suite 4100
     Dallas, TX 75201-4624
     Tel: 214-969-4367
     Fax: 214-969-4343


EARTHBOUND INTERACTIVE: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Earthbound Interactive, LLC
        12115 W. Bluff Creek Dr.
        Playa Vista, CA 90094

Case No.: 14-17888

Chapter 11 Petition Date: April 24, 2014

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Hon. Thomas B. Donovan

Debtor's Counsel: Gary Leibowitz, Esq.
                  THE LAW OFFICE OF GARY LEIBOWITZ
                  4050 Katella Ave Ste 201
                  Los Alamitos, CA 90720
                  Tel: 562-430-6002
                  Fax: 562-430-8187
                  Email: attorneygary@gmail.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dr. Blaine Behringer, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-17888.pdf


ECOTALITY INC: Has Until May 15 to File Chapter 11 Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona extended the
exclusive periods of Ecotality Inc. and its debtor affiliates to:

  a) file a Chapter 11 plan until May 15, 2014; and
  b) solicit acceptances of that plan until July 14, 2014.

This is the Debtors' third extension request.

The Debtors tell the Court that they continue to make progress in
their efforts to propose a joint Chapter 11 plan with an
accompanying disclosure statement.  Since the successful closing
of various sales concerning substantially all of the Debtors'
assets in mid-October, they and their professional advisors have
made significant headway in formulating, evaluating, reviewing and
documenting various plan structures with the goal of maximizing
creditor recoveries, according to the Debtors.

The Debtors add they initially believed that a straight
liquidating plan would best maximize the recoveries for creditors.
After active discussions with the Official Committee of Unsecured
Creditors and certain parties in interest, they have sought to
assess, in conjunction with those parties, the relative advantages
and disadvantages of developing and soliciting votes on a plan of
reorganization as compared to the previously contemplated plan of
liquidation.

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


EDISON MISSION: Joint Reorganization Plan Declared Effective
------------------------------------------------------------
Edison Mission Energy, et al., notified the U.S. Bankruptcy Court
for the Northern District of Illinois that the Effective Date of
their Joint Plan of Reorganization occurred on April 1, 2014.

The Debtors related that they have consummated the transactions
contemplated under the Plan, including the sale transaction and
the settlement with Edison International.  The Debtors related
that:

   a) the Reorganization Trust received the estimated cash
      purchase price of approximately $3,024,181,595 and
      12,671,977 shares of NRG Energy, Inc. common stock as
      part of the sale transaction and pursuant to the
      purchase agreement, and

   b) the Reorganization Trust received the Effective Date
      Cash Amount of $225,000,000 as contemplated under the
      EIX Settlement Agreement.

In accordance with the Plan, the Reorganization Trust has
commenced the distributions provided for under the Plan.

According to the Debtors, all final requests for payment of
Accrued Professional Compensation Claims incurred during the
period from the Petition Date through the Confirmation Date must
be filed with the Bankruptcy Court by May 1, 2014.

On April 1, 2014, the Debtors filed amended versions of the
Reorganization Trust Agreement, the Amount of Disputed Claims
Reserve, and the Summary of Wind Down Budget, to supplement the
Plan.  The Amended Exhibits are integral to and part of the Plan.

A copy of the supplement is available for free at:

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

As reported in the Troubled Company Reporter, the Debtors' Plan
was approved by the Court on March 11.  Edison International said
the approved Plan incorporates the Settlement Agreement reached on
Feb. 18, 2014, between EME, Edison International, and certain of
EME's creditors.  The approval will allow the settlement, well as
the planned sale of substantially all of EME's assets and stock of
subsidiaries to NRG Energy, Inc., to be implemented.

Under the Plan and consistent with the settlement agreement, EME
will emerge from bankruptcy free of liabilities and remain a
subsidiary of Edison International.  All assets and liabilities of
EME that are not otherwise discharged in the bankruptcy or sold to
NRG Energy, Inc. will be transferred to a newly-formed trust under
the control of EME's creditors, other than certain income tax and
pension related liabilities being assumed by Edison International
under the Settlement Agreement.

The Plan provides for: (a) the sale to NRG Energy and NRG Energy
Holdings, Inc. of substantially all of EME's assets for
approximately $2.635 billion, subject to certain adjustments
provided in the Acquisition Agreement, and assumption of so-called
PoJo Leases, as modified; (b) a settlement with Edison
International -- EIX -- and certain EME noteholders pursuant
to which EME will emerge from bankruptcy free of liabilities but
will remain an indirect wholly-owned subsidiary of EIX; and (c)
the transfer of substantially all remaining assets and liabilities
of EME that are not otherwise discharged in the bankruptcy or
transferred to NRG to the Reorganization Trust.  Once consummated,
the Plan will result in recoveries of over 80% for holders of
unsecured claims against EME and payment in full in cash of claims
against EME's subsidiaries.

NRG Energy, Inc. earlier said the acquisition of EME's portfolio
of renewable and conventional generation assets will make NRG the
largest competitive US power company with about 53,600 megawatts
of generating capacity.  EME's substantial wind generation
portfolio, combined with NRG's leading solar portfolio, will make
NRG the third-largest US-based renewable energy generation
company.  NRG said it expects to close the transaction by the end
of the first quarter of 2014, following FERC approval.

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors, other than Camino Energy Company, are also
represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer,
Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland &
Ellis LLP, in New York.  Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.


EDISON MISSION: May 15 Hearing on Retiree Benefits Termination
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until May 15, 2014, at 10:00 a.m., the hearing to
consider Edison Mission Energy, et al.'s motion to terminate
retiree benefits immediately following the effective date of the
Plan of Reorganization and to terminate the Midwest Generation,
LLC Union Retiree Benefits as of March 31, 2015.

The Debtors, in a reply brief supporting its motion, stated that
the sponsoring Debtors will have no legal obligation under the
Employee Retirement Income Security Act of 1974, as amended, to
continue to provide Retiree Benefits to the Affected Retirees.
The Retiree Group has agreed to this.  In fact, it is undisputed
that each and every one of the governing Plan Documents (going
back to 1958, the earliest date of employment for any Affected
Retiree) contains express "reservation of rights" clauses that,
under well-developed Seventh Circuit case law, permit the
sponsoring Debtors to modify or terminate Retiree Benefits at any
time.

As reported in the Troubled Company Reporter on Jan. 14, 2014,
the Debtors related that the Plan provides for the sale of all or
substantially all of Debtors MWG, EME, and Midwest Generation EME,
LLC, will be sold to NRG Energy, Inc.

The Debtors stated that historically, they have been able to fund
the retiree benefits with revenues from their power generating
assets.  Soon, this will no longer be possible as following
confirmation, the Debtors will lack revenue generating operations
that would allow them to continue to fund the retiree benefits,
currently estimated to exceed $62.5 million on a present value
basis.  The Debtors add that NRG is not assuming responsibility
for the retiree benefits.

Moreover, following confirmation of the Plan, the Debtors will be
unable to administer the Retiree Benefits.  For the past 27 years,
the Debtors' corporate parent, Edison International has been
responsible for administering the Retiree Benefits.  This
arrangement will end following confirmation of the Plan.  After
confirmation, EME will not have the resources, administrative
support, personnel, or experience that would allow them to
continue to administer the Retiree Benefits following Plan
confirmation into the future.

Furthermore, the Debtors asserted that both the documents
governing the Retiree Benefits and applicable law unequivocally
permit the Sponsoring Debtors to unilaterally terminate the
Retiree Benefits.  The Debtors are only obligated to continue to
provide the Retiree Benefits to the extent such benefits are
"vested" and these benefits are not vested, the Debtors' counsel,
David R. Seligman, P.C., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, said in court papers.

In a separate order, the Bankruptcy Judge Jacqueline P. Cox
entered a protective order that will govern the designation and
handling of any documents or other information disclosed or
produced in connection with any discovery served between and among
the named retiree, the Debtors, Southern California Edison Company
and Edison International (EIX), including subpoenas, document
requests, interrogatories and depositions and all information
derived therefrom, whether or not previously produced.

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors, other than Camino Energy Company, are also
represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer,
Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland &
Ellis LLP, in New York.  Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME's Joint Plan of Reorganization was confirmed on March 11,
2014.  The Plan provides for: (a) the sale to NRG Energy, Inc. and
NRG Energy Holdings, Inc. of substantially all of EME's assets for
approximately $2.635 billion, subject to certain adjustments
provided in the Acquisition Agreement, and assumption of so-called
PoJo Leases, as modified; (b) a settlement with Edison
International -- EIX -- and certain EME noteholders pursuant
to which EME will emerge from bankruptcy free of liabilities but
will remain an indirect wholly-owned subsidiary of EIX; and (c)
the transfer of substantially all remaining assets and liabilities
of EME that are not otherwise discharged in the bankruptcy or
transferred to NRG to the Reorganization Trust.  Once consummated,
the Plan will result in recoveries of over 80% for holders of
unsecured claims against EME and payment in full in cash of claims
against EME's subsidiaries.  The Plan was declared effective on
April 1, 2014.


EDISON MISSION: To Receive Funds Under Wind Farm Project
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
entered an order:

   i) authorizing Edison Mission Energy, et al., to acknowledge
      obligations under a membership interest purchase agreement
      dated March 25, 2014, among Edison Mission Midwest II,
      Inc. (seller), Big Sky Wind, LLC (Project Company) and
      Suzlon Wind Energy Corporation (buyer); and

  ii) approving the settlement agreement contemplated by
      the purchase agreement.

The seller is the sole member of Project Company and holds all
membership interest in the project company.  The Project Company
owns the 240 MW wind farm project referred to as the Big Sky Wind
project.

The agreement provides that, among other things:

   1. the Project Company will, immediately prior to the closing,
      distribute to seller's affiliate, Edison Mission Wind, LLC
      or Edison Mission Energy immediately available fund to the
      applicable account designated for EMW and EME cash in the
      aggregate amount of $9,642,823; and

   2. at closing, Project Company will (i) pay the aggregate
      amount of $1,750,000 (cash purchase price); and (ii) pay
      EMW the amount of $700,000 which are owed to Union Bank,
      N.A., for the 90 day period from and after the closing date.

A copy of the settlement is available for free at
http://bankrupt.com/misc/EDISONMISSION_settlementorder.pdf

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors, other than Camino Energy Company, are also
represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer,
Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland &
Ellis LLP, in New York.  Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME's Joint Plan of Reorganization was confirmed on March 11,
2014.  The Plan provides for: (a) the sale to NRG Energy, Inc. and
NRG Energy Holdings, Inc. of substantially all of EME's assets for
approximately $2.635 billion, subject to certain adjustments
provided in the Acquisition Agreement, and assumption of so-called
PoJo Leases, as modified; (b) a settlement with Edison
International -- EIX -- and certain EME noteholders pursuant
to which EME will emerge from bankruptcy free of liabilities but
will remain an indirect wholly-owned subsidiary of EIX; and (c)
the transfer of substantially all remaining assets and liabilities
of EME that are not otherwise discharged in the bankruptcy or
transferred to NRG to the Reorganization Trust.  Once consummated,
the Plan will result in recoveries of over 80% for holders of
unsecured claims against EME and payment in full in cash of claims
against EME's subsidiaries.  The Plan was declared effective on
April 1, 2014.


ENERGY FUTURE: Board Meets to Consider Creditors' Proposals
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the board of Texas power-plant owner Energy Future
Holdings Corp. met to consider two creditor proposals for a
reorganization plan, according to two people with knowledge of the
talks.

According to the report, Energy Future is facing a May 1 default
deadline, when creditors could precipitate bankruptcy before there
is agreement on a reorganization to quicken a trip through Chapter
11.

           About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

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

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

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

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


EVENT RENTALS: Court Sets May 27 as Claims Bar Date
---------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Delaware, has established
May 27, 2014, at 4:00 p.m. prevailing Eastern Time, as the
deadline for creditors, other than governmental units, to file
proofs of claim against Event Rentals Inc., Class Party Rentals
Inc. and their affiliated debtors.

Governmental entities have until Aug. 12, 2014, at 4:00 p.m.
prevailing Eastern Time, to file proofs of claim.

                         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 Jeffrey M. Schlerf, Esq., and John H.
Strock, Esq., at Fox Rothschild LLP as local counsel; John K.
Cunningham, Esq., and Craig H. Averch, Esq., at 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.

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.

The Debtors disclosed that funds managed by Apollo Global
Management, LLC submitted the winning offer to acquire
substantially all of the Debtors' business at the April 21
auction.  A hearing to approve the sale is set for April 29.  The
Debtors intend to complete the sale by the end of May.


EXTENDED STAY: Lightstone Head Seeks To Revive Willkie Farr Suit
----------------------------------------------------------------
Law360 reported that founder of The Lightstone Group LLC and
former head of Extended Stay America Inc. urged a New York appeals
court to revive his legal malpractice action against Willkie Farr
& Gallagher LLP over a $100 million liability stemming from the
hotel chain's bankruptcy.

According to the report, Andrew G. Celli Jr., Esq. --
acelli@ecbalaw.com -- of Emery Celli Brinckerhoff & Abady LLP, an
attorney for Lightstone founder David Lichtenstein, told a five-
judge panel that Lichtenstein would likely have escaped personal
liability if he hadn't authorized Extended Stay's voluntary
bankruptcy filing.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-13764) on June 15, 2009.  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of $7.1 billion
and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.


FLETCHER INT'L: NJ Judge Won't Hear Richcourt Suit v. Ex-Director
-----------------------------------------------------------------
New Jersey District Judge Robert B. Kugler, granted the request of
Deborah Hicks Midanek to dismiss the complaint filed by Richcourt
Allweather Fund, Inc., et al., based on lack of personal
jurisdiction.  The judge also dismissed as moot the Plaintiffs'
cross-motion to expedite discovery.

RICHCOURT ALLWEATHER FUND, INC., et al., Plaintiffs, v. DEBORAH
HICKS MIDANEK, Defendant, Civil No. 13-4810 (RBK/AMD)(D.N.J.),
involves a falling out between directors of a group of affiliated
investment funds.  The funds, known as "funds of funds," are based
in the British Virgin Islands and Cayman Islands, and each fund is
managed by an affiliated management firm, which are not parties in
this matter.  Alphonse "Buddy" Fletcher is a director of all of
the relevant management firms except for one of them, Richcourt
Capital Management.  Richcourt Capital Management is evidently the
management firm for all of the funds located in the British Virgin
Islands (the "BVI Funds").  In February 2013, Mr. Fletcher
approached the Defendant about the possibility that she and her
firm, Solon Group, Inc., could provide advisory and consulting
services to the Richcourt Funds and their associated management
firms.  Mr. Fletcher and the Corporate Secretary of the Richcourt
Funds, Floyd Saunders, determined that the Defendant should be
appointed as a director of each of the Richcourt Funds.  However,
rather than appointing the Defendant in her individual capacity,
her firm, Solon Group, was appointed as a director of all of the
Richcourt Funds during April or May of 2013.

The relationship did not last. By way a letter dated June 12,
2013, Mr. Fletcher advised Defendant that their business
relationship was being terminated.  The letter purported to strip
Defendant and Solon Group of all positions with the Richcourt
Funds and indicated that she "may not represent them in any
capacity."  The Defendant tendered her resignation from the Board
of Directors of each of the Richcourt Funds based in the Cayman
Islands in a letter dated June 19, 2013.  However, she did not
accept her removal from the Boards of the BVI Funds.  She created
her own resolutions purporting to remove Mr. Fletcher from the
Boards of the BVI Funds on June 13, 2013, the day after Fletcher
purported to remove her from the same Boards.

The Plaintiffs allege that after Mr. Fletcher and Defendant tried
to remove each other as Directors of the BVI funds, the Defendant
took possession of bank account information and other sensitive
Board materials related to the BVI Funds.  The Complaint alleges
that she has refused to return these records, although she has
been terminated as a Director.  The Plaintiffs also allege the
Defendant has made disparaging statements about Mr. Fletcher,
other Richcourt Fund managers, and the Funds themselves.  They
charge that this constituted a breach of an agreement she signed
as a condition of her employment titled "Confidentiality,
Restrictive Covenant, and Arbitration Agreement."  The Complaint
contains counts for breach of contract, breach of the duty of good
faith and fair dealing, and conversion. It seeks damages as well
as injunctive relief requiring Defendant to return corporate
records to the Richcourt Funds. The Complaint also seeks
injunctive relief prohibiting Defendant from exercising any
control over the Funds, from hiring professionals using the Funds'
monies, and from making disparaging statements about the Funds and
its officers, directors and managers.

Prior to the filing of this action, the Defendant initiated
litigation in the British Virgin Islands, seeking to establish
that she is a proper Director of the BVI Funds, and that Mr.
Fletcher and others are not.  She also initiated litigation in the
Cayman Islands, seeking to appoint a liquidator for the Richcourt
Funds based there.  Additionally, a bank in Delaware filed an
interpleader action as a result of receiving competing demands for
funds held in custodial accounts for the Richcourt Funds.
Finally, certain of the Cayman Islands Funds have filed for
Chapter 11 bankruptcy in the Southern District of New York,
although all of the debtors in the bankruptcy proceeding have
filed for voluntary dismissal from the instant action.

The Defendant moved to dismiss the Complaint, arguing that a court
in the forum state of New Jersey cannot exercise personal
jurisdiction over her, and that service of process was improper.
She also argues that subject matter jurisdiction does not exist
because Fletcher has no standing to sue on behalf of the Richcourt
Funds, that venue is improper, and that abstention is warranted
due to the existence of the other pending actions.  The Defendant
further argues that arbitration should be compelled due to an
arbitration clause in the contract at issue, and that the
Complaint fails to state a claim upon which relief can be granted.

A copy of the Court's April 21, 2014 Opinion is available at
http://is.gd/a9WGxafrom Leagle.com.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie
E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his
counsel.

The Chapter 11 trustee filed a proposed liquidating plan in
November 2013.  The disclosure statement was approved on Jan. 17,
2014.  On March 27, 2014, U.S. Bankruptcy Judge Robert E. Gerber
confirmed the liquidation plan from the bench.  He also signed off
on a settlement with the liquidators of Fletcher's affiliated
funds from Ernst & Young LLP and pension fund investors.


GARDA WORLD: Moody's Lowers CFR to B2 & Changes Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded Garda World Security
Corporation's corporate family rating ("CFR") to B2 from B1,
probability of default rating to B2-PD from B1-PD, and senior
unsecured notes rating to Caa1 from B3. Moody's affirmed the Ba3
ratings on senior secured credit facilities and assigned a Caa1
rating to the proposed add-on to the senior unsecured notes. The
ratings outlook was revised to stable from negative.

Garda's will use the net proceeds from the new US$140 million add-
on senior unsecured notes to pay a cash dividend to its owners.

"The downgrade is driven by Garda's willingness to do a debt-
financed dividend shortly after closing a debt-financed
acquisition, which will cause leverage to be maintained at a level
more reflective of a B2 rating," said Peter Adu, Moody's lead
analyst for Garda.

Ratings Downgraded:

Corporate Family Rating, to B2 from B1

Probability of Default Rating, to B2-PD from B1-PD

US$300M senior unsecured notes due 2021, to Caa1, LGD5, 84% from
B3, LGD5, 87%

Ratings Affirmed:

US$150M senior secured revolving credit facility due 2018, Ba3,
LGD3, 30% from (LGD3, 33%)

US$540M senior secured term loan B due 2020, Ba3, LGD3, 30% from
(LGD3, 33%)

C$135M senior secured term loan B due 2020, Ba3, LGD3, 30% from
(LGD3, 33%)

Ratings Assigned:

US$140M add-on senior unsecured notes due 2021, Caa1, LGD5, 84%

Outlook:

Changed to Stable from Negative

Ratings Rationale

Garda's B2 CFR is primarily influenced by its high pro forma
leverage (adjusted Debt/EBITDA of 6.3x for fiscal 2014), its
appetite for debt-financed acquisitions and an owner that is
choosing to maximize its returns at the expense of high leverage
shortly after the company closed a material debt-financed
acquisition. While Moody's expects recent acquisitions and the
Bank of America (BofA) partnership to support earnings growth
through mid to late 2015, leverage is not expected to decline
meaningfully in this timeframe as the company has not demonstrated
a willingness to repay debt beyond the mandatory requirements in
its credit agreement. Moody's believes tuck-in acquisitions are
likely to take precedence over debt repayment in the application
of free cash flow. Garda's businesses are relatively stable and
have high contract renewal rates, which in turn supports high
recurring revenue. The company also has strong positions and good
geographic and customer diversity, but its markets are highly
competitive and fragmented. Moody's believes the growing trend
towards electronic transactions, which reduces cash usage, and
competition will limit the company's growth prospects in the long
term.

Moody's considers Garda's liquidity position to be adequate. While
Moody's expects free cash flow for fiscal 2015 of less than $10
million due to elevated capital expenditures to integrate G4S Cash
Solutions and the BofA deal, liquidity is augmented by expectation
for an available cash balance of about $30 million and about $95
million of availability under its US$150 million revolver after
letters of credit. These sources are sufficient to meet term loan
amortization of about $7 million per year. Garda will draw on a
new US$50 million Export Development Corporation senior secured
revolving facility (unrated) to fund the investment in the cash
vault contract with BofA. Garda's revolver is subject to a
springing maximum first lien secured leverage covenant when
drawings and letters of credit exceed a certain threshold. Moody's
does not expect this covenant to be stringent for the foreseeable
future. Garda can sell Ameriflight and use the proceeds to enhance
liquidity although this is a strategic asset.

The outlook is stable as earnings growth and modest debt repayment
will enable leverage to be sustained around 6x through the next 12
to 18 months.

Garda's ratings will not be considered for upgrade until the
company demonstrates a commitment to deleveraging its balance
sheet by sustaining adjusted Debt/EBITDA towards 5x and EBITDA-
Capex/ Interest above 2.5x through future acquisitions. The rating
could be downgraded if adjusted Debt/EBITDA is sustained towards
6.5x and EBITDA-Capex/ Interest is maintained below 1x, most
likely caused by a willingness of Garda's owners to pay future
cash distributions or undertake a material debt-financed
acquisition.

Garda World Security Corporation is a global provider of cash
logistics, physical security (including airport pre-board
screening) and risk consulting services. Revenue for the last
fiscal year ended January 31, 2014 was $1.5 billion. Garda is
headquartered in Montreal, Quebec, Canada.


GENCO SHIPPING: Proposes GCG as Claims and Noticing Agent
---------------------------------------------------------
Genco Shipping & Trading Limited and its debtor-affiliates seek
approval from the bankruptcy court to appoint GCG, Inc., as claims
and noticing agent.

Although it has not yet filed its schedules of assets and
liabilities, Genco anticipates that there will be hundreds of
entities to be noticed.  In view of the number of anticipated
claimants and the complexity of its businesses, Genco submits that
the appointment of a claims and noticing agent is both necessary
and in the best interests of both the Company's estates and its
creditors.

GCG has agreed to provide discounted hourly rates and agreed to
cap the highest hourly rate at $295:

   Position                                Discounted Rate
   --------                                ---------------
Administrative and Claims Control            $45 to $55
Project Administrators                       $70 to $85
Project Supervisors                          $95 to $110
Systems, Graphic Support & Tech Staff       $100 to $200
Project Managers and Sr. Project Managers   $125 to $175
Directors and Asst. Vice Presidents         $200 to $295
Vice Presidents and above                       $295

For its noticing services, GCG will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For its claims
administration services, GCG will charge $0.15 per claim for
association of claimants' names and addresses to the database, and
will bill at its discounted hourly rates for processing of claims.
For solicitation and processing of ballots, GCG will charge at its
standard hourly rates.  For its contact services, the firm will
charge $0.39 per minute for its interactive voice response ("IVR")
service and $0.95 per minute for customer service representatives.

Prior to the Petition Date, the Company paid to GCG the amount of
$309,000 to be applied first against the prepetition fees and
expenses incurred by GCG and then the unused portion of which will
be applied against the next invoice rendered by GCG to the Company
for fees and expenses incurred by GCG in the Chapter 11 Cases.

                  About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Kramer Levin Naftalis & Frankel LLP serves as the bankruptcy
counsel and Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.


GENCO SHIPPING: Wants to Reject Lease for Former Int'l HQ
---------------------------------------------------------
Genco Shipping & Trading Limited and its debtor-affiliates are
asking the bankruptcy court to enter an order authorizing them to
reject certain unexpired nonresidential real property leases and
associated executory agreements with Fisher-Park Lane Owner, LLC
and Fisher Brothers Management Co. LLC.

Specifically, the Company seeks authority to reject a lease,
sublease, and related agreements for 8,092 square feet of office
space located on the 20th floor of 299 Park Avenue, New York, New
York 10171 ("20th Floor Space").

Beginning in 2005, Genco used the 20th Floor Space for its
international headquarters. By 2011, however, it required more
space, and therefore sub-subleased a larger space on the 12th
floor of the same building, into which it moved all of its
headquarters operations in January 2012.  Despite marketing
efforts, Genco was unable to sublease the 20th Floor Space at the
same rate it was paying. Because it could find no other tenant,
Genco agreed to sublet the 20th Floor Space to an affiliate of the
Building's landlord/owner for approximately $178,000 per year less
than it is paying.  Accordingly, Genco now respectfully requests
entry of an order authorizing the rejection of the 20th floor
lease, sublease, and related agreements.

                  About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Kramer Levin Naftalis & Frankel LLP serves as the bankruptcy
counsel and Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.


GENCO SHIPPING: Proposes to Use Cash Collateral
-----------------------------------------------
Genco Shipping & Trading Limited and its debtor-affiliates are
asking the bankruptcy court to authorize their use of cash
collateral pledged to prepetition lenders.  The Debtors say that
the prepetition lenders have consented to the use of cash
collateral.

The Debtors' prepetition secured debt is comprised of:

  (a) a $1.377 billion senior secured credit facility pursuant
      to a credit agreement dates as of July 20, 2007, with
      Wilmington Trust, National Association as successor
      administrative agent and successor collateral agent,
      which matures on July 20, 2017;

  (b) a $100 million senior secured credit facility with
      Credit Agricole Corporate and Investment Bank, as agent
      and security trustee, which matures on August 17, 2017; and

  (c) a $253 million senior secured credit facility with
      Deutsche Bank Luxembourg S.A. as agent, which matures
      on August 14, 2015.

The secured creditors have agreed to the Debtors' use of cash
collateral for working capital, other general corporate purposes
and the costs and expenses of administering the Chapter 11 cases.
The proposed interim order agreed upon by the parties contemplates
the use of cash collateral until 45 days after the Petition Date.

As adequate protection, the Debtors will provide the prepetition
secured parties with:

   a. replacement liens;

   b. superpriority claims as provided in section 507(b) of
      the Bankruptcy Code; and

   c. payment of all accrued and unpaid interest as of entry
      of the interim order and monthly interest payments at
      the contractual, non-default rate;

   d. reimbursement of all reasonable fees and expenses
      incurred or accrued by the 2007 Facility Agent, the
      DB Term Loan Agents, and the CA Term Loan Agent; and

   e. subject to the entry of the Final Order, liens will
      attach to the proceeds of avoidance actions and
      allowed superpriority claims will be payable from their
      proceeds.

                  About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Kramer Levin Naftalis & Frankel LLP serves as the bankruptcy
counsel and Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.


GENERAL MOTORS: UAW Veteran Nominated to Board
----------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
in another first for General Motors Co., a longtime United Auto
Workers veteran has been nominated to join the auto maker's board
of directors.

According to the report, Joe Ashton, currently a vice president of
the UAW, was nominated to serve by the union's retiree medical
benefits trust. The trust holds more than 140 million GM shares,
making it the largest single shareholder in a deal worked out
during the auto maker's 2009 bankruptcy.

Nominating a union veteran to the board highlights new thinking by
its current leadership to overhaul the company's culture, the
report related.  GM in January became the first global auto maker
to name a woman as its chief executive officer when it appointed
Mary Barra to its top post.

Shareholders will vote on Mr. Ashton's nomination during the June
10 annual meeting, the report further related.  Mr. Ashton, who is
set to retire from the UAW in June, would join the board in
August. Chrysler Group LLC had a UAW representative on its board
when its retiree health-care trust owned a stake in the auto
maker.

Mr. Ashton joined the UAW in 1969 and has been a member of the
union's international staff since 1986, serving in a variety of
senior roles, the report said.  He was elected vice president in
2010.

                    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: Victim Compensation Expert's Findings in June
-------------------------------------------------------------
Thomas J. Henry Injury Attorneys on April 25 disclosed that
GM CEO Mary Barra has announced that the company expects
recommendations in early June from victim compensation expert
Kenneth Feinberg regarding the recent recall of 2.5 million
vehicles with defective ignitions.  This could pave the way for a
concrete plan for compensating victims who were seriously injured
or killed in crashes involving the defective vehicles, which have
been linked to at least 31 accidents and 303 deaths.

Mr. Feinberg is best known for handling victim compensation plans
for the 9/11 terrorist attacks, the Boston Marathon bombings and
the legal fee allocation in the Holocaust slave labor litigation.
His appointment was announced by GM CEO Mary Barra during her
testimony to Congress in early April.

"This is what we have been pushing GM to do," lead GM recall
litigation attorney Thomas J. Henry stated.  Thomas J. Henry
Injury Attorneys is representing over 400 people who have lost
loved ones, suffered serious injuries or otherwise have been
affected by this recall.

"On behalf of our clients, we have been conducting a national
investigation, but also have brought numerous lawsuits for victims
we represent.  We have aggressively positioned our client's cases
for a GM resolution process -- so long as the resolution is just
and fair for the victims.  We welcome Mr. Feinberg's input in the
process of discussing victim compensation," he added.  Mr. Henry
finished by saying, "Mr. Feinberg's wealth of experience in
dealing with catastrophic injury and death due to some of man's
worst examples of deliberate indifference for human life will be
invaluable."

                   GM Pursues Bankruptcy Shield

Although attorneys for the victims are pleased that GM is moving
forward in exploring a victim compensation fund, those involved in
the ongoing litigation are closely watching GM's every move,
concerned that the company may attempt to shield themselves from
liability in the pending injury and death cases.

GM filed a motion in Texas federal court (case no. 2:14-CV-00089),
asking the judge to hold off on rulings related to GM recall
injury and death cases until a New York bankruptcy court decides
whether or not the company is responsible for defects and crashes
that occurred before its 2009 bankruptcy and restructuring.  This
legal maneuver could help shield the "New GM" from pending
lawsuits, and force victims to pursue compensation from the "Old
GM," which is now bankrupt.

               About the GM Ignition Switch Recall

Earlier this year, GM announced the recall of 2.5 million Chevy,
Pontiac, and Saturn vehicles with defective ignition switches.
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.

              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.

                   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.


GOLDKING HOLDINGS: DIP Loan and Cash Use Extended Until May 30
--------------------------------------------------------------
Goldking Holdings, LLC, et al., and Wayzata Opportunities Fund II,
L.P., the lender, have agreed to extend until May 30, 2014, the
term of the budget and the final order (1) approving postpetition
financing; (2) authorizing use of cash collateral; and (3)
granting liens and providing superpriority administrative expense
statues.

In a separate filing, the Debtors notified the Court that the
auction for all or substantially all of their assets scheduled for
April 1, has been canceled.

The Debtors and the lender submit that the agreed supplemental
budget does not constitute a "material" amendment, because (i) the
agreed supplemental budget operates solely to extend the term of
the budget and the final DIP order to May 30; and (ii) the revised
budget does not contemplate any increase in availability.

As reported in the Troubled Company Reporter on March 14, 2014,
the Bankruptcy Court entered a final order, in early December last
year, authorizing the Debtors to obtain postpetition loans from
Wayzata Opportunities Fund II, LP, as successor administrative
agent to Bank of America, N.A.

                       About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. and
Goldking Capital LT Corp., to move the Chapter 11 case to Houston,
Texas (Bankr. S.D. Tex. Case No. 13-37200).  Mr. Tallerine owns a
nearly 6% stake in the company through an entity called Goldking
LT Capital Corp.

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes and Boone, LLP.  Edmon L.
Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  The Debtors' notice, claims, solicitation
and balloting agent is Epiq Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners was initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Alvarez & Marsal Global Forensic and Dispute Services, LLC, has
been engaged to provide computer forensics and related services.

Goldking Holdings disclosed $16,170 in assets and $11,484,881 in
liabilities as of the Chapter 11 filing.

Judy A. Robbins, United States Trustee for the Southern District
of Texas, appointed a three-member official committee of unsecured
creditors.  The Committee filed papers to retain Brinkman Portillo
Ronk, APC, as counsel, and Okin & Adams LLP as local counsel.


GOLDKING HOLDINGS: Panel Won't Pursue Hiring of Brinkman Portillo
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Goldking Holdings, LLC has withdrawn its application to
employ Brinkman Portillo Rock, APC as its counsel.

As reported in the Troubled Company Reporter on March 20, 2014,
the Debtors and the United States Trustee have filed objections to
the engagement, seeking more information on the circumstances that
led to the Committee's selection of the firm as counsel.

Judy A. Robbins, U.S. Trustee, noted that aside from his
disclosure of connections to the Debtors, Daren R. Brinkman, a
shareholder at the firm, stated that his firm represented Gulf
Coast Chemical L.L.C. -- one of the members of the three-member
Committee -- prior to the formation of the Committee in matters
"relating to Gulf Coast's initial claim and in obtaining
membership on the committee of unsecured creditors."

The U.S. Trustee noted that Fed.R.Bankr.P. Rule 2014(a), among
other things, requires that an applicant set forth in the verified
statement "the person's connections with the debtor, creditors,
any other party in interest, their respective attorneys and
accountants, the United States trustee, or any person employed in
the office of the United States trustee."  To date, the U.S.
Trustee said, Brinkman Portillo only has made disclosures of its
connections with the Debtors and Gulf Coast Chemical.  As such,
cause exists to deny approval of the Application because Brinkman
Portillo has failed to make disclosures of its connections to, or
to state that it has no connections with, the other creditors,
other parties in interest, their respective attorneys and
accountants, the United States Trustee, or any person employed in
the office of the United States Trustee, as required under Rule
2014.  Without the disclosures, the U.S. Trustee is unable to
determine whether Brinkman Portillo is disinterested or whether it
represents an interest adverse to the bankruptcy estates.

The U.S. Trustee said Brinkman Portillo should disclose any
connections, if any, with Moncla Marine Operations, L.L.C. and
Fesco, Ltd., two of the members of the Committee.

The Debtors said the Committee's request requires supplementation
and additional verified disclosures before it is granted.  This is
needed for several reasons:

     1. the Debtors' counsel received in unsolicited reports two
complaints from Houston-based practitioners that were refused
consideration as potential counsel to the Unsecured Creditors
Committee when they and other Houston-based firms appeared at the
initial organizational meeting of the Committee, given the
circumstances of the UCC's selection of California-based counsel.
The selection of the California-based lawyer without even a
perfunctory interview of the four or five Houston-based law firms
who were qualified and ready to be considered, smacked of unusual
circumstances warrants a more fulsome disclosure, especially when
the California based lawyer chosen never even appeared.  The
Debtors wondered whether Gulf Coast perhaps was being used as an
intermediary to run interference and promote the retention of
Brinkman Portillo, given the circumstances where five Houston-
based firms rushed to attend personally the initial meeting of
creditors, only to be brushed aside.  Then later that afternoon,
they were advised by the U.S. Trustee that Brinkman Portillo, who
never even showed up, was selected instead -- from California!

     3. the Proposed Counsel's base in California [notwithstanding
that the firm also apparently has an office in Dallas], coupled
with the intention to charge for travel costs on a case involving
approximately $1.6 million of unsecured claims, warrants review of
whether such charges are reasonable and necessary where five
qualified Houston based alternatives were refused initial
consideration.

     4. the Proposed Counsel's verified statement reveals,
obscurely, apparent "connections" to the UCC chair with the
inference that the representation of the chair member was
solicited and performed, and then abruptly dropped, once the chair
delivered (i) two other trade creditors to induce appointment of
the Committee, and (ii) the Committee representation to Proposed
counsel. This vague reference warrants verification that improper
solicitation has not occurred.

     5. the UCC's previously carelessly crafted allegations and
accusations, which lacked foundation and have risked the entire
premise of this case -- i.e., the payment to unsecured creditors
in any sales process -- warrants review on whether this
representation is supportive of the overarching goal the Debtors
have in this matter, namely, the full payment to unsecured
creditors.

     6. because there appears to be recognition that local counsel
is needed after the date the Application was filed, there needs to
be some details supplied on how there will be no duplication in
what is, candidly, a small constituency of unsecured creditors
relative to the size of the secured debt, and in circumstances
where the overwhelming majority of the unsecured creditors
comprise professionals and not true trade creditors, many of which
were paid as critical vendors early in the case along with royalty
and working interest owners.  These circumstances, considered
together, mandate further detailed disclosures on the
circumstances, billing practices and engagement arrangements, and
connections, between Proposed Counsel and the members of the UCC.

The Debtors said they "are mindful of the need to tread cautiously
here, and to not make groundless accusations.  However, because
lawyers are professionals, they are held to a higher standard in
their dealings with the public.  Lawyers owe their clients
fiduciary duties.  Indeed, even before formation of any attorney-
client relationship there are special duties imposed upon lawyers
to safeguard confidential information received from even a
prospective client."

The Debtors pointed to the American Bar Association Rules, which
establish a uniform code of professional responsibility that serve
as the guideline for ethical rules which apply across all legal
practice areas in almost all states, including Texas.  These rules
establish a code of conduct which regulates many aspects of the
legal practice, including solicitation of clients.

The ABA Rules prohibit outright certain practices in the
solicitations of clients.  Pursuant to the ABA Rules, a lawyer may
not solicit employment through "in-person, live telephone or real-
time electronic" communication when a significant motive for the
communication is the lawyer's financial gain.  The rule provides
exceptions in cases where the potential client is a lawyer, or
someone with whom there is a family, close personal or prior
professional relationship.  The rule also prohibits coercion and
duress in solicitation, and establishes specific requirements for
communications that may otherwise be allowed.

The Debtors also pointed to the Texas Rules of Disciplinary
Procedure, which track but do not adopt verbatim the ABA Rules,
specifically govern behavior of attorneys practicing law in Texas.

The Debtors want the Committee to provide answers to these
questions: "How did Applicant come to represent Gulf Coast? What
fee arrangement was there to do so? What do the bills show for
services? What was the scope of the engagement agreement? Was this
a favor, or is there a quid pro quo between Gulf Coast and
Proposed Counsel that itself calls into question Gulf Coast's own
fidelity to the UCC?"

                 Gulf Coast Must Appear at Hearing

According to the Court's "Order Setting Hearing", a representative
of Gulf Coast Chemical with knowledge of (i) the past and current
relationship of Brinkman Portillo Ronk, APC and Gulf Coast
Chemical; and (ii) the circumstances of the selection of counsel
by the Committee will attend personally attend the hearing.  The
chairman of the Unsecured Creditors Committee will personally
attend the hearing.

Judge Jones said the Committee chairman and Gulf Coast Chemical
are advised that they may wish to have independent counsel in
attendance at the hearing.  Continuances will not be freely
granted. If a continuance has not been granted, then parties must
appear at the scheduled hearing. Continuances will not be granted
on oral motions made at the schedule hearing absent compelling
circumstances.

The Troubled Company Reporter on March 7, 2014, reported on the
Committee's bid to hire the firm.  The panel said the firm will be
paid at these hourly rates:

       Daren R. Brinkman, Partner         $575
       Laura J. Portillo, Partner         $495
       David H. Oken, Of Counsel          $485
       Kevin C. Ronk, Partner             $390
       Associate Attorneys                $330
       Paralegals and Law Clerks          $175

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

Daren R. Brinkman, the firm's shareholder, had assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                       About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. and
Goldking Capital LT Corp., to move the Chapter 11 case to Houston,
Texas (Bankr. S.D. Tex. Case No. 13-37200).  Mr. Tallerine owns a
nearly 6% stake in the company through an entity called Goldking
LT Capital Corp.

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes and Boone, LLP.  Edmon L.
Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  The Debtors' notice, claims, solicitation
and balloting agent is Epiq Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners was initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Alvarez & Marsal Global Forensic and Dispute Services, LLC, has
been engaged to provide computer forensics and related services.

Goldking Holdings disclosed $16,170 in assets and $11,484,881 in
liabilities as of the Chapter 11 filing.

Judy A. Robbins, United States Trustee for the Southern District
of Texas, appointed a three-member official committee of unsecured
creditors.  The Committee filed papers to retain Brinkman Portillo
Ronk, APC, as counsel, and Okin & Adams LLP as local counsel.


GOLDKING HOLDINGS: Settlement With DEI Oil & Gas Approved
---------------------------------------------------------
The Bankruptcy Court granted Goldking Onshore Operating, LLC's
motion to compromise controversy under Bankruptcy Rule 9019 with
DEIMI Exploration, LLC and DEI Oil & Gas, LLC.

GOO sought approval of a settlement reached with DEIMI and DEI,
under which the Settling Parties will pay GOO an aggregate amount
of $38,303 in full settlement of the adversary proceedings.

Pursuant to the Joint Operating Agreement dated as of July 1,
2011, the Settling Parties were working interest owners of certain
wells leased or owned by GOO.  The Settling Parties were required
to make payments to GOO for expenses on account of operations
relating to the Settling Parties' Working Interest.

The Court ordered that the Settling Parties will pay GOO as
follows: (i) DEIMI will pay $21,449, and (ii) DEI will pay
$16,853.  The Settlement Payments will be made payable to:

         Goldking Onshore Operating, LLC
         Haynes and Boone, LLC
         Attn: Patrick L. Hughes
         1221 McKinney Street, Suite 2100
         Houston, TX 77010

The Court also ruled that any objections to the motion are
overruled.

                       About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. and
Goldking Capital LT Corp., to move the Chapter 11 case to Houston,
Texas (Bankr. S.D. Tex. Case No. 13-37200).  Mr. Tallerine owns a
nearly 6% stake in the company through an entity called Goldking
LT Capital Corp.

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes and Boone, LLP.  Edmon L.
Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  The Debtors' notice, claims, solicitation
and balloting agent is Epiq Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners was initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Alvarez & Marsal Global Forensic and Dispute Services, LLC, has
been engaged to provide computer forensics and related services.

Goldking Holdings disclosed $16,170 in assets and $11,484,881 in
liabilities as of the Chapter 11 filing.

Judy A. Robbins, United States Trustee for the Southern District
of Texas, appointed a three-member official committee of unsecured
creditors.  The Committee filed papers to retain Brinkman Portillo
Ronk, APC, as counsel, and Okin & Adams LLP as local counsel.


GRANDE COMMUNICATIONS: Loan Upsizing No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service said that the announced plan of Grande
Communications Networks LLC to increase its first lien term loan
by $55 million does not impact it B2 Corporate Family Rating
(CFR), the B2 rating on its first lien credit facility, or the
stable outlook. Moody's expects the company to use proceeds to
fund a $48 million distribution to its equity sponsor ABRY
Partners, pay fees and expenses, and provide some incremental cash
to help fund Grande's expansion strategy.

Moody's adjusted point estimates as shown:

  First Lien Revolver due May 31, 2018, LGD adjusted to LGD3, 34%
  from LGD3, 35%

  First Lien Term Loan due May 31, 2020, LGD adjusted to LGD3,
  34% from LGD3, 35%

Ratings Rationale

The credit negative transaction increases leverage to
approximately 5.1 times debt-to-EBITDA on a pro forma basis for
2013, compared to 4.3 times reported for 2013. The incremental
debt will add approximately $2.5 million of annual interest
expense, which, combined with plans for increased capital
expenditures in 2014 and 2015 compared to both prior years and
Moody's original expectations, will pressure already weak free
cash flow. The greater debt load provides less flexibility to
manage the planned growth investment, with the potential for
negative ratings implications if projected returns do not
materialize. Nevertheless, the B2 CFR assigned in May 2013 built
in assumptions for an increase in leverage to support a sponsor
return, perhaps not expected within the first year, but EBITDA for
2013 slightly exceeded Moody's expectations. Also, the incremental
investment should support better growth prospects in 2015 and
beyond and position the company well to maintain its competitive
position. Furthermore, with the transition to new management (who
joined approximately one year ago) largely executed, Moody's
believes the company can shift its focus to expansion and benefit
from attractive economic trends in Texas.

Grande's leverage of 5.1 times debt-to-EBITDA pro forma for the
proposed transaction poses risk for a small (about $200 million
annual revenue) company operating in an intensely competitive
environment, driving Grande's B2 CFR. Expectations for positive,
albeit modest, free cash flow support the rating and despite its
small size, the company benefits from its management team's
experience running other cable operators. Also, Grande's high
quality network supports strong growth prospects for its
residential high speed data business and its commercial business,
and the upgraded plant positions it well to defend and grow its
market share. However, the sponsor ownership creates event risk.
Moody's expects leverage to decline through EBITDA growth and some
debt reduction over at least the next year, but beyond that time
period an increase in leverage to support a sponsor return,
whether in the form of incremental dividends or a leveraging sale
of the company, is likely.

The principal methodology used in this rating/analysis was the
Global Pay Television - Cable and Direct-to-Home Satellite
Operators published in April 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.

Grande Communications Networks LLC provides video, high speed
data, and voice services to about 150,000 residential and
commercial customers in six core Texas markets: Midland-Odessa,
San Antonio, Corpus Christi, Dallas, Waco, and Austin. The company
maintains headquarters in San Marcos, Texas, has annual revenue of
approximately $200 million, and is owned primarily by ABRY
Partners. Executives from Patriot Media, who run cable companies
RCN Telecom Services, LLC (B2 stable) and Puerto Rico Cable
Acquisition Company, Inc. (Choice Cable) (B2 Stable), manage
Grande.


GULF COLORADO: Trustee Has Distributed Sale Proceeds
----------------------------------------------------
Gulf, Colorado & San Saba Railway Corp. notified the Bankruptcy
Court of the distributions made from sale of assets by Ronald
Hornberger, the Chapter 11 trustee for the Debtor.

On Jan. 15, 2013, the Court approved the sale of the Debtor's
property to Heart of Texas Railroad, L.P., for $1,550,000.  The
sale to HOTRR closed on Jan. 28, 2013.

Following closing of the sale, the trustee has reviewed the
various administrative expense claims, secured claims, priority
unsecured claims and general unsecured claims regarding allowance
and payment.

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Texas, represented
the Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.  Cox Smith Matthews
Incorporated represents the trustee.


GULF STATES LONG TERM: Frost & BSW Win Dismissal of Sodexo Suit
---------------------------------------------------------------
David Adler, the disbursing agent for Gulf States Long Term Acute
Care of Covington, LLC, filed an adversary complaint on April 18,
2011, for the benefit of Debtor and its creditors against numerous
Gulf States entities, alleging acts of misconduct related to
Debtor's finances. The district court withdrew the reference to
bankruptcy court on Aug. 25, 2011.

Sodexo Operations LLC on Nov. 23, 2011, filed an intervenor
complaint to collect money judgments previously obtained against
certain Gulf States entities.  Sodexo sued the same defendants as
in the main demand with two minor changes.  Sodexo alleges the
defendants in intervention unlawfully diverted assets from the
Judgment Debtors to themselves to frustrate Sodexo's collection
efforts.  Sodexo further alleges Gregory Frost and Breazeale,
Sachse & Wilson, LLP provided legal counsel for the Judgment
Debtors and other Gulf States entities during this time.
Accordingly, Sodexo contends the defendants in intervention --
including Frost & BSW -- are solidarily liable with the Judgment
Debtors for the money judgments.

On Oc.t 3, 2012, the Court granted Frost & BSW's motion to dismiss
Sodexo's first amended complaint and dismissed Sodexo's claims
without prejudice. Sodexo filed a second amended complaint on Oct.
23, 2012.  Frost & BSW responded with a second motion to dismiss
on Nov. 6, 2012.  On the last possible day for amending pleadings,
Sodexo filed a third amended complaint, which added additional
allegations of fraud and misconduct against Frost & BSW.
Accordingly, the Court denied the second motion to dismiss as
moot.  On April 2, 2013, Frost & BSW filed yet another motion to
dismiss, this one directed at Sodexo's third amended complaint.

On June 20, 2013, Sodexo informed the Court that settlement
negotiations were ongoing, which, if successful, would resolve
Sodexo's claims.  Sodexo requested the Court not take any action
on, inter alia, Frost & BSW's third motion to dismiss.
Accordingly, on Aug. 5, 2013, the Court denied the motion without
prejudice, to be re-urged should settlement negotiations prove
unsuccessful.  Settlement was not achieved to Sodexo's
satisfaction.  Thus, on Nov. 5, 2013, Frost & BSW re-urged their
third motion to dismiss.  Sodexo opposed the motion and
contemporaneously sought leave to file a fourth amended complaint.
The motion to amend was referred to the magistrate judge assigned
to this case, who denied the motion without prejudice on Dec. 18,
2013. The magistrate judge instructed Sodexo to raise the issue of
amendment by filing a supplemental opposition to Frost & BSW's
third motion to dismiss.  Sodexo filed the supplemental opposition
on Jan. 5, 2014. The Court subsequently denied Sodexo's request to
file a fourth amended complaint, choosing instead to adjudicate
the Motion on the basis of the allegations in the third amended
complaint.

According to District Judge Jane Triche Milazzo, "Through its
multiple amended pleadings, Sodexo has constructed a tortuous maze
of superseded allegations, additional allegations, and allegations
adopted by reference.  The Court has painstakingly navigated this
maze. Unfortunately for Sodexo, there is no cheese at the end.
Sodexo's remedies lie not with Frost & BSW but with their clients.
The Motion to Dismiss is granted, and Sodexo's claims against
Frost & BSW are dismissed with prejudice."

A copy of the Court's April 21 Order and Reasons is available at
http://is.gd/xbMVHDfrom Leagle.com.

Based in Covington, Louisiana, Gulf States Long Term Acute Care of
Covington, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
E.D. La. Case No. 09-11116) on April 20, 2009.  William E.
Steffes, Esq., at Steffes Vingiello & McKenzie LLC, in Baton
Rouge, Louisiana, served as the Debtor's counsel.  In its
petition, the Debtor estimated $0 to $50,000 in assets, and
$1 million to $10 million in debts.  The Debtor's plan of
reorganization was confirmed on Feb. 22, 2010.


HILCORP ENERGY: Alaskan North Deal No Impact on Moody's Ba2 CFR
---------------------------------------------------------------
Moody's Investors Service commented that Hilcorp Energy I, L.P.
(Ba2 stable), through its subsidiary Hilcorp Alaska, LLC,
announced on April 23 that it had entered into an agreement with
BP p.l.c, (BP, A2 stable) to acquire BP's interests in four
Alaskan North Slope oil fields, which together produce
approximately 19,700 barrels per day of crude oil. Hilcorp is
strongly positioned in its Ba2 Corporate Family Rating (CFR)
category and while this acquisition will make use of much of its
existing debt capacity, it does not affect the company's rating or
stable outlook.

The last rating action on Hilcorp Energy I, L.P. was an upgrade of
the company's Corporate Family Rating to Ba2 with a stable outlook
on July 3, 2012.


HOA RESTAURANT: Moody's Affirms 'Caa1' CFR; Outlook Positive
------------------------------------------------------------
Moody's Investors Service affirmed HOA Restaurant Group, LLC's
(HOA) Corporate Family Rating (CFR) at Caa1, Probability of
Default Rating (PDR) at Caa1-PD and $180 million senior secured
notes rating at Caa1 (LGD4, 50%). In addition, Moody's changed
HOA's rating outlook to positive from stable.

Ratings Rationale

The positive outlook takes into consideration the benefits of
various costs saving initiatives and Moody's expectation that same
store sales should begin to stabilize over time as new menu items
and reimaged restaurants increase consumer interest in the brand.
The outlook also assumes that commodity inflation remains
manageable and liquidity remains at least adequate.

The affirmation of HOA's Caa1 CFR reflects the company's high
leverage and weak interest coverage and Moody's view that soft
consumer spending and competitive pressures will continue to limit
earnings improvement over the intermediate term. The ratings also
reflect the company's narrow customer demographic versus peers.
The ratings are supported by HOA's reasonable scale in regards to
number of restaurants, good brand awareness, material franchisee
base, lower cost structure and adequate liquidity.

Factors that could result in a negative rating action include a
deterioration in credit metrics from current levels over the next
twelve months or a material weakening of liquidity.

Factors that could result in an upgrade would include a sustained
strengthening of credit metrics driven in part by sustainable
positive same store sales trends - particularly guest counts.
Specifically, a higher rating would require debt to EBITDA
sustained below 6.5 times and EBITA coverage of gross interest of
around 1.25 times. An upgrade would also require maintaining at
least adequate liquidity.

HOA Restaurant Group, LLC (HOA), with headquarters in Atlanta, GA,
owns and operates 157 restaurants and franchises 256 restaurants,
of which 68 are located outside the US. The restaurants operate
under the brand name Hooters of America. Annual revenues
approximate $360 million, although system-wide sales are about
$930 million.


HOLYOKE GERIATRIC: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------
Debtor: Geriatric Authority of Holyoke
        45 Lower Westfield Road
        Holyoke, MA 01040

Case No.: 14-30425

Chapter 11 Petition Date: April 24, 2014

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

Judge: Hon. Henry J. Boroff

Debtor's Counsel: Louis S. Robin, Esq.
                  LAW OFFICES OF LOUIS S. ROBIN
                  1200 Converse Street
                  Longmeadow, MA 01106
                  Tel: (413) 567-3131
                  Email: louis.robin@FitzgeraldOBrienRobin.net

Total Assets: $5.85 million

Total Liabilities: $3.63 million

The petition was signed by Charles F. Glidden, chair.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab14-30425.pdf


HOUSTON REGIONAL: Astros, Comcast Enter Mediation Over Ch. 11
-------------------------------------------------------------
Law360 reported that the Houston Astros, Houston Rockets and
Comcast Corp. have agreed to allow the judge overseeing an appeal
of their jointly owned regional sports network's bankruptcy
preside over a mediation of their dispute, according to court
papers.

The report related that U.S. District Judge Lynn N. Hughes began
mediation sessions between the parties.  Judge Hughes is
overseeing the Astros' appeal of a bankruptcy judge's finding that
Comcast had the right to force Houston Regional Sports Network LP,
the report said.

             About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


HYPERDYNAMICS CORP: Gets NYSE Listing Non-Compliance Notice
-----------------------------------------------------------
Hyperdynamics Corporation on April 25 disclosed that the New York
Stock Exchange, notified the Company on April 24, 2014, that the
Company had fallen below the NYSE's continued listing standards
because the Company's average global market capitalization has
been less than $50 million over a consecutive 30 trading-day
period and its stockholders' equity is less than $50 million.

In accordance with NYSE procedures, the Company has notified the
NYSE that it will submit a business plan within 45 days from
receipt of the NYSE notice that demonstrates the Company's ability
to regain compliance within 18 months.  Upon receipt of the plan,
the NYSE has 45 days to review and determine whether the Company
has made a reasonable demonstration of an ability to come into
conformity with the relevant standards within the 18-month period.
The NYSE will either accept the plan, at which time the Company
will be subject to ongoing monitoring for compliance with this
plan, or the NYSE will not accept the plan and the Company will be
subject to suspension and delisting proceedings.  If the NYSE
accepts the plan, the Company's shares would continue to be listed
and traded on the NYSE during the 18-month cure period, subject to
compliance with other NYSE continued listing standards, including
common stock price criteria.

                        About Hyperdynamics

Hyperdynamics -- http://www.hyperdynamics.com-- is an emerging
independent oil and gas exploration and production company that is
exploring for oil and gas offshore the Republic of Guinea in West
Africa.


IDAHO BANCORP: Files for Chapter 11 to Sell to Banner Corp
----------------------------------------------------------
Idaho Bancorp announced its Chapter 11 filing to sell its wholly
owned subsidiary, Idaho Banking Company, to Banner Corporation.
Banner is the holding company for Banner Bank.

Idaho Bancorp notes that Banner Bank's financial strength exceeds
all state and federal capital standards.

The Holding Company, has signed an agreement pursuant to which
Banner will purchase all of the stock and equity interest in the
Bank and merge it with and into Banner Bank.

The combined company will have approximately $4.5 billion in
assets and will be the fifth largest Pacific Northwest
headquartered bank as ranked by assets.

President and CEO of Idaho Bancorp and Idaho Banking Company,
Jim Latta, commented, "This combination allows us to partner with
a strong community bank that is focused on providing great
customer service, a deep commitment to the communities where they
operate and an excellent environment for employees to perform and
advance.  We look forward to working with the management team at
Banner Bank to better serve and become the bank of choice in
Southern Idaho."

"We are pleased to have Idaho Banking Company join the Banner Bank
team," stated Mark Grescovich, Banner's President and Chief
Executive Officer.  "This transaction presents a unique
opportunity for Banner to expand our presence in the Boise market,
which is the third largest metropolitan market in the Pacific
Northwest.  The combination of our two organizations provides the
opportunity to create revenue and cost synergies while offering
Idaho Banking customers a broader product offering, increased
lending limits and an expanded branch delivery system that
stretches throughout the Pacific Northwest."

Jim Latta, President and CEO of Idaho Bancorp and Idaho Banking
Company, commented, "This combination allows us to partner with a
strong community bank that is focused on providing great customer
service, a deep commitment to the communities where it operates
and an excellent environment for employees to perform and advance.
We look forward to working with the management team at Banner Bank
to better serve and become the bank of choice in Southern Idaho."

The boards of Banner and Idaho Bancorp unanimously approved the
transaction, which is subject to regulatory approval and other
customary conditions of closing.  The transaction provides for the
payment to Idaho Bancorp of $2.6 million for all of its stock and
equity interest in Idaho Banking Company, a wholly owned
subsidiary company.  The purchase agreement contemplates that
Idaho Bancorp (the holding company) will file a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
and that the sale will be conducted under Section 363 of the
Bankruptcy Code.

The bankruptcy filing by Idaho Bancorp will only affect Idaho
Bancorp and will not impact the operations of Idaho Banking
Company.  Idaho Banking Company will continue to operate
separately from Idaho Bancorp and will serve its customers and
conduct business as usual with customer deposits insured to the
fullest extent allowable by the Federal Deposit Insurance
Corporation.  Upon closing of the transaction, which is
anticipated to take place in the third quarter of 2014, Idaho
Banking Company will be merged into Banner Bank.

                          Holding Company

"This filing affects only the Holding Company. The Bank will not
file bankruptcy and will operate separately from the Holding
Company.  Deposits will continue to be insured to the fullest
extent possible by the Federal Deposit Insurance Corporation
(FDIC).  There will be absolutely no interruption in services to
customers, deposits will continue to be accepted, our branches and
ATMs will continue to operate as usual and the Bank will continue
to deliver on its commitments to loan applicants and vendors
throughout the Holding Company's reorganization," Latta said.

Consistent with usual practice, the court will supervise a
competitive bidding process for the sale of the Bank.  Any
competing bidder will be required to recapitalize the Bank at an
equivalent level and demonstrate the ability to promptly receive
required regulatory approvals.

If Banner is the successful bidder, the agreement calls for it to
acquire the Bank from the Holding Company and then merge the Bank
which will satisfy all capital requirements imposed by the Bank's
federal and state regulators and will position the Bank for future
growth and prosperity.

The transaction provides for the payment to the Holding Company of
$2.6 million for all of its stock and equity interest in the Bank.
Upon closing of the transaction, which is anticipated to take
place in the third quarter of 2014, the Bank will be merged into
Banner Bank.

The board of directors of the Holding Company has unanimously
approved the transaction. The Holding Company intends to ask the
court to expedite its approval of the proposed sale and
recapitalization of the Bank.

                     About Banner Corporation

Banner Corporation -- http://www.bannerbank.com-- is a $4.5
billion in assets bank holding company operating two commercial
banks in Washington, Oregon and Idaho.  Banner serves the Pacific
Northwest region through a network of 87 branch offices with a
full range of deposit services and business, commercial real
estate, construction, residential, agricultural and consumer
loans.

                       About Idaho Bancorp

Idaho Bancorp -- http://www.idahobankingco.com-- is headquartered
in Boise, Idaho, and is the parent company of Idaho Banking
Company, a state-chartered commercial bank and member of the
Federal Reserve System, which was organized in 1996 and operates
four branch offices.  At December 31, 2013, Idaho Banking Company
had $100 million in assets, $62 million in loans and $96 million
in deposits.  The Company serves clients throughout southwestern
Idaho.


IDAHO BANCORP: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Idaho Bancorp
        402 S. Eagle Road
        Eagle, ID 83616

Case No.: 14-00662

Chapter 11 Petition Date: April 24, 2014

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Hon. Terry L Myers

Debtor's Counsel: Noah G. Hillen, Esq.
                  P.O. Box 6538
                  Boise, ID 83707
                  Tel: 208-297-5774
                  Fax: 208-297-5224
                  Email: ngh@hillenlaw.com

Total Assets: $4.32 million

Total Liabilities: $7.23 million

The petition was signed by James C. Latta, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb14-00662.pdf


IRISH BANK: Looks To Sink Developer's Suit Over Tampa Mall
----------------------------------------------------------
Law360 reported that Chapter 15 debtor Irish Bank Resolution Corp.
and the Tampa Port Authority urged a Delaware bankruptcy judge to
toss a real estate developer's adversary complaint over a failed
deal to acquire the lease to a Florida shopping mall, saying the
court lacked subject matter jurisdiction.

According to the report, developer Liberty Channelside LLC
launched an adversary action in December after the authority voted
down a $7 million offer for the mall's ground lease and then
agreed to a cheaper deal directly with IBRC.

                    About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.


J & N YU ASS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J & N Yu Ass., PA
           dba Cosmetic Dental F/X
           dba Dental F/X
           fka Arundel Family & Cosmetic Dentistry
           fka Yu-Beecher & Co., D.M.D.
        8667 Fort Smallwood Road
        Pasadena, MD 21122

Case No.: 14-16720

Chapter 11 Petition Date: April 25, 2014

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. David E. Rice

Debtor's Counsel: Brett Weiss, Esq.
                  CHUNG & PRESS, LLC
                  6404 Ivy Lane, Suite 730
                  Greenbelt, MD 20770
                  Tel: 301-924-4400
                  Fax: 240-627-4186
                  Email: brett@bankruptcylawmaryland.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Judy Yu, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb14-16720.pdf


JANICE DICKINSON: Ex-Supermodel Lands Deal In Bankruptcy
--------------------------------------------------------
Law360 reported that former supermodel Janice Dickinson has
reached a settlement with a bank that she was indebted to about a
year after she sought bankruptcy protection in the face of about
$1 million in debt, according to court documents.

The report related that former America's Next Top Model judge has
agreed to pay $100,000 to settle the $304,000 claim City National
Bank filed against her in accordance with a 2011 California state
court judgment.

The settlement payment will be spread over the course of four
years, the report said.


JOE MICHAEL HYATT: Court Says Plan Classification Scheme "Proper"
-----------------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz approved the Fourth Amended
Disclosure Statement explaining Joe Michael Hyatt's liquidating
Chapter 11 plan.  Judge Jacobvitz said the proposed classification
scheme in Mr. Hyatt's Fourth Amended Plan of Reorganization, dated
March 2014, is proper with respect to Farm Credit of New Mexico,
FLCA, a wholly owned subsidiary of Farm Credit of New Mexico, ACA,
and that Farm Credit's third-party source of collateral and
payment sufficiently distinguishes its claim from those of other
general unsecured creditors.  As for the punitive damages claim
asserted by Cornelius Dooley, M.D. and Susanne Hoffman-Dooley, the
Court said the potential justification for the separate
classification and treatment of the Dooleys' punitive damages
claim is sufficient to move forward to confirmation.

Joe Michael Hyatt filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.M. Case No. 11-11-10973) on March
9, 2011.  The Debtor filed a proposed plan and disclosure
statement on July 7, 2011.  Since that time the Debtor has amended
his plan and disclosure statement four times.

The Dooleys filed a claim in the amount of $1,944,458.75, which is
based on a judgment in favor of HDQ, LLC and David Hoverson, M.D.
against the Debtor and Quiet Title, LLC, jointly and severally,
entered in the First Judicial District Court, State of New Mexico,
County of Santa Fe in Case No. D-101-CV-2009-02058 on October 15,
2010.  The Judgment and Transcript of Judgment were assigned to
the Dooleys.  The Judgment consists of $335,107 in compensatory
damages and $1,500,000 in punitive damages.

The Debtor separately classified Farm Credit's claim which is
based on the Debtor's guaranty of the debt of Trestle Ranch
Corporation, which is 100% owned by the Debtor.  The debt of TRC
to Farm Credit is secured by a mortgage against certain real
property known as Trestle Ranch and possibly other property owned
by TRC.  The Debtor estimates that TRC owes Farm Credit
approximately $2.5 million, and that the value of Trestle Ranch is
$1,657,500.

A copy of the Court's April 23, 2014 Memorandum Opinion is
available at http://is.gd/Mnx0p5from Leagle.com.

Clifford C. Gramer, Jr., Esq., in Albuquerque, NM, represents the
Debtor.

Mark Walsh Allen, Esq., and William J. Arland, III, Esq., at
Arland & Associates, LLC, Albuquerque, NM, argue for the Dooleys.


JONAH ENERGY: Moody's Rates $400MM Debt B3 & Assigns B1 CFR
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Jonah
Energy LLC (Jonah), including a B1 Corporate Family Rating (CFR),
a B1-PD Probability of Default Rating (PDR), a B3 rating to the
proposed $400 million second lien term loan, and a SGL-3
Speculative Grade Liquidity Rating. Jonah's rating outlook is
stable.

Net proceeds from the second lien term loan along with $830
million of drawings under a $1.05 billion first lien reserve base
borrowing facility (unrated) and a $624 million equity investment
by TPG Capital (TPG) will be used to finance the acquisition of
the Jonah Field assets in Wyoming from Encana Corporation (Baa2
stable) for $1.85 billion, including fees and expenses. TPG will
own 100% of Jonah.

Assignments:

Issuer: Jonah Energy LLC

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned B1

Senior Secured Bank Credit Facility, Assigned B3

Senior Secured Bank Credit Facility, Assigned a range of
LGD5, 85 %

Ratings Rationale

Jonah's B1 Corporate Family Rating (CFR) is underpinned by its
large scale, the long operational history of the acquired assets
in the Jonah field by Encana, and the retention of most of
Encana's field level operating and management team. The rating
also considers favorable finding and development and operating
costs, low leverage, a significant hedge position that provides
cash flow stability and the expectation of free cash flow.
However, the rating is constrained by the singular concentration
in one field and the predominate production of dry natural gas.
The rating also considers a new management team that lacks a
corporate infrastructure, audited financials and a chief financial
officer, some execution risk regarding continuity of Encana's
Jonah operational team and the risk of additional acquisitions
under the new management and ownership.

The proposed second lien term loan is rated B3, two notches below
the CFR because of the priority claims of the $1.05 billion
reserve base revolving credit facility.

The SGL-3 rating reflects adequate liquidity. Moody's expects
Jonah to produce positive free cash flow of about $120 million
through June 30, 2015, which Moody's expects will be used to
reduce initial borrowings under the revolver ($830 million
outstanding at close), which matures in April 2019. The company
should remain in compliance with its one financial covenant during
this period. The company's alternative liquidity is limited as all
of its assets are pledged to the revolver and term loan lenders.

The stable outlook assumes Jonah will modestly increase its
production and reserves base while generating positive free cash
flow and a conservative leverage profile.

The ratings could be upgraded once Jonah establishes itself as a
corporate entity with a stable management and operational team
with a rising production trend, and the company maintains debt to
average daily production below $30,000 boe/d, retained cash flow
to debt above 30% and debt to PD reserves below $10/boe.

The ratings could be downgraded if production declines materially
and retained cash flow to debt appears likely to decline below 20%
and debt to PD reserves are likely to weaken and weaken towards
$15/boe. Significantly debt-funded acquisitions that pressure
leverage metrics or liquidity could also lead to a downgrade.

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

Jonah Energy LLC is a privately-owned oil and gas exploration and
production company with all of its assets located in the Jonah
field in Wyoming. Jonah has total proved reserves of 1.6 billion
cubic feet equivalent and average daily production of about 323
million cubic feet equivalent per day of primarily natural gas.
Jonah Energy's main office will be in Denver, Colorado.


JONAH ENERGY: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Denver-based Jonah Energy LLC.  The
outlook is stable.

S&P also assigned its 'BB' issue level rating (two notches above
Jonah Energy's corporate credit rating) to the company's $1.5
billion reserve based loan (RBL) facility due in 2019.  The
recovery rating on the RBL facility is '1', reflecting S&P's
expectation for very high recovery (90% to 100%) in the event of a
payment default.  S&P also assigned a 'B' issue-level rating (one
notch lower than the corporate credit rating) to Jonah Energy's
planned $400 million senior secured term loan facility due 2021.
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.

In March 2014, TPG Capital formed Jonah Energy LLC after agreeing
to acquire natural gas properties in Wyoming's Jonah field from
Encana Corp. for a total cash consideration of about $1.8 billion.
Jonah Energy LLC is 100% owned by TPG, its financial sponsor.
Coupled with an equity contribution from TPG of $624 million, the
proposed debt issuance will be used to fund the transaction.

"The stable outlook reflects our view that Jonah Energy will be
able to spend to drill its acreage, generate positive free cash
flow, and maintain conservative credit measures in line with our
forecast over the next 12 to 18 months, including total debt to
EBITDA in the 2.5x to 3x range," said Standard & Poor's credit
analyst Mark Salierno.

"We could lower the rating if Jonah Energy's production output
falls short of our expectations, and we lose confidence in
management's ability to execute its plan for production growth in
the Jonah field, which would likely lead us to reassess our
production growth forecast and our overall view of Jonah Energy's
business risk profile.  Such a scenario could occur if an
unsuccessful drilling program is not able to offset the base
decline rate of wells that are currently producing in the field,
causing us to reassess our view of Jonah Energy's business risk
profile.  We could also lower the rating if Jonah Energy's
financial sponsor pursued a more aggressive financial policy than
we currently expect, including a dividend recapitalization or a
large debt-financed acquisition such that causing credit measures
to deteriorate, including debt to EBITDA exceeding 5x," S&P said.

While unlikely over the next year, S&P could raise the rating if
Jonah Energy meaningfully increases and diversifies its reserves
and production base while maintaining conservative credit
measures.  This could occur if the company is able to successfully
allocate free cash flow toward investments with that diversify its
geographic and hydrocarbon concentrations.


JUDSON COLLEGE: S&P Revises Outlook to Neg. & Affirms 'BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook to
negative from stable and affirmed its 'BB+' rating on Educational
Building Authority of the City of Marion, Ala.'s series 2010
revenue bonds, issued for Judson College.

"The negative outlook reflects our view of the college's modest
enrollment fluctuations in recent years, along with a decline in
on-campus enrollment in fall 2013.  This leaves Judson's credit
profile susceptible when factoring its small size, high maximum
annual debt service burden, and high debt level relative to its
size and budget," said Standard & Poor's credit analyst Avani K.
Parikh.  "In addition, for the past two years, the college has
increased its reliance on its lines of credit to support working
capital needs, with limited cash flow flexibility."

Ms. Parikh added that the college's historically balanced
operating performance, consistently positive net tuition revenue
growth, adequate financial resources for the current rating
category, and continued compliance with its covenant to maintain
an endowment to debt coverage exceeding 1.25x all offset the
aforementioned weaknesses.

"A return to deficit operations, a decrease in financial resources
from current levels, significantly reduced support from the
Alabama State Convention without a replacement revenue source, any
further enrollment declines, or a weakening of the college's
demand profile could result in a lower rating during the one-year
outlook period," Ms. Parikh said.  "Moreover, any additional long-
or short-term debt not supported by commensurate growth in
financial resources would put further negative pressure on the
rating."

Founded in 1838, Judson College is a small undergraduate liberal
arts women's college located in Marion, Ala.


KLEENMAID GROUP: Ex-Directors To Face Trial Over $12M Fraud
-----------------------------------------------------------
Law360 reported that three former directors of Australian kitchen
appliance distributor Kleenmaid have been ordered to stand trial
over allegations of insolvent trading and a 13 million Australian
dollar ($12 million) fraud against Westpac Bank, the Australian
Securities and Investments Commission said.

According to the report, following a three-week committal hearing,
Andrew Eric Young, Bradley Wendell Young and Gary Collyer
Armstrong were ordered to stand trial on 20 criminal charges in
the Maroochydore District Court in Queensland, Australia. A trial
date has not yet been set, ASIC said.

                      About Kleenmaid Group

Founded in 1985, Kleenmaid Group -- http://www.kleenmaid.com.au/
-- sells kitchen and laundry appliances.

The Troubled Company Reporter-Asia Pacific reported on April 13,
2009, that Kleenmaid Group has been placed into administration.
The company appointed Deloitte partners John Greig, Richard
Hughes and David Lombe as voluntary administrators.  A TCR-AP
report on May 26, 2009, said the creditors of Kleenmaid Group
voted to wind up the company at a meeting in Brisbane.

The TCR-AP, citing a report posted at news.com.au, said that the
administrators had recommended that Kleenmaid be put into
liquidation, saying the company may have been insolvent as early
as June 2007.  The administrators said Kleenmaid creditors are
owed AU$102 million, which included AU$3 million owed to
Kleenmaid employees.

Liquidators from Deloitte have not yet finished their report on
claims the former Kleenmaid Group may have been trading while
insolvent for up to two years, according to The Sydney Morning
Herald.


KORLEY SEARS: Court Sets Half Day Trial in Sears Trust Action
-------------------------------------------------------------
Bankruptcy Judge Thomas L. Saladino denied the plaintiffs' motion
for summary judgment in the case, RHETT R. SEARS; RHETT SEARS
REVOCABLE TRUST; RONALD H. SEARS; RON H. SEARS TRUST; and DANE R.
SEARS, Plaintiffs, v. KORLEY B. SEARS, Defendant, No. A12-4034-TLS
(Bankr. D. Neb.).  The Clerk of the Bankruptcy Court shall
schedule this matter for a one-half day trial.

The plaintiffs filed the adversary proceeding to deny the debtor a
discharge under 11 U.S.C. Sec. 727(a)(2), (a)(4)(A), and/or
(a)(4)(B). They allege the debtor, with intent to hinder, delay,
or defraud creditors, transferred or concealed certain of his
personal property and failed to disclose his interest in said
property in his bankruptcy schedules, statement of financial
affairs, or disclosure statement. The plaintiffs also allege the
debtor filed a false claim in a related bankruptcy case.

A copy of the Court's April 23, 2014 Order is available at
http://is.gd/PAlDPSfrom Leagle.com.

                        About Korley Sears

Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11
bankruptcy protection (Bankr. D. Neb. Case No. 10-40277) on
Feb. 2, 2010.  Jerrold L. Strasheim, Esq., in Omaha, Nebraska,
assisted Mr. Sears in his its restructuring effort.  He estimated
$1 million to $10 million in assets and $10 million to $50 million
in liabilities.


LEARNING CARE: Moody's Assigns 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and a B3-PD probability of default rating to Learning Care Group
(US) No. 2 Inc. (New) ("LCG"), and a B2 rating to the company's
proposed first lien senior secured credit facilities, including a
$320 million term loan due 2021 and a $50 million revolving credit
facility due 2019. The rating outlook is stable.

On April 10, 2014, American Securities LLC, the sponsor, entered
into a definitive agreement to acquire Learning Care Group from
its previous owner Morgan Stanley Global Private Equity. The
acquisition, valued at $670 million, will be financed with the
$320 million senior secured term loan and a $346 million common
equity contribution from the sponsor. The proceeds will be used to
retire the company's existing $220 million senior secured term
loan due 2017 (the Ba3 rating on which will be withdrawn upon
repayment) and $108 million of HoldCo PIK debt.

The proposed transaction is debt neutral for the company, leaving
pro forma Moody's adjusted debt-to-EBITDA (which includes
capitalized operating leases) unchanged at 5.9x where it stood at
December 31, 2013. However, upon closing, LCG will have an
improved capital structure given the repayment of holding company
PIK debt, and an enhanced liquidity profile through the extension
of its debt maturities.

The following rating actions were taken:

Issuer: Learning Care Group (US) No. 2 Inc. (New):

  Corporate family rating, assigned B3;

  Probability of default rating, assigned B3-PD;

  Proposed $320 million first lien senior secured term loan due
  2021, assigned B2, LGD3-35%;

  Proposed $50 million first lien senior secured revolver due
  2019, assigned B2, LGD3-35%;

Outlook, stable.

LGD point estimates are subject to change and all ratings are
subject to the execution of the transaction as currently proposed
and Moody's review of final documentation.

Ratings Rationale

The B3 corporate family rating reflects the company's high
leverage, ongoing significant capital investments, and the
resulting weak interest coverage of about 1.0x adjusted EBITDA
less capex to interest and limited free cash flow and FCF-to-
adjusted debt of around 1.5%. Moody's expect debt levels to remain
elevated and improve only gradually in the intermediate term as
earnings growth will likely be modest and free cash flow will be
consumed by high growth capex rather than applied toward debt
repayment. The rating also reflects the relatively small size of
the company compared to some of its immediate competitors, the
cyclical nature of the childhood education and care industry, and
its reliance on overall economic health and employment levels as
well as on federal and state government funding.

The rating is supported by the favorable trends LCG has
experienced over the last two years, including same center revenue
growth, slowly improving utilization rates, and the resulting
improvement in adjusted EBIT margins. This improvement has been
driven by recovering economic conditions and local employment
growth, as well as by the company's effective marketing efforts
and ongoing cost cutting initiatives. Moody's expect these trends
to continue and to result in low single digit same center revenue
growth and further increases in profitability. Moody's note,
however, that despite these positive trends, broad economic
conditions and unemployment levels remain weak compared to
historical standards, and therefore, are expected to result in
only limited growth for LCG in the intermediate term. Over a
longer time horizon, favorable demographic trends such as growth
in the childhood population and percentage of dual income
families, and the shift toward center-based child care should
benefit the company's size and scale and operating performance.

The stable rating outlook reflects Moody's expectations for the
moderate same center sales growth and slowly increasing
utilization rates to drive modest increases in total revenue and
profitability.

The B2 rating on the senior secured credit facilities reflects
their first priority lien on substantially all assets of the
company and its subsidiaries and the loss absorption provided by
significant unsecured operating lease obligations.

LCG has a sufficient liquidity position, supported by full
availability under its new $50 million revolving credit facility
due 2019 at close of the transaction, extended debt maturity
profile, and covenant-light credit agreement, which contains a
springing net leverage covenant applicable if revolver utilization
exceeds 35%. The liquidity profile is constrained by low cash
balances and Moody's expectation of limited free cash flow
generation considering high capital expenditures required to
upgrade existing centers and acquire new centers as the company
expands its business.

The ratings could be pressured downward if the company experiences
same center revenue and enrollment declines, pricing pressures or
cost increases, resulting in declining total revenue or EBITDA,
and EBITDA less capex to interest coverage of below 1.0x on a
sustainable basis, or if liquidity becomes strained.

The ratings could be raised if revenue and EBITDA improve,
enabling EBITDA less capex to interest to increase and be
sustained above 1.5x and free cash flow to debt to approach 5%, as
the company expands its size and scale and maintains good
liquidity.

Learning Care Group is a provider of childhood education and care
services for children between the ages of six weeks and 12 years.
The company operates 932 centers across the U.S. with about one
third of centers located in Texas, California and Florida. LCG has
five brands, including Childtime, Tutor Time, The Children's
Courtyard, La Petite Academy, Montessori Unlimited and has a
licensed capacity to serve 138,000 children. In the last twelve
months ended December 31, 2013, the company generated
approximately $725 million in revenues.


LINEAGE LOGISTICS: S&P Affirms 'B' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on U.S.-based Lineage Logistics LLC.  The
outlook is stable.  At the same time S&P, affirmed its 'B' rating
on the upsized term loan B and revised the recovery rating to '4'
from '3', indicating its expectation that lenders would receive
average recovery (30%-50%) in a payment default scenario, given
the increased first-lien claims.

"The rating on Lineage Logistics incorporates our expectation that
the company will make acquisitions from time to time to bolster
its business profile," said Standard & Poor's credit analyst Lisa
Jenkins.  "We believe that the recent acquisition of Millard
Refrigerated Services Inc. and the three smaller pending
acquisitions will result in an improved competitive position."
The rating also reflects the company's significant debt (our
analysis includes debt at a related property company) and
acquisitive growth strategy.  Pro forma for the transactions, the
company's credit metrics weakened, with debt to EBITDA increasing
to about 9x and funds from operations (FFO) to debt falling to the
high single-digit-percentage area.  Partially offsetting these
weaknesses are the company's sizeable market position as the
second-largest cold storage warehousing and logistics company in
North America and its customer and end-market diversity.

The outlook is stable.  "We believe continued integration risk,
coupled with a highly leveraged financial profile and an
aggressive acquisition strategy, will constrain Lineage Logistics'
credit metrics," said Ms. Jenkins.  "We expect the credit metrics
to remain at or near current levels due to management's history of
aggressive acquisitions as well as planned purchases over the next
several quarters."

S&P could lower the rating if integration challenges or other
operating problems constrain earnings and cash flow, resulting in
FFO to debt falling below 5% on a sustained basis, or if S&P
concludes that liquidity is "less than adequate," based on its
criteria.

Although less likely, S&P could raise the rating if absolute
profitability improves such that average EBIT margins rise to 24%
or above, which S&P defines as "above average" under the criteria
guidelines it has published for the broader industry group that
includes logistics companies.


MARAUDER HOLDINGS: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Marauder Holdings, LLC
                c/o Noah Matten, R.A.
                891 W Lombard St
                Baltimore, MD 21201

Case Number: 14-16585

Involuntary Chapter 11 Petition Date: April 24, 2014

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Petitioners' Counsel: Joel S. Aronson, Esq.
                      RIDBERG ARONSON LLC
                      6411 Ivy Lane, Suite 405
                      Greenbelt, MD 20770
                      Tel: 301 907 6555
                      Fax: 301 363 1139
                      Email: jsaronson@ridberglaw.com

Alleged Debtor's petitioners:

  Petitioner                  Nature of Claim  Claim Amount
  ----------                  ---------------  ------------
Matthew Weintraub              Money Loaned      $16,101
c/o Ridberg Aronson LLC
6411 Ivy Lane #405
Greenbelt, MD 20770

Michael Bird                   Money Loaned      $23,758
c/o Ridberg Aronson LLC
6411 Ivy Lane #405
Greenbelt, MD 20770


MAXUM ENTERPRISES: S&P Assigns 'B+' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Knoxville, Tenn.-based parent company Maxum
Enterprises LLC (doing business as Pilot Logistics Services).  The
outlook is stable.

In addition, S&P withdrew its 'B+' corporate credit rating on
operating subsidiary Maxum Petroleum Operating Co.

"The rating on national marketer and logistics provider for
petroleum products, Maxum Enterprises LLC reflects our view of the
company's "weak" business risk profile and "aggressive" financial
risk profile," said credit analyst Samantha Stone.

The stable rating outlook reflects S&P's expectation that near
term credit metrics will remain relatively unchanged under its
base-case assumptions and that liquidity will remain adequate for
operating needs.

Downside scenario

S&P could consider a downgrade if fuel volume or margins drop
significantly such that EBITDA declines approximately 30% from its
forecast and leverage increases to more than 6x.  This could occur
if demand dropped sharply or if fuel costs increases could not be
recovered from customers.  Alternatively, a sizable debt-funded
acquisition that increases leverage above 6x would also prompt a
downgrade.

Upside scenario

S&P do not expect any near term rating upside based its
expectations.  S&P could consider an upgrade if Maxum can
significantly increase its scale or diversify its operations,
while improving its financial risk profile such that it sustains
leverage in the 3x-area and FFO to debt in the mid-25% range,
reflecting a moderation in financial policy.


MOBILICITY: TELUS to Acquire Business for C$350 Million
-------------------------------------------------------
Data & Audio-Visual Enterprises Holdings Inc. and its affiliates
-- collectively, Mobilicity -- unveiled on April 17 a proposed
going concern transaction in which TELUS Corporation would acquire
Mobilicity for C$350 million.  The proposed Transaction, will be
implemented pursuant to a plan of compromise or arrangement under
the Companies' Creditors Arrangement Act.

Mobilicity has been operating under CCAA since late September of
2013, with the completion of a transaction as its key initiative.
The sales process has been supervised by the Court appointed
Monitor (Ernst & Young Inc.) who supports and recommends the
Transaction.

"The Transaction is a good outcome from Mobilicity's restructuring
efforts and extensive Sales Process," said William Aziz,
Mobilicity's Chief Restructuring Officer.  "I am confident the
Transaction will serve the best interests of Mobilicity's
customers and employees."

The Transaction provides for a complete continuation of
Mobilicity's business for the benefit of its stakeholders:

     -- the vast majority of Mobilicity's 165,000 active
        subscribers will be able to seamlessly migrate onto
        TELUS' advanced HSPA network after the transition.

     -- no foreseen changes to employee staffing levels as a
        result of the proposed transaction;

     -- all of Mobilicity's retail landlords and licensors
        will have their contracts honored;

     -- all of Mobilicity's landlords and licensors who provide
        space for placement of Mobilicity's dealers and their
        employees who sell Mobilicity's products will continue
        to benefit from those arrangements;

     -- all service agreements with Mobilicity's business
        partners will continue uninterrupted; and

     -- the trade claims of Mobilicity's creditors will continue
        unaffected against the restructured Mobilicity and will
        be addressed in the ordinary course.

Over the past several months, Mobilicity, with the help of its
financial advisors and the independent, Court-appointed Monitor,
conducted an exhaustive process to explore all potential sales and
other transactions for the company. The Sales Process was a widely
advertised, competitive process that provided a fair and equal
opportunity for all parties interested in bidding for all or part
of Mobilicity's assets. In total, 25 organizations were contacted
about submitting bids as part of the Mobilicity Sales Process. Of
the 25, six organizations submitted participating materials and
five bids were received by the December 16, 2013 extended bid
deadline. Of the five bids, only the Transaction with TELUS was
determined to be an acceptable transaction. Approximately 95% of
the holders of Mobilicity's 15% senior unsecured debentures due
2018 also support the Transaction and have agreed to vote in
favour of the Plan.

Since January of this year a number of changes have occurred in
the Canadian market for commercial mobile services, including the
expiry of the moratorium on the transfer of Mobilicity's spectrum
licences, the successful completion of the 700 MHZ spectrum
auction by Industry Canada, the announcement by Industry Canada of
its 2500 MHz spectrum auction, the completion of Mobilicity's
Court-approved Sales Process and the Court-appointed Monitor's
support for the Transaction with TELUS.

In addition to being in the best interests of the company and its
stakeholders, Mobilicity believes that the Transaction will not
affect competition in the Canadian wireless sector, satisfies the
criteria considered by Industry Canada in determining whether to
approve a transfer of spectrum licences and meets Industry
Canada's policy objectives in respect of utilizing spectrum for
advancing network expansion into non-urban areas.

The proposed Transaction would be subject to conditions including
approval by the Ontario Superior Court of Justice, the Competition
Bureau, Industry Canada, and Mobilicity's debtholders.

              Meeting of Affected Unsecured Creditors

Mobilicity has filed materials with the CCAA Court to seek, on
April 23, 2014, an order permitting Mobilicity to hold a meeting
of its Affected Unsecured Creditors on April 30, 2014 to consider
and, if appropriate, approve the proposed Plan.  A copy of the
materials filed with the Court, and provided to the Service List,
is available on the Monitor's website at www.ey.com/ca/mobilicity

The materials made available on the Monitor's website include the
proposed Plan, Notice of Meeting and forms of Proxy and Meeting
Order. None of the materials have yet been considered or approved
by the Court. However, any person who is a creditor of Mobilicity
is encouraged to review and consider the materials. To the extent
that the Court issues the Meeting Order, Affected Unsecured
Creditors will have to submit their proxies to the Monitor by 5
p.m. on April 28, 2014.

                 Mobilicity to File for Extension,
             Business as Usual for Wireless Customers

On April 23, 2014, Mobilicity was slated to ask the CCAA Court for
an extension of the current Stay of Proceedings from April 30,
2014 until June 30, 2014.

In the meantime, it continues to be business as usual for
Mobilicity's wireless customers. There are no changes to
Mobilicity's network and Mobilicity continues to honour prepayment
plans for its customers. Phones continue to work as they always
have and Mobilicity's dealer network is open for business.

"On behalf of our entire organization, I want to thank our valued
customers for continuing to stand by us as we progress through
this process," said Mr. Aziz. "We have found them a good home with
TELUS."

Creditors can contact the Monitor by email at
mobilicity.monitor@ca.ey.com or by phone at 1-855-287-4005.

                 About Mobilicity (DAVE Wireless)

Mobilicity -- http://www.mobilicity.ca/-- Canada's smart mobile
carrier, was created to bring down the cost of wireless with
unlimited talk, text and data plans, affordable North American
coverage, plus popular handsets and smartphones -- without locking
customers into contracts or charging extra or hidden fees.  It was
formerly known as Data & Audio-Visual Enterprises Wireless Inc.
(DAVE Wireless).


MOHEGAN TRIBAL: S&P Affirms 'B-' Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
the 'B-' issuer credit rating, on Mohegan Tribal Gaming Authority
(MTGA).  The outlook is stable.

The company announced its plan to tender for its 11% senior
subordinated notes due 2018, of which approximately $275 million
were outstanding at December 2013, and solicit consent to amend
the indenture to its 9.75% senior notes due 2021 to allow for
additional debt to be added to the principal balance to fund the
tender offer and related expenses.  The 'CCC' issue-level rating
on the 9.75% senior notes would remain unchanged.

Standard & Poor's does not assign recovery ratings to Native
American debt issues, as there are sufficient uncertainties
surrounding the exercise of creditor rights against a sovereign
nation.  These include: whether the U.S. Bankruptcy Code would
apply, whether a U.S. court would ultimately be the appropriate
venue to settle such a matter, and to what extent a creditor would
be able to enforce any judgment against the sovereign nation.  The
notching of S&P's issue-level ratings from its issuer credit
rating on a given Native American issuer reflects the relative
position of each security in the capital structure, incorporating
the amount of higher ranking debt ahead of each issue.

S&P's issuer credit rating on MTGA reflects its assessment of its
business risk profile as "weak," and its financial risk profile as
"highly leveraged."

S&P's assessment of MTGA's business risk profile as weak reflects
limited cash flow diversity, given its portfolio of two properties
in two different gaming markets, and significant longer-term
competitive pressures that MTGA will face at its Connecticut
property as nearby states allow or expand gaming options.  The
high quality of its properties, particularly its resort in
Connecticut, somewhat offset these factors.

S&P's assessment of MTGA's financial risk profile as highly
leveraged takes into account adjusted leverage that it expects to
remain above 6x through the end of fiscal 2014 and 2015.  It also
reflects S&P's expectation that interest coverage will be in the
mid-1x area in fiscal 2014 and improve to the high-1x area at the
end of fiscal 2015.  S&P adjusts MTGA's EBITDA to remove
relinquishment payments to former developers and the $50 million
priority distribution paid to the Tribe, because S&P considers
these operating expenses of MTGA.


MOMENTIVE PERFORMANCE: Wilmington Savings Fund Taps Pryor Cashman
-----------------------------------------------------------------
Wilmington Savings Fund Society, FSB, as successor indenture
trustee to more than $1.3 billion in second lien notes, has hired
Pryor Cashman LLP in connection with the Momentive Performance
Materials Inc. bankruptcy.  Seth H. Lieberman and Patrick Sibley
of Pryor Cashman's Bankruptcy, Reorganization and Creditors'
Rights Group are representing WSFS in the Momentive bankruptcy.

Momentive, a Waterford, New York based maker of silicones and
quartz products, filed for bankruptcy on April 13, 2014 after
struggling to make payments on debt dating to its 2006 buyout by
Apollo Global Management LLC.  Momentive's chapter 11 filing in
the United States Bankruptcy Court for the Southern District of
New York is reportedly the largest bankruptcy case thus far in
2014, listing $2.69 billion in assets and $4.17 billion in debt.
Its single largest creditor body includes holders of more than
$1.3 billion of second lien notes, of which WSFS is the successor
indenture trustee.

Over the past decade, Seth and Patrick have represented indenture
trustees in many of the largest U.S. bankruptcies, including AMR
Corporation, NewPage Corporation, Tropicana Entertainment LLC,
Asarco LLC, Tribune Company, The Majestic Star Casino LLC,
Cooper-Standard Holdings, Inc., Metaldyne Corporation, WCI
Communities, Inc., KH Funding Corporation, Star Tribune Holdings
Corporation, Finlay Enterprises, Inc. and Bayonne Medical Center.

                      About Pryor Cashman LLP

Pryor Cashman LLP -- http://www.pryorcashman.com/-- is an
independent full-service law firm with over 130 attorneys in its
main office at 7 Times Square in New York City and an office in
Los Angeles.  With broad and sophisticated transactional,
intellectual property, and litigation practices, Pryor Cashman
provides a wide range of services to meet the varying legal needs
of institutions, entrepreneurs and individuals.  The firm has
well-established relationships with firms throughout the U.S. and
the rest of the world to serve its national and international
clients.

                   About Momentive Performance

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

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

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and various affiliates sought Chapter 11
protection on April 14, 2014, with a deal with noteholders on a
balance-sheet restructuring.  The lead case is MPM Silicones LLC,
Case No. 14-22503 (Bankr. S.D.N.Y.)

The Debtors entered into a Restructuring Support Agreement, dated
as of April 13, 2014, with certain affiliates of Apollo Global
Management, LLC and certain holders of 9% Second-Priority
Springing Lien Notes due 2021 and 9.5% Second-Priority Springing
Lien Notes due 2021 that are not Apollo Entities, providing that
the Plan Support Parties, which hold approximately 85% in dollar
amount of the Second Lien Notes, will support, and vote in favor
of, a Chapter 11 plan to be proposed by the Debtors.  The Plan
Support Parties have agreed, subject to definitive documentation,
to backstop the $600 million rights offering in exchange for a
fee, payable in new equity, of an additional 5% of the Rights
Offering Amount.  This fee is payable in kind at the closing of
the rights offering, or in cash if the Debtors terminate the
backstop commitment.

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

Bankruptcy Judge Robert Drain presides over the cases.  The
Debtors have tapped Matthew A. Feldman, Esq. and Paul V. Shalhoub,
Esq., at Willkie Farr & Gallagher LLP as bankruptcy counsel with
regard to the filing and prosecution of the chapter 11 cases;
Sidley Austin LLP as special litigation counsel; Moelis & Company
LLC as financial advisor and investment banker; AlixPartners, LLP
as restructuring advisor; PricewaterhouseCoopers as auditor; and
Crowe Horwath LLP as benefit plan auditor.  Kurtzman Carson
Consultants LLC is the notice and claims agent.

Simpson Thacher & Bartlett LLP's Steven Fuhrman, Esq., Kathrine A.
McLendon, Esq. and Nicholas Baker, Esq., represent the DIP Agents
and the Cash Flow Agents.  Simpson Thacher's Peter Pantaleo, Esq.,
represents the Prepetition ABL Agent.

Emmet, Marvin & Martin, LLP's Edward P. Zujkowski, Esq., and
Dechert LLP's Michael J. Sage, Esq., represent the First Lien
Indenture Trustee.  Ropes & Gray LLP's Mark R. Somerstein argues
for the 1.5 Lien Indenture Trustee.  Akin Gump Strauss Hauer &
Feld LLP's Ira S. Dizengoff, Esq., and Philip C. Dublin, Esq.,
argue for Apollo. Milbank, Tweed, Hadley & McCloy LLP's Dennis F.
Dunne, Esq., and Samuel A. Khalil, Esq., argue for the Ad Hoc
Group of Second Lien Noteholders.


MOMENTIVE PERFORMANCE: Schedules Filing Date Extended to June 12
----------------------------------------------------------------
MPM Silicones, LLC, et al., were given by the U.S. Bankruptcy
Court for the Southern District of New York until June 12, 2014,
to file their schedules of assets and liabilities and statements
of financial affairs.

                   About Momentive Performance

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

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

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

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

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


MOMENTIVE PERFORMANCE: Can Hire Kurtzman as Claims Agent
--------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized MPM Silicones, LLC, et al., to
Kurtzman Carson Consultants LLC as claims and noticing agent.

                   About Momentive Performance

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

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

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

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

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


MOSS FAMILY: Beachwalk Realty Okayed to Sell Lots in Phase 3B
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Moss Family Limited Partnership and Beachwalk, L.P. to
employ Beachwalk Realty, LLC as broker, to sell certain property
of the Debtors.

As reported in the Troubled Company Reporter on March 7, 2014,
Beachwalk Realty is to sell the property situated in Michigan
City, LaPorte County, Indiana, commonly known as 109 Mary Street,
201 Joe Lane, 103 Mary Street and 103 Joe Lane, which are legally
described as "Lots 132B, 135B, 128B and 168B in Beachwalk Phase
3B, Michigan Twp., Laporte County, Michigan City, IN 46360".

In a separate order, the Court authorized Debtor Beachwalk L.P. to
sell the LaPorte County property for $120,000.

Thomas J. Moss, broker of Beachwalk Realty, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MOSS FAMILY: Faegre Baker May Withdraw as Special Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana has
authorized Faegre Baker Daniels, LLP to withdraw as special
counsel for Moss Family Limited, et al.

On March 12, Faegre asked the Court for authorization to withdraw
as special counsel for certain real estate matters to the Debtors
in the bankruptcy case and as counsel to the Debtors in an
adversary commenced by the Beachwalk Property Owners Assn.

Faegre related that Rule 1.16(a) (1) of the Indiana Rules of
Professional Conduct requires withdrawal from a representation
where the representation will result in violation of the Rules of
Professional Conduct or other law.  In light of the position taken
by Michigan City in the Limited Objection and the allegations in
the Adversary, FBD believes that its continued representation of
the Debtors is likely to place FBD in a material limitation
conflict under IRPC 1.7(a)(2) because diligent representation of
the Debtors may fairly be expected to result in FBD's advocating
for outcomes possibly adverse to Michigan City, or at the very
least, of advising the Debtors about how or whether to oppose the
rights of Michigan City.

In a separate order, the Bankruptcy Court authorized the Debtors
to expand the scope of employment of Doninger Tuohy & Bailey LLP
as their special counsel to include representations of the Debtors
in Adversary Case No. 13-03065 and to carry out all duties as
counsel.

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MOSS FAMILY: June 17 Hearing to Approve Amended Plan Outline
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
will convene a hearing on June 17, 2014, at 1:30 p.m., to consider
adequacy of information in the First Amended Joint Disclosure
Statement explaining Moss Family Limited Partnership and
Beachwalk, L.P.'s Amended Joint Chapter 11 Plan dated Dec. 3,
2013.

The hearing scheduled for April 22 is vacated.

At the hearing, the Court will also consider objections to the
approval of the Disclosure Statement.

As reported in the Troubled Company Reporter on March 14, 2014,
creditor Beachwalk Property Owners Association, Inc., asked that
the Court require the Debtors to further amend the Disclosure
Statement and the proposed Plan to address the Association's
issues regarding (i) turnover to the Association or the granting
of license rights to the Association for Lake Kai, the beach areas
adjoining with the lake, and the related sport and lake amenities;
(ii) turnover of a sewer system and lift station to Michigan City;
(iii) completion of the gated rear access road to the Beachwalk
Development; (iv) installation of street lights and turnover of
common areas to the Association in the Cason Park section of the
Beachwalk Development; (v) transfer of certain swimming pool
related real estate to the Association; and (vi) responsibility
for maintaining the boardwalk which serves the Beachwalk
Development.

The TCR also reported that the City of Michigan City, Indiana,
complained that the First Amended Disclosure Statement does not
adequately address all points the City raised.

The City, through its various departments, has various contracts
with the Debtors regarding the development of the Beachwalk
residential subdivision that date back to 1992.  Among other
things, the Debtors promised to transfer the Beachwalk sanitary
sewers and pump station to the Michigan City Sanitary and to
transfer various common areas and amenities to the Property Owners
Association -- but failed to do so.

As reported in the TCR on Sept. 13, 2013, the proposed plan
provides for this treatment of claims against and interest in the
Debtors:

     1. The allowed claim of Fifth Third ($1,726,698) will be
        satisfied from the sale of any or all parcels of the
        marketed real estate via auction.

     2. The allowed claim of Horizon ($1,122,743) will be
        satisfied by surrendering the real estate to Horizon by
        way of deeds in lieu; and the Debtors will retain the real
        estate with the remaining debt.

     3. Unsecured claims will be fully paid and satisfied by use
        of the proceeds from the sale of LaPorte Judgment Lien
        Property.  From the sale of every LaPorte Judgment Lien
        property, 20% of the net proceeds will be paid into an
        escrow account to be held and disbursed to unsecured
        creditors annually on a pro rata basis of unsecured claims
        until the time as the claims are paid in full, without
        interest.

     4. Prepetition interest in the Debtors will be retained
        by the holders of the same subject to the provisions
        of the Plan.  Each interest holder of both Debtors will
        receive 1/2 of the percentage they held in the prepetition
        Debtors in the reorganized consolidated Debtor.

The plan will be executed by the substantive consolidation of the
Debtors' assets and liabilities.

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MOSS FAMILY: LaPorte Savings Bank Objects to Moon Valley Sale
-------------------------------------------------------------
Secured creditor The LaPorte Savings Bank objected to debtor
Beachwalk, L.P.'s request to:

     -- sell "Moon Valley" real estate; and

     -- employ Beachwalk Realty, L.L.C., as broker, with
        respect to the sale.

LaPorte said it has not consented to the terms of the proposed
sale of the real estate and, without its consent, Beachwalk, L.P.
cannot satisfy its burden under Section 363(f) of the Bankruptcy
Code.  LaPorte also said that Court must deny the sale and hiring
to permit the parties to arrive at an acceptable agreement
regarding the sale of the real estate.

On April 2, 2014, Beachwalk L.P. requested for authorization to
sell real estate located in Michigan City LaPorte County, Indiana
commonly known as the East Parcet "Moon Valley" for $1,054,500.
In the motion, Debtor Beachwalk L.P. sought to sell certain real
estate which is subject to LaPorte's mortgage and judgment liens.

The Debtors proposed to employ Beachwalk Realty, L.L.C., as broker
for the sale, and pay a commission rate of 6% or $63,270 of the
gross price of the property.  The Debtors said the broker is their
affiliate, but the broker represents or holds no interests which
are adverse to the estate.

Thomas J. Moss, broker of Beachwalk Realty, also 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.

LaPorte said that although the parties are engaging in settlement
discussions, LaPorte does not consent to the terms of the proposed
sale of the real estate as set forth in the motion to sell.

LaPorte requested that the Court deny the relief at this time, so
as to permit the parties to arrive at an acceptable agreement
regarding the sale of the real estate.

As of the Petition Date, the amount due and owing from Debtors to
LaPorte totaled $3,601,700.

LaPorte is represented by Jeffery A. Johnson, Esq., at May,
Oberfell, Lorber.

                       About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MT. GOX: Bankruptcy Judge Orders CEO to US For Deposition
---------------------------------------------------------
Law360 reported that a Texas bankruptcy judge ordered the CEO of
troubled Japanese Bitcoin exchange Mt. Gox to show up in Dallas
for a deposition later this month as the company seeks a stay of
U.S. litigation related to the exchange's alleged loss of 750,000
of its customers' Bitcoins.

According to the report, U.S. Bankruptcy Judge Stacey Jernigan
said although Mt. Gox CEO Mark Karpeles is a French citizen living
in Japan, because he's the majority owner of the company and
sought bankruptcy relief in the Northern District of Texas, he is
required to present himself for deposition.

                          About Mt. Gox

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

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

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

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


NAPAM INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: NAPAM Investments, Inc.
        7200 Jersey Ridge Road
        Davenport, IA 52807

Case No.: 14-01038

Chapter 11 Petition Date: April 25, 2014

Court: United States Bankruptcy Court
       Southern District of Iowa (Davenport)

Judge: Hon. Lee M. Jackwig

Debtor's Counsel: Dale G Haake, Esq.
                  KATZ, HUNTON & FIEWEGER, P.C.
                  1000 36th Ave
                  PO Box 950
                  Moline, IL 61266-0950
                  Tel: (309) 797-3000
                  Fax: (309) 797-3330
                  Email: dhaake@katzlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Narinder Kumar, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/iasb14-01038.pdf


NNN PARKWAY: Wants Baur Firm to Handle Adversary Case
-----------------------------------------------------
NNN Parkway 400 26, LLC, et al., ask the Bankruptcy Court to
approve the amendment to their application to employ the Law
Office of Christine E. Baur as counsel.

The firm was employed as general bankruptcy counsel for the
Debtors until Nov. 7, 2013, at which time Weiland, Golden, Smiley,
Wang Ekvall & Strok, LLP substituted for the firm as general
counsel.

The Debtors relate that the approved scope of work of the firm
does not include representation of the Debtor in the adversary
action entitled WBCMT 2007-C31 Amberpark Office Limited
Partnership, vs. NNN Parkway 400 2, LLC, et al., which was filed
on March 4, 2014.

In the complaint, the lender alleges that cash on hand in the
estates is currently owned by the lender, and that $700,000 which
was transferred to Breakwater in May 2013 from Wiedmeyer was an
unauthorized postpetition transfer of the lender's property.

The Debtors said the firm will represent them in the adversary
proceeding at its customary hourly rates.  The majority of the
work will be performed by Christine E. Baur ($400) and Kathryn D.
Anderson ($350).  The firm's other attorneys or paralegals will
perform work in the case, as the firm deems appropriate.

The firm has received a total of $401,994 in fees and costs
related to the representation of the Debtors.  The firm also
received $5,656 which was sent to Debtors' expert, Lucent Capital.
A substantial part of the funds received by the firm come from the
proceeds of the $700,000 transferred from Wiedmeyer to Breakwater
in May 2013.  The firm holds an unused retainer balance of $3,000.

The firm will not receive a new retainer for its work in the
Adversary Proceeding and is taking on a risk of non-payment if the
lender succeeds on the complaint.

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

                   About NNN Parkway 400 26 LLC

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.

In January 2014, Judge Albert issued an Amended Memorandum of
Decision denying confirmation of the Chapter 11 plan of NNN
Parkway 400 26 LLC and its 30 debtor affiliates, and granting the
lender relief from the automatic stay.  A copy of Judge Albert's
Jan. 28, 2014 Amended Memorandum of Decision is available at
http://is.gd/36UOTofrom Leagle.com.


NNN PARKWAY: Wants Weiland Golden to Handle Adversary Case
----------------------------------------------------------
NNN Parkway 400 26, LLC, et al., ask the Bankruptcy Court to
approve an amendment to the application to employ Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP as general bankruptcy counsel.

The application will be amended to include representation of the
Debtors who have been named defendants in an adversary action
entitled WBCMT 2007-C31 Amberpark Office Limited Partnership, vs.
NNN Parkway 400 2, LLC, et al., which was filed on March 4, 2014.

The Weiland firm will represent the Debtors, as co-counsel with
the Law Office of Christine E. Baur, at the Weiland firm's
customary hourly rates which range from $200 to $670, depending on
the experience and expertise of the attorney or paralegal
performing the work.  Majority of the work will be performed by:

         Personnel                          Hourly Rate
         ---------                          -----------
         Evan D. Smiley                        $620
         Philip E. Strok                       $620
         Kyra E. Andrassy                      $540
         Beth E. Gaschen                       $430

The Weiland firm will not receive a retainer for its work in the
adversary proceeding and is taking on a risk of non-payment if the
lender succeeds on the complaint.

                   About NNN Parkway 400 26 LLC

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.

In January 2014, Judge Albert issued an Amended Memorandum of
Decision denying confirmation of the Chapter 11 plan of NNN
Parkway 400 26 LLC and its 30 debtor affiliates, and granting the
lender relief from the automatic stay.  A copy of Judge Albert's
Jan. 28, 2014 Amended Memorandum of Decision is available at
http://is.gd/36UOTofrom Leagle.com.


NORSE ENERGY: Mason Capital et al. to Buy Assets for $2.65MM
------------------------------------------------------------
Josh Kosman, writing for the New York Post, reported that New York
hedge fund Mason Capital Management leads a group that bought
bankrupt hydraulic fracker Norse Energy.  According to the Post, a
source with knowledge of the situation said that Any Acquisition,
a holding company created by the group, reached a deal on April 23
in federal bankruptcy court to buy Norse Energy for $2.65 million.

                       About Norse Energy

Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse
Energy Holdings, Inc., filed voluntary petition for Chapter 11
bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) in
Buffalo, NY, on Dec. 7, 2012, estimating less than $50,000 in
assets and less than $100,000 in liabilities.  Norse Energy Corp.
USA filed a Chapter 11 petition the day before (Bankr. W.D.N.Y.
Case No. 12-13685) listing $32.6 million in debt and less than
$50,000 in assets.

The Debtors are represented by Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York.  Judge
Carl L. Bucki presides over the cases.

Norse holds oil and gas leases on 130,000 acres in central and
western New York.

In September 2013, the official committee of unsecured creditors
appointed in the case sued the parent company along with officers
and directors, seeking a recovery including almost $70 million
paid within two years of bankruptcy.

Norse Energy Corp. ASA ("NEC" ticker Oslo Stock Exchange, Norway)
announced on Oct. 10 the conversion of NEC USA and its US parent,
Norse Energy Holdings, Inc. (NEHI), to Chapter 7 liquidations.
NEC said it would shutter its U.S. affiliates and terminate its
final eight employees.


NORSE ENERGY: Seeks Jury Trial in Suit v. NYDEC, NYDOH & Cuomo
--------------------------------------------------------------
Josh Kosman, writing for the New York Post, said The Post has
learned that Norse Energy has sued Gov. Cuomo, the New York
Department of Environmental Conservation, and the state Department
of Health to complete the Supplemental Generic Environmental
Impact Statement relative to hydraulic fracturing. Norse argues
the study is legally is overdue.  A hearing was set for April 25
on the case in Albany County Supreme Court.  The state is moving
to dismiss, while Norse wants a jury trial on the merits.

The Post said Norse claims it owns leases to frack on roughly
180,000 acres in the state.  The Post's source said Mason Capital
will also now be funding Norse's legal case against the state,
which is about to reach a critical stage.

"They [the state] are going to say their conduct is not subject to
judicial review," plaintiff lawyer Thomas West, Esq., told The
Post, "and no one has standing.

"We are going to press hard for a hearing," because our client has
been harmed.

According to The Post, Mr. West said if Norse wins the case, it
would force the state to release its results soon, and if the
study concludes that fracking is safe, it could lead to drilling
permits being issued by the end of the year.  The Post's source
said Norse is teamed in the legal matter with the Koch brothers-
funded, Joint Landowners Coalition of New York, which represents
thousands of upstate landowners.

                       About Norse Energy

Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse
Energy Holdings, Inc., filed voluntary petition for Chapter 11
bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) in
Buffalo, NY, on Dec. 7, 2012, estimating less than $50,000 in
assets and less than $100,000 in liabilities.  Norse Energy Corp.
USA filed a Chapter 11 petition the day before (Bankr. W.D.N.Y.
Case No. 12-13685) listing $32.6 million in debt and less than
$50,000 in assets.

The Debtors are represented by Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York.  Judge
Carl L. Bucki presides over the cases.

Norse holds oil and gas leases on 130,000 acres in central and
western New York.

In September 2013, the official committee of unsecured creditors
appointed in the case sued the parent company along with officers
and directors, seeking a recovery including almost $70 million
paid within two years of bankruptcy.

Norse Energy Corp. ASA ("NEC" ticker Oslo Stock Exchange, Norway)
announced on Oct. 10 the conversion of NEC USA and its US parent,
Norse Energy Holdings, Inc. (NEHI), to Chapter 7 liquidations.
NEC said it would shutter its U.S. affiliates and terminate its
final eight employees.


NORTHERN BERKSHIRE HEALTHCARE: To Sell Assets to BMC
----------------------------------------------------
Andy McKeever, writing for iBerkshires.com, reported that:

     -- the emergency room at the former North Adams Regional
        Hospital is expected to reopen as a satellite facility
        by mid-May under the auspices of Berkshire Medical
        Center.  Joseph H. Baldiga, Esq., at Mirick, O'Connell,
        DeMallie, Lougee, represents BMC.  He said BMC would
        need two weeks from the April 30 occupation hearing to
        prepare the space for inspection, putting the reopening
        into May; and

     -- Berkshire Health Systems, which owns BMC, has reached a
        deal with Northern Berkshire Healthcare's bondholders to
        buy its assets.  That deal is expected to be completed
        by July.  Wells Fargo Bank, N.A., trustee for the
        bondholders, has agreed to allow the "collateral" to be
        used prior to executing the purchase.

According to the report, Harold B. Murphy, the court-appointed
trustee of NBH, said during the hearing Thursday morning April 24
in U.S. Bankruptcy Court in Springfield.  He said the deal is to
acquire all of the real estate and all of the equipment in
possession of the former Northern Berkshire Healthcare.  "The
buyer, Berkshire Medical, will presumably be hiring back
employees," he said.

The report also said a hearing was set for April 30 to sign off on
the occupancy requirements to allow the emergency department and
its ancillary units to open.  BMC has agreed to pay for utilities
and other needs; Wells Fargo is waiving any leasing or rental
payments.  Judge Henry Boroff also ordered that the utilities owed
payment by NBH could not shut off those services.

The report said an agreed-upon price for the sale of the assets
was not revealed; attorneys said a confidentiality agreement was
in place.  Mr. Murphy requested a hearing on the purchase by mid-
May, and Judge Boroff scheduled the hearing for May 27.  The
report said there will be a 45-day window to complete the
purchase.  If successful, Berkshire Health Systems should take
over the hospital facility by mid-July.  Once the 45-day window
begins, the court-appointed trustee may solicit interest from
other parties as part of the competitive bidding process.

"If there are other bidders, a bankruptcy auction will be held
shortly thereafter," according to a statement from BHS spokesman
Michael Leary.

The report said BMC, if successful, is expected to invest about
$10 million into the hospital building for repairs and
improvements.

               About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., a non-profit healthcare
corporation in northern Berkshire County, Massachusetts, filed for
Chapter 7 bankruptcy on April 3, 2014, days after closing the
North Adams Regional Hospital on March 28.  The Board of Trustees
cited a worsening financial status following Chapter 11 bankruptcy
in 2011, financial restructuring and the closing of its
psychiatric facility in January.

Berkshire Medical Center has been apponted to resume operation of
NARH's ER.

NBH emerged from Chapter 11 bankruptcy proceedings in June 2012.

NBH, together with affiliates, operated the North Adams Regional
Hospital and a visiting nurse association and hospice in North
Adams, Massachusetts.  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 presided over the Chapter 11 cases.  He also
oversees the Chapter 7 case.

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., served as bankruptcy counsel in the Chapter 11
cases.  The Debtors' Financial Advisors were Carl Marks Advisory
Group LLC.  GCG Inc. served as claims and noticing agent.

NBH 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.  According to the Troubled Company Reporter on
June 8, 2012, Northern Berkshire Healthcare said on June 5, 2012,
it has emerged from Chapter 11 reorganization.


OHI INTERMEDIATE: S&P Puts 'B+' CCR on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B+' corporate credit rating, on OHI
Intermediate Holdings Inc. on CreditWatch with negative
implications.

The CreditWatch placements follow the news that Buffalo, N.Y.-
based OHI will sell its wood preservation and railroad services
businesses for roughly $460 million in cash to U.S. chemical
company Koppers Inc.  Koppers expects the transaction to close in
third-quarter 2014, subject to regulatory filings and customary
closing conditions.

Together, the two business segments generated about $390 million
in revenue in 2013 (more than half of OHI's revenues for the
year), with $350 million from the wood preservation business and
$40 million from railroad services.  Although the sale could
slightly detract from S&P's view of OHI's business risk profile,
S&P's are unlikely to revise its assessment downwards from the
"weak" category, in light of S&P's view of the company's utilities
services business and its profitability.

Although OHI may use the proceeds from the divestiture to repay
its $405 million term loan following the transaction's completion,
this may not lead to permanent improvement in the company's credit
measures.  Upon the transaction's completion, the divestiture
would reduce OHI's overall revenues and render the company reliant
solely on the earnings from its utilities services business.  S&P
also recognizes the potential for OHI's private equity owners to
increase debt in the near future.  S&P will reassess the company's
financial risk profile as information becomes available regarding
any potential future transactions for the remaining business.

The ratings are on CreditWatch with negative implications.  "We
expect to resolve the CreditWatch placement within the next
several months by either affirming or lowering the corporate
credit rating on OHI after evaluating the new capital structure,
the equity owners' financial policies, and management's business
strategies," said Standard & Poor's credit analyst Robyn Shapiro.
"If OHI's long-term capital structure appears likely to involve
high debt leverage, such as adjusted debt to EBITDA of greater
than 5x, then we could lower the ratings."


PHILADELPHIA INQUIRER: Judge Orders Ownership Group to Dissolve
---------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
the Philadelphia Inquirer and Philadelphia Daily News will be put
up for sale once again, but this time the prize-winning
publications will be sold at a "private, 'English-style,' open
outcry auction" among the current owners.

The floor price will be $77 million, cash, and the auction is to
be held before the end of May, according to an order issued by
Vice Chancellor Donald Parsons of Delaware's Court of Chancery,
the report related.

The auction will be the next step in a corporate divorce that has
seen the wealthy and powerful owners of Philadelphia's daily
newspapers grappling with each other in courts in two states, the
report further related.

According to the Journal, the ruling was a win for New Jersey
political power broker George E. Norcross III, a leader of one
faction of the ownership group who said rules the owners agreed to
when they bought the newspapers in 2012 required a private
auction.

In a statement, Mr. Norcross said he was pleased that the judge
"agreed that the bidding process should be open and transparent
and that it should be done quickly," the report added.


PLUMLINE INVESTING: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Plumline Investing, LLC
        609 Metairie Road, Suite 220
        Metairie, LA 70005

Case No.: 14-11004

Chapter 11 Petition Date: April 25, 2014

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

Judge: Hon. Elizabeth W. Magner

Debtor's Counsel: Laura F. Ashley, Esq.
                  JONES WALKER, ET AL
                  201 St. Charles Avenue, Suite 4900
                  New Orleans, LA 70170
                  Tel: (504) 582-8118
                  Fax: (504) 589-8118
                  Email: lashley@joneswalker.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alfonso Castillo, manager.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/laeb14-11004.pdf


PLUMLINE PROPERTIES: Case Summary & 10 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Plumline Properties, LLC
        609 Metairie Road, Suite 220
        Metairie, LA 70005

Case No.: 14-11005

Chapter 11 Petition Date: April 25, 2014

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

Judge: Hon. Elizabeth W. Magner

Debtor's Counsel: Laura F. Ashley, Esq.
                  JONES WALKER, ET AL
                  201 St. Charles Avenue, Suite 4900
                  New Orleans, LA 70170
                  Tel: (504) 582-8118
                  Fax: (504) 589-8118
                  Email: lashley@joneswalker.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alfonso Castillo, manager.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/laeb14-11005.pdf


PORTER HAYDEN: Asbestos Coverage Suit Kept Alive
------------------------------------------------
Law360 reported that a Maryland federal judge largely upheld a
pair of American International Group Inc. insurers' suit seeking
to bar coverage from defunct insulation seller Porter Hayden Co.
for its asbestos injury suits, finding that she can't rule on the
reasonableness of the underlying settlements.

Judge Catherine C. Blake of the U.S. District Court for the
District of Maryland issued two orders dated March 31, 2014:

   (1) Judge Blake, in the first order, granted defendant Porter
Hayden Company's motion to exclude the expert testimony of Dr.
Michael A. Brown and granted in part and denied in part the motion
to exclude the expert testimony of Dr. Charles H. Mullin.  The
Court ruled that Brown provides an explanation that could be made
by calling a non-expert, fact witness.  Indeed, there are other
witnesses the Insurers may call to explain the Trust's procedures,
such as Trustee T. Dennis Feeley.  Judge Blake also found that
Mullin's methodology in comparing the Porter Hayden Bodily Trust's
valuation of claims to "historical" amounts paid by Porter Hayden
in the tort system reliable.  A full-text copy of Judge Blake's
Decision in this matter is available at http://is.gd/0HXpxmfrom
Leagle.com.

   (2) In the second order, Judge Blake granted in part and denied
in part the motion for summary judgment filed by National Union
Fire Insurance Company of Pittsburgh, P.A., and American Home
Assurance Company to bar coverage settlements made by the Trust.
Judge Blake also granted in part and denied in part Porter
Hayden's motion for summary judgment as it pertains to the
reasonableness of the Trust's settlements and whether the Insurers
have waived their right to object to those settlements.  A full-
text copy of Judge Blake's Decision in this matter is available at
http://is.gd/OASqb3from Leagle.com

The case is NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH,
PA., et al., v. PORTER HAYDEN COMPANY, et al., CIVIL NO. CCB-03-
3408, NO. CCB-03-3414 (D. Md.).

Porter Hayden Company, as Plaintiff, is represented by Robert Eric
Johnston, Esq. -- rjohnston@hollingsworthllp.com -- at
Hollingsworth LLP.  Porter Hayden Company, as Debtor, represented
by Robert Eric Johnston, Esq., at Hollingsworth LLP & Deborah Hunt
Devan, Esq. -- dhd@nqgrg.com -- at Neuberger Quinn Gielen Rubin
and Gibber PA.

National Union Fire Insurance Company of Pittsburgh, PA,
Defendant, represented by:

         Timothy R Dingilian, Esq.
         JACKSON AND CAMPBELL PC
         400 Poydras Street, Suite 2090
         New Orleans, Louisiana 70130
         Toll Free: (866) 920-8471
         Facsimile: (504) 680-4101

Subpoena Group Objectors, Movant, represented by Deborah Hunt
Devan, Esq., at Neuberger Quinn Gielen Rubin and Gibber PA.


PRIVATE ESCAPES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Private Escapes Pinnacle Deer Valley, LLC
        3213 Shore Rd.
        Fort Collins, CO 80524

Case No.: 14-24221

Chapter 11 Petition Date: April 24, 2014

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. Joel T. Marker

Debtor's Counsel: Knute A. Rife, Esq.
                  RIFE LAW OFFICE
                  PO Box 2941
                  Salt Lake City, UT 84110
                  Tel: 801-809-9986
                  Email: KARife@RifeLegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Keith, member/manager.

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


PUREFITNESS CARLSBAD: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Purefitness Carlsbad, Inc.
        701 B Street Suite 366-368
        San Diego, CA 92101

Case No.: 14-03171

Chapter 11 Petition Date: April 24, 2014

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Julian McMillan, Esq.
                  MCMILLAN LAW GROUP
                  2751 Roosevelt Road, Suite 204
                  San Diego, CA 92106
                  Tel: 858-499-8954
                  Fax: 619-241-8291
                  Email: julian@mcmillanlawgroup.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael London, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb_14-03171.pdf


QUEEN OF HEARTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Queen of Hearts Cruises Inc.
        1632 York Avenue
        New York, NY 10028

Case No.: 14-11219

Chapter 11 Petition Date: April 25, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Martin Glenn

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE
                    & WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jpasternak@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven Salsberg, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-11219.pdf


RADIO SYSTEMS: S&P Affirms 'B' CCR & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Knoxville, Tenn.-based Radio Systems Corp. (RSC) at 'B',
and revised the outlook to negative from stable.

At the same time, S&P affirmed its issue-level rating on the
$250 million senior secured second-lien notes due 2019 at 'B'.
The recovery rating remains '4', indicating S&P's expectation for
average (30%-50%) recovery of principal in the event of default.

The ratings on RSC reflect S&P's view of its "highly leveraged"
financial risk profile and "weak" business risk profile.  S&P's
anchor of 'b', given two potential outcomes ('b' or 'b-'),
reflects its assessment of RSC's stronger credit metrics relative
to its 'b-' rated peers.  For the 12 months ended Dec. 31, 2013,
S&P estimates a ratio of adjusted total debt to EBITDA of about
5x, which is relatively unchanged from fiscal year-end 2012.
Similarly, the ratio of funds from operations (FFO) to total debt
remained near 10%.  S&P expects the company to improve its credit
metrics through a combination of payments on the revolving credit
facility and relatively stable adjusted EBITDA margin; however,
the scheduled covenant step-down in March 2014 could result in
single-digit covenant cushion. Another covenant step-down is
scheduled in March 2015.

S&P views the company's business risk profile as "weak."  Key
credit factors in that assessment include S&P's view that the
company has a narrow business focus, highly discretionary product
offerings, and risks related to outsourcing substantially all of
its manufacturing to third parties.  RSC continues to have a
narrow product focus in the highly competitive pet supplies
industry as the leader in the niche wireless pet containment and
training market.

The negative outlook reflects S&P's expectation that covenant
cushion could remain below 15% over the near term.


REPUBLIC OF TEXAS: Settles Claims Against Empire Capital & Ex-CFO
-----------------------------------------------------------------
Republic of Texas Brands Incorporated on April 24 disclosed that
it has reached a preliminary amicable settlement in its claims
against Scott Forsythe, Matthew Nicoletti, Empire Capital LLC and
Michael Welch, the Company's former Chief Financial Officer.  The
terms of the settlement will remain confidential until approved by
the Bankruptcy Court.

Jerry Grisaffi, Chief Executive Officer, stated, "We thank Scott
Forsythe, Matthew Nicoletti, and everyone at Empire Capital for
this resolution and support of our Chapter 11 reorganization plan
and wish them every success in their future endeavors."

Mr. Grisaffi continued, "This is a giant step towards the
Company's successful exit from Chapter 11 reorganization and will
benefit both our creditors and our shareholders.  With the return
of the Welch stock to treasury the share structure will be reduced
to 202,730,433.  There will be no reversal of the stock and all
shares held by investors will be unaffected.  This will help us
move forward with our plans to acquire Chill Texas, which will
provide us with a solid revenue base to grow and meet our plan
obligations."

"We are happy to move even further in the reorganization process
and to look for acquisitions that create shareholder value," said
Mr. Grisaffi.

            About Republic of Texas Brands Incorporated

Republic of Texas Brands Incorporated's mission is to find the
premier cannabis and hemp industry innovators, leveraging its team
of professionals to source, evaluate and purchase value-added
companies and products, while allowing them to keep their
integrity and entrepreneurial spirit.

The company filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Tex. Case No. 13-bk-36434) on Dec. 17, 2013.  The company
estimated assets of $0 to $50,000 and liabilities of $500,001 to
$1 million.  Judge Barbara J. Houser presides over the case.

The Debtor is represented by:

         Eric A. Liepins
         ERIC A. LIEPINS, P.C.
         12770 Coit Rd., Suite 1100
         Dallas, TX 75251
         Tel: (972) 991-5591
         E-mail: eric@ealpc.com


RESIDENTIAL CAPITAL: Court Won't Revisit Ruling Against Lahrman
---------------------------------------------------------------
Bankruptcy Judge Martin Glenn denied the Motion to Reconsider or
Otherwise Alter, Amend and Modify Order or Judgment and Motion for
Releif [sic] from Judgment or Order filed by Timothy J. Lahrman in
the Chapter 11 case of Residential Capital LLC.  Lahrman asked the
Court to reconsider its Order Granting Ally Financial Inc.'s
Motion for an Order Enforcing the Chapter 11 Plan Injunction,
which enforced the Third Party Release and Injunction provisions
of the Second Amended Joint Chapter 11 Plan Proposed by ResCap et
al. and the Official Committee of Unsecured Creditors as to claims
Lahrman asserts in an Indiana state court proceeding against Ally
Financial.  The Court said Lahrman has failed to satisfy the
standards for a motion for reconsideration.  A copy of the Court's
April 23, 2014 Memorandum Opinion and Order is available at
http://is.gd/VgnMbJfrom 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.


REVEL AC: Judge Wizmur Closes Chapter 11 Bankruptcy Case
--------------------------------------------------------
The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey on March 31 issued a final decree closing
the Chapter 11 bankruptcy case of Revel AC Inc. and its debtor-
affiliates because:

  -- the confirmation order has become final;
  -- the plan does not require any deposits;
  -- the plan has been substantially consummated;
  -- the property required to be transferred by the plan has been
      transferred;
  -- each of the reorganized Debtors has assumed the business and
     management of the property dealt with the plan; and
  -- the reorganized Debtors have represented that all statutory
     fees have been paid.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

The Official Committee of Unsecured Creditor retained Christopher
A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at
Polsinelli PC as counsel.

Revel AC Inc. on May 21, 2013, disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.


REVSTONE INDUSTRIES: GM Says $95M PBGC Deal Ignores Its Claims
--------------------------------------------------------------
Law360 reported that General Motors LLC took issue with a
settlement bankrupt auto parts conglomerate Revstone Industries
LLC reached with the Pension Benefit Guaranty Corp. to resolve
more than $95 million in pension-related claims, arguing the deal
ignores the auto giant's $10 million in claims against the debtor.

According to the report, in a motion before the Delaware
bankruptcy court, GM said that it doesn't necessarily oppose the
principle of a deal to settle with the PBGC, but that the
agreement on the table takes money upon which the auto giant says
should be used to pay its claims.

                     About Revstone Industries

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


REVSTONE INDUSTRIES: Selling Canadian Unit for $14.1MM to Zynik
---------------------------------------------------------------
Revstone Industries LLC seeks Bankruptcy Court approval to sell
its equity interest in Revstone Wallaceburg Canada Inc., to Zynik
Capital Corporation, subject to competitive bidding and auction.

Revstone also seeks Court approval of procedures and related
deadlines with respect to the bidding, auction and sale.

Revstone and Zynik entered into a share purchase agreement dated
March 13.  Zynik is not an insider or affiliate, the Debtor said.

Revstone will sell to Zynik 100 shares of common stock of RWCI,
which represents 100% of the issued and outstanding equity
interests of RWCI.  The purchase price is $14,100,000, subject to
certain adjustments.  According to papers filed by the Debtors,
the purchase price is "less (i) an amount equal to the aggregate
of the WFCU [Windsor Family Credit Union] RWCI Debt, the RBC
[Royal Bank of Canada] Debt and the Reimbursable Capital
Expenditure Debt; (ii) the amount of the RWCI Shareholder Loan,
plus (iii) an amount equal to the amount by which the Networking
Capital as of Closing is less than the sum of $12,000,000, plus
the amount of the Reimbursable Capital Expenditures, provided,
howver, that any individual Reimbursable Capital Expenditure
exceeding $100 and not listed on Schedule 1.1(d), shall not be
added to th Purchase Price unless the Purchaser shall have first
consented to the same prior to such expenditure being included in
the Purchase Price."

Zynik has provided $500,000 as deposit.

RWCI is is the parent of Aarkel Tool & Die Inc., a manufacturer of
diecast tooling, plastic injection tooling and aluminum
product/prototype tooling products.  RWCI conducts no active
business and merely serves as holding company that owns 25,953,128
shares of Aarkel, which operates out of two plants in Wallaceburg,
in Ontario, Canada.

Revstone hired Stout Risius Ross Inc., as investment banker to
market the RWCI equity interest and Aarkel assets.

The sale agreement provides for a host of fees payable to the
buyer:

     -- Revstone proposes to pay Zynik $500,000 as breakup fee
        and a refund to its deposit in the event the Debtors
        close a deal with another buyer within the nine-month
        period immediately following the auction.

     -- In the event the deal with Zynik won't close within
        nine-months from the entry of the agreement, Zynik will
        be entitled to reimbursement of its expenses not to
        exceed $500,000.

     -- Zynik will also be entitled to a $500,000 breach fee
        in the event the sale fails to close following the
        auction, so long as the shares are not sold to another
        buyer.

     -- In the event the Bankruptcy Court refuses to approve the
        bid procedures and the sale agreement with Zynik is
        terminated as a result of that refusal, Zynik will be
        entitled to reimbursement by Aarkel of its fees of up
        to $100,000 in consideration of the time and expense,
        and payment of certain bank commitment, work and similar
        fees.

The Debtor said the alternative buyer will be responsible for
paying the breakup fee.

The Debtor said it is required under the sale agreement to obtain
approval of the bidding procedures no later than May 16, conduct
an auction within 45 days from April 21, the date the Bid
Procedures Motion was filed, obtain an order approving the sale no
later than three business days after the auction date, and close
the sale within 14 days after entry of the sale order.

A hearing on the request is set for May 15 at 11:30 a.m.
Objections are due May 8.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


REVSTONE INDUSTRIES: Committee Seeks Ouster of PBGC as Member
-------------------------------------------------------------
The Bankruptcy Court in Wilmington, Delaware will convene a
hearing April 30 at 10 a.m. ET to consider the request of the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Revstone Industries LLC to compel the U.S. Trustee to
reconstitute the Committee by removing the Pension Benefit
Guaranty Corporation as member.  The Court will also consider the
PBGC's objection to the request.

The Committee explained that a conflict of interest has arisen
following the PBGC's entry into a $95 million settlement with the
Debtors to resolve its claims related to four pension plans.  The
settlement includes an agreement by the PBGC to support any plan
of reorganization filed by Revstone.  The Committee, however, does
not believe the settlement believes the settlement is in the best
interest of the estates.  The Committee also noted that the
current Plan filed by Revstone includes broad exculpation and
release provisions that are at odds with the Plan that has been
filed by the Committee.  Revstone's plan also provides a post-
effective date corporate governance mechanism that conflicts with
the corporate governance proposed by the Committee in its plan.

On March 10, the Committee, excluding the PBGC, unanimously voted
to oust the PBGC.  On March 17, the Office of the U.S. Trustee
declined to do so at this juncture.  This prompted the Committee
to file the request.

The Committee consists of Boston Finance Group LLC, Schoeller Arca
Systems Inc, Patrick J. O'Mara, Thule Holding and the PBGC.
Schoeller resigned from the Committee on May 23, 2013, and Kerry
Capital Advisors Inc. was named to the panel on Feb. 4, 2014.

Calling the Motion "yet another instance of wasteful and
unproductive litigation", irresponsibly adding to administrative
expenses in a case that is currently administratively insolvent,"
the PBGC urged the Court to toss the request.  The PBGC related
that on Feb. 20 it consulted with the Office of the U.S. Trustee
about its status as a Committee member in light of the settlement.
The PBGC said it was advised to remain on the Committee pending
the outcome of the Debtors' Motion to approve the settlement, and
to recuse itself as appropriate from Committee discussions and
votes regarding the settlement.

The PBGC said it advised counsel for the Committee that it
intended to follow the guidance offered by the U.S. Trustee, and
that it would resign from the Committee if the Settlement Motion
is approved.  The PBGC said it has voluntarily recused itself from
all Committee activity related to the PBGC Settlement and the 9019
Motion.

The PBGC argues that the issues raised by the Committee's Motion
will be effectively resolved by the hearing on the Settlement
Motion, which is scheduled for May 6, 2014. There is, thus, no
reason why the Committee's Motion needs to be heard before the
Settlement Motion hearing.  If the Settlement Motion is not
approved by the Court, the PBGC said it should continue to be a
member of the Committee.  The PBGC noted that it is the largest
unsecured creditor of Revstone and its affiliates, with a claim in
excess of $95 million.  If that claim is not resolved pursuant to
the PBGC Settlement, the U.S. Trustee's appointment of PBGC to the
Committee must stand.

Counsel for the Committee is:

     Mark L. Desgrosseilliers, Esq.
     Ericka Fredricks Johnson, Esq.
     Steven K. Kortanek, Esq.
     Matthew P. Ward, Esq.
     WOMBLE CARLYLE SANDRIDGE & RICE, LLP
     222 Delaware Avenue, Suite 1501
     Wilmington, DE 19801

Counsel for Boston Finance Group, LLC, is represented by:

     Gregg M. Galardi, Esq.
     Sarah E. Castle, Esq.
     DLA PIPER LLP
     1251 Avenue of the Americas
     New York, NY 10020-1104

The PBGC is represented by:

     Israel Goldowitz, Esq.
       Chief Counsel
     Karen L. Morris, Esq.
       Deputy Chief Counsel
     Kartar S. Khalsa, Esq.
       Assistant Chief Counsel
     Desiree M. Amador, Esq.
     M. Katherine Burgess, Esq.
     Cassandra B. Caverly, Esq.
     Melissa Harclerode, Esq.
       Attorneys
     PENSION BENEFIT GUARANTY CORPORATION
     Office of the Chief Counsel
     1200 K Street, N.W., Suite 340
     Washington, D.C. 20005
     Tel: (202) 326-4020, ext. 4779
     Fax: (202) 326-4112
     E-mails: burgess.katie@pbgc.gov
              efile@pbgc.gov

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


STEPPING STONES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Stepping Stones, LLC
        832 Urbane Road
        Cleveland, TN 37312

Case No.: 14-11772

Chapter 11 Petition Date: April 25, 2014

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Hon. John C. Cook

Debtor's Counsel: Richard L Banks, Esq.
                  RICHARD BANKS & ASSOCIATES, P.C.
                  393 Broad Street NW
                  P. O. Box 1515
                  Cleveland, TN 37311
                  Tel: (423) 479-4188
                  Email: bmerriman@rbankslawfirm.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Angela M. Jay, chief manager.

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


STEVE & BARRY'S: Court Won't Revive Paul Hastings Malpractice Suit
------------------------------------------------------------------
Law360 reported that New York's high court declined a Cerberus
Capital Management LP affiliate's bid to appeal its loss in a $50
million malpractice suit against Paul Hastings LLP, leaving in
place a ruling that found the firm couldn't be blamed for a
troubled loan the affiliate made to another company to buy assets
from a bankrupt retailer.

According to the report, the New York State Court of Appeals
issued a brief order saying it had denied Ableco Finance LLC's
motion to argue that a lower appellate panel had erred.

                        About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual apparel
retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 protection on July 9, 2008 (Bankr.
S.D.N.Y. Lead Case No. 08-12579).  Lori R. Fife, Esq., and Shai
Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &
Barry's Manhattan LLC (Case No. 08-12579) has been changed to
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they disclosed $693,492,000
in total assets and $638,086,000 in total debts.


SUNTECH POWER: Ch. 15 Venue 'Engineered,' Solyndra Says
-------------------------------------------------------
Law360 reported that a residual trust representing Solyndra, the
failed government-backed solar panel maker, argued in bankruptcy
court that Suntech Power Holdings Inc. should not be allowed to
proceed with its Chapter 15 case in New York, saying the venue
selection was "engineered" by noteholders.

According to the report, John A. Morris of Pachulski Stang Ziehl &
Jones LLP, representing the Solyndra Residual Trust, argued before
U.S. Bankruptcy Judge Stuart M. Bernstein that the Suntech
proceeding has nothing substantial to link it to New York.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are
represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP,
in White Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.

In February 2014, Suntech Power disclosed that the joint
provisional liquidators of the Company appointed by the Grand
Court of the Cayman Islands to oversee the restructuring of the
Company have commenced a Chapter 15 proceeding under the U.S.
Bankruptcy Code in a federal court in the Southern District of New
York.  Under such a proceeding, the Company is seeking to have
recognized in the United States the Company's overseas provisional
liquidation which has previously been granted in the Cayman
Islands.


TERI POLO: 'Meet the Parents' Actress Files Ch. 11 Owing the IRS
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Teri Polo, who played the wife of Ben Stiller in the
Focker family movie series, filed a Chapter 11 petition on April
14 in Los Angeles, citing state and federal tax debts.

According to the report, her petition listed less than $50,000 in
assets and less than $1 million in debt.  Polo owes about $750,000
in U.S. taxes and about $27,000 in California taxes, the report
said, citing the petition.  She listed credit-card debt of
$30,000, the report added.

The case is In re Theresa Polo, 14-bk-17165, U.S. Bankruptcy
Court, Central District California (Los Angeles).


TREND SOUND: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Trend Sound Promoter AMG Corp
        601 108th Ave NE #1900
        Bellevue, WA 98004

Case No.: 14-13193

Chapter 11 Petition Date: April 25, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Marc Barreca

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union St Ste 500
                  Seattle, WA 98101
                  Tel: 206-223-9595
                  Email: feinstein2010@gmail.com

Total Assets: $412,463

Total Liabilities: $5 million

The petition was signed by Volodimyr Pigida, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/wawb14-13193.pdf


TWEETER HOME: Order Revoking Securities Registration Now Final
--------------------------------------------------------------
The U.S. Securities and Exchange Commission said in a Notice dated
April 23, 2014, that the initial decision dated March 11, 2014, of
Carol Fox Foelak, the Administrative Law Judge, which revokes the
registrations of the registered securities of Tweeter Home
Entertainment Group, Inc. (a/k/a TWTR, Inc.), is deemed final.

According to the notice, Tweeter Home Entertainment Group (CIK No.
1060390) is a delinquent Delaware corporation located in Canton,
Massachusetts, with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g).  THEGQ is
delinquent in its periodic filings with the Commission, having not
filed any periodic reports since it filed a Form 10-Q for the
period ended March 31, 2007, which reported a net loss of
$34,349,000 for the prior six months.  On June 11, 2007, THEGQ
filed a Chapter 11 petition in the U.S. Bankruptcy Court for the
District of Delaware, which was still pending as of Feb. 12, 2014.
As of Feb. 12, 2014, the common stock of THEGQ was quoted on OTC
Link (formerly "Pink Sheets") operated by OTC Markets Group Inc.
(OTC Link), had 15 market makers, and was eligible for the
"piggyback" exception of Exchange Act Rule 15c2-11(f)(3).


UNIVAR INC: Moody's Lowers Corporate Family Rating to 'B3'
----------------------------------------------------------
Moody's Investors Service downgraded Univar Inc.'s Corporate
Family Rating (CFR) and term loan ratings to B3 from B2 and
changed the ratings outlook to stable from negative. The downgrade
reflects its high leverage and lack of growth in profits.

The following summarizes the ratings activity:

Univar Inc.

Ratings Downgraded:

Corporate Family Rating -- B3 from B2

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

Senior Secured Term Loan B due 2017 -- B3 (LGD4, 53%) from B2
(LGD4, 51%)

Senior Secured Euro Term Loan B due 2017 -- B3 (LGD4, 53%) from
B2 (LGD4, 51%)

Outlook: Stable

Ratings Rationale

The downgrade to a B3 CFR reflects the company's high leverage
(7.9x debt/EBITDA as of December 31, 2013), which Moody's expects
to remain elevated in 2014, despite modest improvements in certain
end-markets that should positively impact the company's
profitability. The company failed to meet its 2013 profit
projections by a wide margin resulting in unusually weak metrics
for a B2 CFR. Moreover, Moody's expects that even with
improvements in Univar's 2014 profitability that its leverage will
be higher than is typical for B2 rated entities. Elevated leverage
is partly due to the underperformance of acquisitions over the
past two years. In 2013, Univar focused on cutting costs to
improve profitability. Additionally, the company suspended the
implementation of a new ERP system and acquisition activities.

Univar's CFR also reflects its modest operating margins (albeit
typical for a chemicals distributor) that allow for a minimal
cushion in its highly leveraged situation, an underperforming
European business with regional concentration, a product mix in
the US including commodity chemicals, its history of inconsistent
free cash flow generation (as cash flow has been invested in
working capital to support sales growth), and working capital
seasonality associated with the company's agricultural chemicals
distribution business in Canada that will require the company to
borrow additional funds on a seasonal basis. The ratings favorably
recognize Univar's leading market share in North America and large
market share in Europe, economies of scale, long-lived customer
and supplier relationships with minimal concentration, favorable
industry trends in outsourcing to distributors that has resulted
in the distribution business growing faster than overall chemicals
sales, the relatively stable nature of the firm's historical
EBITDA generation, and modest maintenance capital expenditure
requirements.

Univar has good liquidity supported by its cash balances ($180
million as of December 31, 2013) and unused capacity under its
revolving credit facility. The company's $1.3 billion ABL revolver
due 2018 (excluding the $100 million ABL term loan), used by its
US and Canadian operations, had $711 million of unused
availability as of December 31, 2013. Under the revolving credit
agreement, the company has a springing fixed charge coverage ratio
(FCCR). In order to have access to the last 10% of the face amount
of the US facility or combined borrowing base, the company would
be required to maintain a FCCR in excess of 1.00x (1.4x as of
December 31, 2013). The company believes it will maintain a ratio
in excess of 1.0x through 2014. Currently, the ABL revolver due
2018, and the term loan agreement due 2017, do not have financial
maintenance covenants. The company also has a EUR200 million
asset-based revolving credit facility to fund its European
operations. The company has a favorable debt maturity profile,
with no near-term debt maturities and amortization payments
totaling approximately $28 million per year on the term loan.
Additionally, the term loan agreement requires that excess cash
flow (as defined in the credit agreement) be used to repay the
term loan; the applicable percentage is a function of the
leverage. Capital expenditures in 2014 are expected to be lower
than 2013 spending as a result of the company suspending the
implementation of a new ERP system and investing modestly in
growth initiatives.

The stable outlook assumes that Univar's profitability will
improve modestly, the company will generate positive free cash
flow and will maintain a good liquidity profile in 2014-2015.
Univar's ratings could be upgraded if it were to grow its sale
volumes, improve profit margins and decrease leverage below 5.5x
on a sustained basis. The ratings could be downgraded if there is
a meaningful decline in liquidity or leverage remained above 7x on
a sustained basis.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 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.

Univar Inc. is one of the largest distributors of industrial
chemicals and providers of related services, operating more than
300 distribution centers to service a diverse set of end markets
in the US, Canada and Europe. The company was taken private in
October 2007, and is currently majority owned by funds managed by
CVC Capital Partners and Clayton, Dubilier & Rice, LLC. The
company had revenues of $10.3 billion for the year ended December
31, 2013.


UTIX GROUP: Order Revoking Securities Registration Now Final
------------------------------------------------------------
The U.S. Securities and Exchange Commission said in a Notice dated
April 23, 2014, that the initial decision dated March 11, 2014, of
Carol Fox Foelak, the Administrative Law Judge, which revokes the
registrations of the registered securities of Utix Group, Inc., is
deemed final.

Utix Group (UTIXQ) (CIK No. 842010) is a void Delaware corporation
located in Burlington, Massachusetts, with a class of securities
registered with the Commission pursuant to Exchange Act Section
12(g). UTIXQ is delinquent in its periodic filings with the
Commission, having not filed any periodic reports since it filed a
Form 10-KSB4 for the period ended Sept. 30, 2007, which reported a
net loss of $7,605,249 for the prior year.

On May 20, 2008, UTIXQ filed a Chapter 7 petition in the U.S.
Bankruptcy Court for the District of Massachusetts, which was
closed on July 8, 2012.  As of Feb. 12, 2014, the common stock of
UTIXQ was quoted on OTC Link, had four market makers, and was
eligible for the "piggyback" exception of Exchange Act Rule 15c2-
11(f)(3).


VELOCITY EXPRESS: Order Revoking SEC Registration Now Final
-----------------------------------------------------------
The U.S. Securities and Exchange Commission said in a Notice dated
April 23, 2014, that the initial decision dated March 11, 2014, of
Carol Fox Foelak, the Administrative Law Judge, which revokes the
registrations of the registered securities of Velocity Express
Corporation is deemed final.

Velocity Express (VEXPQ) (CIK No. 1002902) is a void Delaware
corporation located in Westport, Connecticut, with a class of
securities registered with the Commission pursuant to Exchange Act
Section 12(g).  VEXPQ is delinquent in its periodic filings with
the Commission, having not filed any periodic reports since it
filed a Form 10-Q for the period ended March 28, 2009, which
reported a net loss of $30,358,000 for the prior nine months.

On Sept. 24, 2009, VEXPQ filed a Chapter 11 petition in the U.S.
Bankruptcy Court for the District of Delaware, which was closed on
Nov. 26, 2013. As of February 12, 2014, the common stock of VEXPQ
was not publicly quoted or traded.


VELOCITY POOLING: Moody's Assigns 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Velocity
Pooling Vehicle, LLC ("MAG"), including a B3 Corporate Family
Rating and B3-PD Probability of Default Rating. Moody's also
assigned a B3 rating to the company's proposed $305 million senior
secured first lien term loan and a Caa2 rating to the proposed $85
million second lien term loan. The ratings outlook is stable.

Velocity Pooling Vehicle, LLC is a newly created holding company
that will be formed to facilitate the merger of Ralco Holdings,
Inc. ("Ralco," d/b/a Motorsport Aftermarket Group) and Ed Tucker
Distributor, Inc. ("Tucker," d/b/a Tucker Rocky). On March 26,
2014, Ralco and Tucker entered into a definitive agreement to
merge. The combined entity will be a wholesale distributor,
designer, manufacturer, retailer and marketer of branded
aftermarket parts, accessories and apparel for the powersports
(motorcycle and related) industry. Pro forma revenue for the
combined entity is about $850 million.

Upon completion of the merger, Velocity will be the borrower under
the proposed credit facilities and parent company of these two
entities. The new combined company will be majority owned by LDI,
Ltd., and will do business as Motorsports Aftermarket Group
("MAG"). Proceeds from the proposed term loans along with
borrowings under a proposed $175 million revolving credit facility
(unrated) will be used to repay existing debt at the two
companies, fund a $30 million distribution to LDI, Ltd., and pay
related transaction fees and expenses. The proposed credit
facilities will be guaranteed by Velocity's direct parent company,
Velocity Holding Company, Inc., and all direct and indirect U.S.
subsidiaries.

The assigned ratings are subject to completion of the transaction
as proposed and review of final documentation.

New ratings assigned to MAG:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

Proposed $305 million senior secured first lien term loan due
2021, B3 (LGD-4, 52%)

Proposed $85 million senior secured second lien term loan due
2022, Caa2 (LGD-5, 87%)

Ratings Rationale

MAG's B3 Corporate Family Rating acknowledges the highly
discretionary nature and narrow product focus of the company's
products which have proven to be highly sensitive to unfavorable
shifts in the economy. Both unit sales and the overall installed
base of motorcycle products declined significantly during the most
recent recession, and have not materially improved since,
according to the Motorcycle Industry Council. These risk factors
compound Moody's concerns related to the company's high leverage.
Pro forma debt/EBITDA giving benefit to certain cost and revenue
synergies, is about 6.0 times. And while Moody's expect the pro
forma entity will generate positive free cash flow, carve-outs and
excess cash flow definitions allow for sizeable cash flow leakage
for investments, acquisitions and restricted payments.
Additionally, there are no material maintenance-type financial
covenants in the terms of the credit facility as currently
proposed.

Positive rating considerations is given to MAG's portfolio of well
known brand names in the industry along with the strategic
benefits of the transaction which combines two complementary
businesses into a larger, vertically integrated company with a
diverse customer base and multi-channel distribution system. Also
supporting the rating is the company's good liquidity profile.

The B3 rating assigned to MAG's proposed $305 million first lien
term loan facility reflects the first lien position on
substantially all assets of the company, other than accounts
receivable, inventory and cash which are pledged on a first lien
basis to the company's proposed ABL credit facility. The Caa2
rating on the proposed $85 million second lien term loan reflects
the junior position to the first lien term loan on these same
assets.

Velocity's liquidity profile is good, supported by the expectation
that positive free cash flow and significant availability under
the company's proposed $175 million ABL revolver will be more than
sufficient to cover seasonal cash flow needs over the next 12-18
months. The nearest debt maturity will be in 2019 when the ABL
facility expires. The proposed term loans do not contain financial
maintenance covenants, while the revolver will contain a springing
fixed charge coverage test of 1.0 time should excess availability
(as defined) fall below 10% of the maximum borrowing amount or $15
million at any time. Moody's does not expect the company to have
to meet this requirement.

The stable outlook reflects Moody's expectation that the two
businesses will be integrated without disruption, and that debt
protection metrics will only modestly improve over time as revenue
and cost saving synergies are realized.

Ratings could be downgraded if it appears that MAG's debt/EBITDA
will rise to near 7.0 times, EBITA/interest falls below 1.25
times, and/or the company's liquidity position weakens materially
for any reason. A higher rating would require that MAG achieve and
demonstrate the ability and willingness to maintain debt/EBITDA at
or below 5.5 times and EBITA/interest over 2.0 times while
maintaining its good liquidity profile.

Velocity Pooling Vehicle, LLC, headquartered in Indianapolis, IN,
is a new holding company that will be created following the merger
between Tucker (currently owned by LDI, Ltd.) and Ralco (currently
majority owned by Leonard Green & Partners), with LDI, Ltd. being
the majority owner of the combined entity following completion of
the transaction. Velocity is a wholesale distributor, designer,
manufacturer, retailer and marketer of branded aftermarket parts,
accessories and apparel for the powersports (motorcycle and
related) industry.


VELTI INC: Gets Court Approval to Expand Duties of BMC Group
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Velti Inc., et al., to expand the scope of employment of BMC
Group, Inc., as claims and noticing agent.

The firm will provide certain administrative services to the
Debtors.  The firm is expected to:

   a) assist with, among other things, solicitation, tabulation
      and calculation of votes for purposes of plan voting;

   b) prepare any appropriate reports, exhibits and schedules of
      information;

   c) prepare a certificate setting forth the votes cast in
      connection with the plan, and if necessary testify in
      connection with the votes cast in connection with the plan;

   d) generate, provide and assist with claims objections,
      exhibits, claims reconciliation and related matters;

   e) assist the disbursing agent as needed to facilitate any
      distributions pursuant to a confirmed plan of
      reorganization; and

   f) provide other claims processing, noticing, solicitation,
      tabulating and administrative services described in the
      services agreement, but not previously approved by the
      retention order, as may be requested from time to time by
      the Debtors.

Tinamarie Feil, president of client services for BMC Group, Inc.,
assured the Court that her 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.  Before the Petition Date, the Debtors paid a retainer to
BMC in the amount of $25,000.

                          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.


VYTERIS INC: Order Revoking Securities Registration Now Final
-------------------------------------------------------------
The U.S. Securities and Exchange Commission said in a Notice dated
April 23, 2014, that the initial decision dated March 11, 2014, of
Carol Fox Foelak, the Administrative Law Judge, which revokes the
registrations of the registered securities of Vyteris, Inc., is
deemed final.

Vyteris (VYTRQ) (CIK No. 1139950) is a revoked Nevada corporation
located in Fair Lawn, New Jersey, with a class of securities
registered with the Commission pursuant to Exchange Act Section
12(g).  VYTRQ is delinquent in its periodic filings with the
Commission, having not filed any periodic reports since it filed a
Form 10-Q for the period ended March 31, 2011, which reported
net income of $1,915,896 for the prior three months.

On Nov. 6, 2012, VYRTQ filed a Chapter 7 petition in the U.S.
Bankruptcy Court for the District of Nevada, which was still
pending as of Feb. 12, 2014.  As of Feb. 12, 2014, the common
stock of VYTRQ was quoted on OTC Link, had eight market makers,
and was eligible for the "piggyback" exception of Exchange Act
Rule 15c2-11(f)(3).


WALKER LAND: US Trustee Names Breet Reynolds as New Panel Member
----------------------------------------------------------------
United States Trustee in Region 18 appointed Brett Reynolds as a
substitute member for Justin Maupin of the Official Committee of
Unsecured Creditors for the bankruptcy case of Walker Land &
Cattle LLC.  Mr. Maupin requested to be removed from the Committee
due to time commitments.

The new members of the Committee are:

  a) Robert A. Richner
     Crop Production Services, Inc.
     4914 Hwy 20/26
     Caldwell, ID 83605
     Tel: 208-455-1600, ext. 246
     Fax: 208-454-0280
     E-mail: bob.richner@cpsagu.com

  b) John Moffit
     Helena Chemical Company
     1010 E. Kartchner
     Pasco, WA 99301
     Tel: 509-546-5990
     Fax: 509-543-1116
     E-mail: moffitj@helenachemical.com

  c) Greg Nickerson
     AGRI-Stor Company
     P.O. Box 537
     Blackfoot, ID 83221
     Tel: 208-785-7000
     Fax: 208-785-7009
     E-mail: gkn@ida.net

                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.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.


WALLACE TRANSPORTATION: Case Summary & 13 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wallace Transportation, Inc.
        532 Peterbilt Ln
        Woodland, PA 16881

Case No.: 14-70277

Chapter 11 Petition Date: April 24, 2014

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Kevin J. Petak, Esq.
                  James R. Walsh, Esq.
                  SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: 814-536-0735
                  Fax: 814-539-1423
                  Email: kpetak@spencecuster.com
                         jwalsh@spencecuster.com

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

Estimated Liabilities: $500,000 to $1 million

The petition was signed by James M. Wallace, Jr., president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb14-70277.pdf


WEST HAVEN LUMBER: Auction & Sale Hearing Today
-----------------------------------------------
The West Haven Lumber Company has determined that it is in the
best interest of the Debtor, Debtor's estate and its creditors to
sell assets including but not limited to inventory, furniture,
fixtures and equipment, subject to higher and better offers, to WH
Lumber, LLC, a Connecticut limited liability company or its
affiliate for $850,000 in cash payable at closing.

The parties have entered into an Amended and Restated Asset
Purchase Agreement executed as of April 17, 2014.

The sale is subject to higher and better bids and the Court will
consider any competing bids today, April 28, 2014 at 9:00 a.m.
(Prevailing Eastern Time) at the United States Bankruptcy Court
for the District of Connecticut, New Haven Division, 157 Church
Street, 18th Floor, New Haven, Connecticut before the Honorable
Julie A. Manning.

At the Hearing, the Court will also consider the Debtor's
application and order, inter alia, approving the sale of the
Assets, pursuant to the APA, free and clear of all liens, claims,
encumbrances and interests of any kind and nature, except as
otherwise provided in the APA, to the person or entity that
submits the highest and best offer as determined by the Court and
to consider any higher and better offers.

The West Haven Lumber Company filed for Chapter 11 bankruptcy
(Bankr. D. Conn. Case No. 14-30246) on Feb. 12, 2014.

Counsel to the Debtor is:

     James G. Verrillo, Esq.
     ZELDES, NEEDLE & COOPER
     1000 Lafayette Boulevard
     Bridgeport, CT 06604
     Tel: 203-332-5780
     Fax: 203-333-1489


WESTERNBANK PR: AIG Must Defend $176M FDIC Suit, 1st Circ. Says
---------------------------------------------------------------
Law360 reported that the First Circuit ruled that AIG Insurance
Co. must advance defense costs in the Federal Deposit Insurance
Corp.'s lawsuit blaming former directors and officers of
Westernbank of Puerto Rico for $176 million of the defunct bank's
losses, citing a lack of consensus on the insured-vs.-insured
exclusion.

According to the report, AIG, formerly known as Chartis Insurance
Co., did not sway the First Circuit with its argument that the
insured-vs.-insured exclusion undoubtedly barred defense coverage
because the FDIC had stepped into shoes of Westernbank, an insured
under the Chartis policy.

The case is W Holding Company, Inc., et al v. AIG Insurance
Company - Puerto, Case No. 12-2008 (1st Cir.).


WOODSIDE HOMES: Moody's Hikes Sr. Unsecured Notes Rating to 'B3'
----------------------------------------------------------------
Moody's affirmed Woodside Homes' B3 corporate family and
probability of default ratings following the $40 million upsizing
of its existing $220 million 6.75% senior unsecured notes due
2021. In a related action, the senior unsecured notes were
upgraded to B3 from Caa1. Proceeds of the add-on note issuance
will be used primarily to fund the purchase of already identified
land opportunities. The rating outlook remains stable.

The upgrade of the senior unsecured notes is not driven by
Woodside's credit fundamentals. It reflects a rebalancing of the
company's capital structure wherein unsecured debt now constitutes
the preponderance of total indebtedness within the capital
structure.

The following ratings were affected by the rating action:

Corporate Family Rating affirmed at B3

Probability of Default Rating affirmed at B3-PD

Existing $220 million senior unsecured notes due 2021 upgraded
to B3 (LGD4, 53%) from Caa1 (LGD4, 61%)

New $40 million add-on senior unsecured notes due 2021 assigned
a B3 (LGD4, 53%)

The B3 corporate family rating reflects the company's relatively
small size and scale and limited diversity in terms of product
offering and price points compared with many of its peers that
have a national presence. In addition, the ratings incorporate the
company's relatively aggressive land investment plans given its
moderate land supply, a short track record in its current post-
bankruptcy configuration, and a modest liquidity profile.

At the same time, the rating reflects the continued, albeit
slowing, growth in demand and higher prices across the
homebuilding industry, as well as Moody's expectation of strong
growth for the company. The rating also takes into consideration
Woodside's stable profitability, its clean post-bankruptcy balance
sheet, the absence of recourse off-balance sheet arrangements, and
the equity support from the sponsors. The company's long presence
in one of the better performing master planned communities in the
nation (i.e., Summerlin), as well as a modest speculative building
percentage and low cancellation rates, also lend support to the
rating.

The upgrade of the senior unsecured notes reflects the company's
decision to obtain an unsecured revolving credit facility rather
than a secured facility, as was initially proposed when the
company received first-time ratings in July 2013. The lack of
secured indebtedness in the revised capital structure results in a
one-notch lift, bringing the unsecured debt rating in line with
the B3 corporate family rating.

As of March 31, 2014, Woodside has a satisfactory liquidity
profile, supported by a pro forma unrestricted cash balance of
approximately $79 million upon closing of the proposed note
upsizing, an undrawn $40 million unsecured revolving credit
facility due 2017, and a lack of significant debt maturities until
2021 when the senior unsecured notes mature. Liquidity is
constrained by the need to maintain compliance with three
financial covenants based on the expected terms of the credit
agreement that will govern the credit facility, including 60%
maximum consolidated leverage, 1.5x minimum consolidated interest
coverage, and a minimum tangible net worth requirement that
fluctuates based on performance. Moody's also project negative
cash flow generation as the company has an immediate need to
invest in land to meet future demand, given its relatively short
land supply.

The stable outlook reflects Moody's expectation of continued
improvement in the company's financial results.

Moody's may take a positive rating action if Woodside continues to
demonstrate strong top line growth, improves its geographic and
product line diversity, and sustains gross margins above 20%, all
while maintaining a conservative approach to debt leverage.

Moody's could lower the rating if the company's adjusted debt
leverage increases above 60%, if profitability and debt servicing
metrics deteriorate, or if liquidity weakens materially. Adjusted
debt includes reported debt of [$ million] plus adjustments for
operating leases, and, if applicable, recourse joint venture debt,
letters of credit employed in lieu of cash for lot option
deposits, and the remaining purchase price of specific performance
lot option contracts.

Woodside Homes Company, LLC, headquartered in North Salt Lake,
Utah, is a private homebuilder and a land developer, with a
presence in five states and a focus on entry and move-up
homebuyers. The company emerged from bankruptcy in 2009 and is
currently majority-owned by Oaktree Capital Management and
Stonehill Capital Management. During the last 12 months ended
December 31, 2013, Woodside generated $441 million in revenues and
$32 million in net income.


WOODSIDE HOMES: S&P Retains 'B' Rating on $220MM Sr. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue rating on
Woodside Homes Co. LLC and WoodsideHomes Finance Inc.'s existing
$220 million senior notes due 2021 is unchanged by the company's
proposed $40 million add-on to the notes.  The recovery rating on
this debt remains '2', reflecting S&P's expectation for a
substantial (70% to 90%) recovery if a payment default occurs.
S&P's 'B-' corporate credit rating on Woodside is unchanged and
the outlook remains stable.  The company will use proceeds for
growth capital, including the acquisition and development of land,
and general corporate purposes.

The ratings on Woodside reflect Standard & Poor's view of the
company's "vulnerable" business risk profile. Woodside's
homebuilding operations are relatively small and more
geographically concentrated than many of its rated peers, though
S&P do note that the company's exposure is largely to markets that
have outperformed the national market.  The ratings also reflect
Woodside's "aggressive" financial risk profile.  S&P expects debt
to EBITDA to hover between 4.0x and 4.5x and for EBITDA interest
coverage to be 3.5x to 4.0x.  Private-equity sponsors continue to
own a majority of the company, which S&P views as a ratings
constraint.

RATINGS LIST

Woodside Homes Co. LLC
Woodside Homes Finance Inc.
Corporate Credit Rating            B-/Stable/--
$260 Mil. Senior Notes Due 2021    B
   Recovery Rating                  2


* 2nd Circ. Sends Bankruptcy Lease Question To NY High Court
------------------------------------------------------------
Law360 reported that the Second Circuit asked New York's highest
court to resolve a question of whether the value of a bankrupt
woman's rent?stabilized lease is exempt from her bankruptcy
estate as a "local public assistance benefit" within the context
of New York debtor and creditor law.

According to the report, the case deals with the rent-stabilized
apartment lease of Mary Veronica Santiago-Monteverde, who while in
Chapter 7 changed the status of her lease to exempt from the
estate.


* Bondholders Denied Cert. In Suit Against Wells Fargo
------------------------------------------------------
Law360 reported that a Maryland federal judge denied class
certification to bondholders accusing Wells Fargo Bank NA of
breaching its duties by failing to take swift action after a
subprime mortgage lender defaulted on at least $1.75 million in
bond payments prior to bankruptcy.

According to the report, the plaintiffs claim that when KH Funding
Co. fell behind on its payments to bondholders in December 2008,
Wells Fargo, trustee for an indenture with the lender, should have
declared an event of default and given notice to investors.

The case is Gresser v. Wells Fargo Bank, N.A., Case No. 1:12-cv-
00987 (D. Md.).  The case is before Judge Catherine C. Blake.


* Garb Oil Enters Into Asset Purchase Deal with Bankrupt Company
----------------------------------------------------------------
Garb Oil & Power Corporation entered into a material contract, an
Asset Purchase Agreement, on April 23, 2014 for the Company to
purchase its first Florida production site.  On April 24, 2014,
the Company filed its OTC Markets Quarterly Report for the Quarter
Ending March 31, 2014 that includes the Company's required filing
of this material contract.

The Company entered into the Asset Purchase Agreement with a
dissolving company that is in bankruptcy for an industrial
manufacturing property and equipment that in very general terms
includes an over 40,000 square foot warehouse located in the State
of Florida on over 5 acres of land.  The bankruptcy hearing
pertaining to the sale is being held during next month, May 2014.
The Company is required to await the bankruptcy hearing's results
prior to further disclosure of the Asset Purchase Agreement.  The
Company's use of the industrial manufacturing property and
equipment will be to manufacture wood pellets to be used as an
alternate power fuel and for farm and agricultural applications.
In addition, the manufacturing facility will utilize power saving
technology including the use of recycled materials as fuel that
will result in lower operating costs.  Also, excess electricity
will be generated that may be sold back to the power company,
thereby the site generating an additional source of revenue.

Tammy Taylor, company Chief Executive Officer and President,
stated, "The Quarterly Report, especially the Financial Statements
and its Subsequent Events' Note, highlights the progress the
management team has made to date while at the same time the
Company has benefited from the management team's
personal/financial sacrifice in order for the Company to achieve
success for all shareholders.  I am extremely confident in Garb's
future and this has allowed me to invest into the company directly
through one of my company's.  I have also negotiated with a
supportive shareholder which will result in the company finalizing
an agreement to provide closing costs for asset purchases.  The
many hours spent since August last year in order to reorganize the
Company to be OTC Pink Current, begin sales and have the Company
in a position to be able to purchase its first industrial
manufacturing plant site is a testament to the dedication of the
entire reorganization team.  In addition, the Company will
continue to evaluate other potential asset acquisitions that
relate to the Company's Business Model."

               About Garb Oil & Power Corporation

Garb Oil & Power Corporation has a long company history in the
fast growing industry of waste recycling and specifically related
to waste-to-energy.  Garb is organized to utilize both next-
generation machines and new technologies, including those
contributed to the Company by the Burda Families, to vertically
integrate into the waste refinement, recycling and energy
industries.  In addition to selling new truck tires, shredders and
related recycling equipment, the Company's emphasis is for its own
plants to produce profitable new and "green" solutions for waste-
to-energy including the potential use of hemp, alternate energy
sources, fuel enhancements, recycle fuel operations that utilize
the fuel enhancement products, new equipment technologies that
improve energy usageefficiency and utilizing recycled material in
producing both useful and desirable products including wood
pellets and medical marijuana paraphernalia.


* Bankruptcy Law Center Records High Number of Bankruptcy Filings
-----------------------------------------------------------------
The Bankruptcy Law Center of San Diego, California filed the 2nd
highest number of bankruptcy cases in the city, the 7th in the
entire State, and the 36th in the United States.

The Bankruptcy Law Center of San Diego, California, hit a
milestone in 2013.  By the end of the calendar year, the firm
filed the 2nd most bankruptcy cases in San Diego, according to the
statistics presented by 722 Redemption Funding, Inc., an Ohio
based company.

Records also confirmed that Bankruptcy Law Center tallied the 7th
highest case filing total in the entire State of California and
the 36th highest total in the United States.  The milestones were
reached although San Diego draws from a smaller population base
than the metropolitan areas surrounding Los Angeles and the San
Francisco Bay Area.

The statistics compiled refer to Chapter 7 bankruptcy cases filed
in the year 2013, as reflected in data gathered through the Public
Access to Court Electronic Record or PACER.  Essentially
liquidation, Chapter 7 Bankruptcy -- also known as "clean-slate"
or "Fresh-Start" bankruptcy -- is the most common type filed by
debtors, wiping out nearly all of their Unsecured Debts in 90
days.

The high number of Chapter 7 bankruptcy case filings demonstrates
how the Bankruptcy Law Center San Diego has earned the trust of
clients.  Over the years, the firm has helped clients in the city
and neighboring areas face tough financial times, overwhelming
credit card debts, foreclosures, repossessions, garnishments, bank
levies, evictions, lawsuits, taxes and harassing phone calls.

"The thousands of bankruptcy cases that we've filed immediately
stop the loss of wages and property," said Wilfred Briesemeister,
Esq., Supervising Attorney at the Bankruptcy Law Center, who has
36 years of industry experience tucked under his belt.  "We meet
with consumers every day and provide them with a free analysis of
their legal options."

With offices located in San Diego and Vista, the Bankruptcy Law
Center offers free consultations with their bankruptcy experts to
help people find their way out of mounting financial troubles.

                  About Bankruptcy Law Center

San Diego Bankruptcy Law Center --
http://www.bankruptcyattorneys.org/-- comprises of a team of
trained lawyers and paralegals that specialize specifically in the
area of Bankruptcy law.  With many offices conveniently located
throughout Southern California, the firm helps clients get out of
debt, immediately begin to rebuild your credit and get back on the
right financial track.


* Legislator Proposes Bill to Help Steel, Mining Industries
-----------------------------------------------------------
A report available at Northland's NewsCenter's
northlandsnewscenter.com said Congressmen Rick Nolan (D-8th
District, Minn.) stood beside steelworkers in Eveleth, Minn., on
April 24 to announce a legislative initiative to help the U.S.
steel production and iron mining industries.  Rep. Nolan said the
legislation requires that 100% of US steel to be used in all
American Pipelines.

The report said the "American Pipeline Jobs and Safety Act," marks
the first time American iron ore and taconite workers along with
mines are included in the federal "Buy American Steel" provisions.
Currently, the 100% steel requirement is only for projects that
are federally funded.

The bill has been referred to a couple committees in the
legislature.  Action will likely come in 2015, the report said.


* Bank of America Should Face SEC Mortgage Suit, Judge Says
-----------------------------------------------------------
Edvard Pettersson and Erik Larson, writing for Bloomberg News,
reported that Bank of America Corp. should face U.S. Securities
and Exchange Commission claims over $855 million in mortgage-
backed securities, said a judge who nudged the lender toward
victory in a Justice Department suit over the same instruments by
advising that it be thrown out.

According to the report, Bank of America's request to dismiss the
SEC case should be denied because the regulator adequately laid
out its claims that the bank didn't disclose in offering papers
that most of the pooled mortgages for the securities were bought
wholesale from third-party brokers, U.S. Magistrate Judge David
Cayer in Charlotte, North Carolina, said on March 31.

"The complaint alleges sufficient facts to establish that
defendants negligently made material misrepresentations and
omissions here," the report cited Cayer as saying in a
recommendation to U.S. District Judge Max O. Cogburn Jr., who will
make the decision.

The divergent findings in the SEC and Justice Department cases,
brought under different laws, come as the U.S. seeks to punish
companies for wrongdoing that helped trigger the financial crisis,
the report related. Investors lost out when the collapse of the
U.S. housing market caused the value of related mortgage-backed
securities to plummet even after they received high marks from
credit-rating companies based on banks' representations.

The SEC case alleges securities fraud, the report further related.
The Justice Department seeks to hold Bank of America liable under
the Financial Institutions Reform, Recovery and Enforcement Act of
1989, or FIRREA, a previously little-used law stemming from the
savings-and-loan crisis of the 1980s.

The cases are Securities and Exchange Commission v. Bank of
America Corp. (BAC), 13-cv-00447, and U.S. v. Bank of America
Corp., 13-cv-00446, U.S. District Court, Western District of North
Carolina (Charlotte).


* U.S. Overseers Said to Plan Easier Count of Bank Assets
---------------------------------------------------------
Jesse Hamilton, writing for Bloomberg News, reported that U.S.
agencies trying to ensure the financial system is strong enough to
withstand another crisis have settled on one of the last pieces of
their regulatory apparatus to limit the size of bank debt,
according to two people briefed on the discussions.

The decision on how to count bank assets used in an institution's
so-called leverage ratio will be in line with an international
standard, Bloomberg said, citing the people.  That would be
welcomed by the eight largest U.S. banks since they could more
easily meet new capital rules than they could under an earlier
plan.

Banking overseers have made it clear since the 2008 credit crunch
that they would require firms including JPMorgan Chase & Co. and
Bank of America Corp. to hold more capital relative to what they
borrow to make investments, the report related.  U.S. agencies
have already proposed a leverage ratio of 5 percent for bank
holding companies and 6 percent for their banking units -- higher
than the 3 percent set by an international group of regulators.

What has been less clear is how to count certain complex
transactions as assets in calculating that ratio, the report
further related. U.S. regulators have now agreed to take the
approach adopted in January by the Basel Committee on Banking
Supervision, according to the people briefed, who spoke on
condition of anonymity because the talks aren't public.

In dialing back parts of an earlier plan, the 27-nation group in
effect reduced a bank's required capital cushion by allowing some
financial obligations to cancel each other out and disregarding
certain credit commitments, the report said.


* Investors Sue 12 Banks, Allege Conspiracy to Rig Forex Markets
----------------------------------------------------------------
Katy Burne, writing for The Wall Street Journal, reported that a
dozen large investors filed a joint lawsuit against 12 banks for
allegedly conspiring to rig global foreign-exchange prices,
according to a new consolidated complaint.

According to the report, the class-action lawsuit, filed in U.S.
District Court in the Southern District of New York, was from a
group of investors across the U.S. and Caribbean, including city
and state pension plans.

They accused the banks of communicating "with one another,
including in chat rooms, via instant messages, and by emails, to
carry out their conspiracy," and for rigging foreign-exchange
rates as far back as January 2003, the lawsuit said, the report
related.

The banks sued were Bank of America Corp., Barclays PLC, BNP
Paribas SA, Citigroup Inc., Credit Suisse AG, Deutsche Bank AG,
Goldman Sachs Group Inc., HSBC Holdings PLC, J.P. Morgan Chase &
Co., Morgan Stanley, Royal Bank of Scotland Group PLC and UBS AG,
the report further related.

The private lawsuits follow an international regulatory probe into
the manipulation of currency markets and constitute the latest
headache for several major banks that have been scrutinized for
their conduct relating to everything from global interest-rate
benchmarks to credit derivatives trading, the report added.


* Gruber Hurst Attorneys Earn Spots in Best Lawyers in Dallas List
------------------------------------------------------------------
Six attorneys from the Dallas-based boutique litigation law firm
Gruber Hurst Johansen Hail Shank LLP have earned spots in D
Magazine's 2014 listing of The Best Lawyers in Dallas.

The annual listing features name partners Michael Gruber, Michael
K. Hurst , Mark L. Johansen and Mark Shank , as well as partners
A. Shonn Brown and Jeffrey R. Erler .

Ms. Brown, Mr. Gruber, Mr. Hurst and Mr. Johansen are recognized
in the exclusive listing based on their work in
Business/Commercial Litigation.  Mr. Erler is honored for his
representation of clients in Bankruptcy & Workout matters, and Mr.
Shank for his work in Labor & Employment law.

"Dallas is home to some of the most outstanding lawyers in the
country, and to have six of our firm's 25 attorneys honored in
this fashion is very special," says Mr. Gruber.  "It's gratifying
that the success we've achieved on behalf of our clients, coupled
with the fairness and professionalism found in our work, is
recognized by our colleagues in the legal community."

To compile the 2014 listing of the top attorneys in Dallas, D
Magazine solicited nominations from lawyers across North Texas.
The magazine's editors made the final selections in conjunction
with a blue-ribbon panel of attorneys.  The complete list of
approximately 500 attorneys is featured in the publication's
May 2014 issue, and will be available online at www.dmagazine.com

Gruber Hurst Johansen Hail Shank LLP -- http://www.ghjhlaw.com--
focuses on the business needs of its clients in trying complex
commercial litigation in courtrooms across Texas.  The firm's
experience includes matters involving securities, financial
services, employment, bankruptcy, intellectual property,
technology, products liability and other commercial cases.
Clients include leading companies -- large and small -- and
individuals in the fields of private equity, real estate,
manufacturing, professional services, energy and retail.


* Simon, Ray & Winikka Attorneys Among Best Lawyers in Dallas List
------------------------------------------------------------------
The three founding partners of the Dallas law firm Simon, Ray &
Winikka LLP have earned selections to the exclusive 2014 listing
of The Best Lawyers in Dallas published by D Magazine.

Craig F. Simon is honored in the 2014 list of Dallas' top lawyers
based on his work in business and commercial litigation.  Fellow
partner Matthew W. Ray earned selection to the list for his work
for clients in labor and employment matters.  Daniel P. Winikka is
recognized for his extensive expertise in bankruptcy law and
workouts.

"It's certainly gratifying when the legal community recognizes a
client-focused boutique firm such as ours," says Mr. Ray.  "This
honor supports our goals to be among the best for solving clients'
problems effectively and efficiently, and providing exceptional
value."

A first time D Magazine honoree, Mr. Simon has served as lead
counsel in numerous complex, high-stakes business disputes heard
in courtrooms and arbitrations across the U.S. during the past 22
years.  In addition to his legal abilities, clients also benefit
from Mr. Simon's master's degree in accounting and his prior
experience as a certified public accountant.

This marks the fourth consecutive selection to the Best Lawyers
list for Mr. Ray, who has successfully represented both employers
and employees for nearly 20 years.  His track record includes
employment cases involving discrimination, breach of contract,
wage disputes, class-action claims and wrongful discharge, among
others.

Mr. Winikka's business bankruptcy and related litigation
experience includes nearly two decades of assisting clients in
complex business restructuring matters.  He represents debtors,
committees, and secured and unsecured creditors in Chapter 11
bankruptcy reorganizations, liquidations and out of court
restructurings.  This is the first Best Lawyers honor for
Mr. Winikka.

To compile the annual listing, D Magazine's editors solicited
nominations from lawyers across North Texas before making the
final selections with the support of a select panel of area
attorneys.  The complete list of approximately 500 lawyers is
featured in the publication's May issue, and is available online
at www.dmagazine.com

Previously practicing as partners in one of the largest, most
prominent law firms in the world, the founding partners formed
Simon Ray & Winikka LLP to create a top-tier law firm that
provides real value to -- and partners with -- its clients.


* Van Horn's Daniel Velasquez Joins Coral Springs Zoning Board
--------------------------------------------------------------
Van Horn Law Group, P.A., a South Florida corporate and personal
bankruptcy firm, on April 24 disclosed that Associate Attorney
Daniel A. Velasquez, Esq., M.B.A. has been appointed to the City
of Coral Springs Planning and Zoning Board.

Through his role with the Planning and Zoning Board, Mr. Velasquez
will utilize his expertise to act in an advisory capacity to the
City Commission.  He and other board members will conduct
investigations and hold public hearings on all proposals to change
land use and land development regulations, as well as variances
and exceptions to the City of Coral Springs Land Development Code
relating to signage and other matters.  The board also carries on
a continual study of zoning, zoning techniques, and any pertinent
parts of any plan for the orderly growth of the City of Coral
Springs.

"Daniel possesses insight into both business and law, making him
uniquely qualified to serve the City of Coral Springs," said
Chad T. Van Horn, Esq., founding partner of Van Horn Law Group.
"He is resilient in his commitment to serving the community and I
am confident that the City of Coral Springs Planning and Zoning
Board will be improved through his service."

Following graduation from Stetson University, Mr. Velasquez
expanded upon his undergraduate studies and received a Master of
Business Administration, with a concentration in Real Estate
Development, and his Juris Doctorate Degree from Nova Southeastern
University.  Upon graduation from the Shepard Broad Law Center, he
was awarded Nova Southeastern University's distinguished Larry S.
Kalevitch Award for the Student Showing Outstanding Promise in the
areas of Business and Bankruptcy Law.

Since becoming a member of the Florida Bar, Velasquez has devoted
his practice to bankruptcy and commercial litigation.
Additionally, he is admitted to practice in the Federal District
Court for the Southern District of Florida.

                   About Van Horn Law Group, P.A.

Van Horn Law Group -- http://www.bankruptcy-fortlauderdale.com--
is a South Florida-based corporate and personal bankruptcy firm
known for successfully guiding individual and corporate clients
through their debt relief, bankruptcy, and foreclosure process.
Founding attorney Chad T. Van Horn, Esq., a recipient of the AV
Preeminent Peer Review Rating from Martindale-Hubbell, established
the firm to better serve the South Florida community in matters
dealing with the pressures of financial loss regardless of how
complex their cases may be.


* BOND PRICING -- For Week From April 21 to 25, 2014
----------------------------------------------------

  Company              Ticker   Coupon Bid Price  Maturity Date
  -------              ------   ------ ---------  -------------
Alion Science &
  Technology Corp      ALISCI    10.25        69       2/1/2015
Allen Systems
  Group Inc            ALLSYS     10.5     54.75     11/15/2016
Allen Systems
  Group Inc            ALLSYS     10.5     54.75     11/15/2016
Brookstone Co Inc      BKST         13    30.116     10/15/2014
Brookstone Co Inc      BKST         13     52.75     10/15/2014
Brookstone Co Inc      BKST         13        46     10/15/2014
Buffalo Thunder
  Development
  Authority            BUFLO     9.375    40.375     12/15/2014
Energy Conversion
  Devices Inc          ENER          3     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC      TXU       8.175      9.45      1/30/2037
Energy Future
  Holdings Corp        TXU        5.55      37.5     11/15/2014
FairPoint
  Communications
  Inc/Old              FRP      13.125         1       4/2/2018
Frontier
  Communications
  Corp                 FTR        8.25    100.14       5/1/2014
James River Coal Co    JRCC      7.875        12       4/1/2019
James River Coal Co    JRCC         10         7       6/1/2018
James River Coal Co    JRCC        4.5         5      12/1/2015
James River Coal Co    JRCC         10     10.75       6/1/2018
James River Coal Co    JRCC      3.125    12.749      3/15/2018
LBI Media Inc          LBIMED      8.5        30       8/1/2017
MF Global
  Holdings Ltd         MF         6.25        47       8/8/2016
MF Global
  Holdings Ltd         MF        1.875        50       2/1/2016
MModal Inc             MODL      10.75        24      8/15/2020
MModal Inc             MODL      10.75        26      8/15/2020
Momentive
  Performance
  Materials Inc        MOMENT     11.5      27.5      12/1/2016
Morgan Stanley         MS      4.57895    99.875       5/1/2014
Motors Liquidation Co  MTLQQ       7.2        11      1/15/2011
Motors Liquidation Co  MTLQQ     7.375        11      5/23/2048
Motors Liquidation Co  MTLQQ      6.75        11       5/1/2028
NII Capital Corp       NIHD         10      40.6      8/15/2016
OnCure Holdings Inc    RTSX      11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc        PLATEN    14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc        PLATEN    14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc        PLATEN    14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc        PLATEN    14.25     74.75       3/1/2015
Powerwave
  Technologies Inc     PWAV      1.875     0.125     11/15/2024
Powerwave
  Technologies Inc     PWAV      1.875     0.125     11/15/2024
Pulse Electronics
  Corp                 PULS          7        80     12/15/2014
Residential
  Capital LLC          RESCAP    6.875        32      6/30/2015
SLM Corp               SLMA      3.279    99.455       5/1/2014
Savient
  Pharmaceuticals
  Inc                  SVNT       4.75     0.375       2/1/2018
THQ Inc                THQI          5      43.5      8/15/2014
TMST Inc               THMR          8     17.75      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU          15      24.5       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU       10.25       6.2      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU       10.25      4.35      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU        10.5       6.5      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU          15    23.688       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU       10.25     5.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU        10.5      5.75      11/1/2016
USEC Inc               USU           3        26      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.375    57.544       8/1/2016
Western Express Inc    WSTEXP     12.5    71.375      4/15/2015
Western Express Inc    WSTEXP     12.5    71.375      4/15/2015




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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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