TCR_Public/140429.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 29, 2014, Vol. 18, No. 117

                            Headlines

501 GRANT: Union Trust Building Sold to Davis Co. in March
56 WALKER: To Use Proceeds from Sale of NY Asset to Pay Legal Fees
ABLEST INC: Plan Confirmation Hearing Set for May 5
ABLEST INC: U.S. Trustee Unable to Appoint Creditors' Committee
ABNER'S INC: Founder Clarifies Restaurant Closing Rumors

AGFEED INDUSTRIES: Court Approves Settlement With SEC
AGFEED USA: Wants Deadline to Remove Suits Moved to July 9
ALBERTSON'S LLC: S&P Retains 'B' CCR on CreditWatch Developing
ALLENDALE BANK: FDIC Named as Receiver; Palmetto Assumes Deposits
ALLIANCES FOR QUALITY EDUC: Seeks Ch.7 Bankruptcy Protection

ALLIED IRISH: Incurs EUR1.6 Billion Net Loss in 2013
ALLIED SYSTEMS: Court Okays Additional Work for PwC
ALPHA NATURAL: Bank Debt Trades at 4% Off
AMERICAN AIRLINES: Merger Has Formal Antitrust Approval
ANNA NICOLE SMITH: Judge Weighs Sanctions in Favor of Estate

ARCH COAL: Bank Debt Trades at 3% Off
ASTANA-FINANCE: Files Ch. 15 Again to Implement Amended Plan
BABCOCK & WILCOX: S&P Affirms 'BB+' Corp. Credit Rating
BACK YARD BURGERS: Posts Increased Revenue, Eyes Expansion
BAPTIST HOME OF PHILADELPHIA: Files for Ch. 11 Due to Debt Woes

BAPTIST HOME OF PHILADELPHIA: Seeks to Use Cash Collateral
BAPTIST HOME OF PHILADELPHIA: Patient Care Ombudsman Not Needed
BAPTIST HOME OF PHILADELPHIA: Proposes Cozen O'Connor as Counsel
BIOMET INC: S&P Keeps 'B+' CCR on Watch Positive Over Zimmer Deal
BLACK ELK: Moody's Cuts Corp. Family Rating to Caa3; Outlook Neg.

BORU BALLSTON: Seeks Chapter 11 Bankruptcy Protection
BREATH OF GOD WORSHIP: Foreclosure Auction Set for May 5
BROOKSTONE HOLDINGS: In Deal with Vendors as Bondholders Clash
BROWN MEDICAL: Ch.11 Trustee Hires Accounts Receivable Counsel
BROWN MEDICAL: Trustee Hires Miller Guymon as Litigation Counsel

CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
COLDWATER CREEK: Section 341(a) Meeting Slated for May 21
COLDWATER CREEK: Seven-Member Creditors Committee Named
COSTA BONITA BEACH: Creditors Seek Chapter 7 Conversion
COSTA BONITA BEACH: Figueroa Replaces Cuprill as Bankr. Counsel

DAEWOO MOTOR: Ordered To Pay Legal Fees For Bankrupt US Unit
DETROIT, MI: Skips Payment on General Obligation Bonds
DETROIT, MI: Ends Retiree Pension Disputes, Revises Plan
DJA CORP: Trevi Bowling Center to Be Liquidated in Chapter 7
EAGLE SOUTH: S&P Lowers on Facility Revenue Bonds Rating to 'BB+'

EAST CHICAGO: S&P Withdraws 'BB' Issuer Credit Rating
EASTMAN KODAK: Eric-Yves Mahe Named Senior Vice President
ECO-TEK WORLDWIDE: Provides Update on Late 10-K Filing
EDDIE'S HOUSE: Files Chapter 11 to Resolve AZ Revenue Dept Claim
EMPIRE PLAZA: West Hempstead Property to Be Sold May 21

ENERGY FUTURE: Nears Deal with Creditors on Bankruptcy Plan
ESP RESOURCES: Reports $5.2 Million 2013 Net Loss
EXPERT MAC REPAIR: Seeks Chapter 7 Bankruptcy Protection
EXPRESS LLC: Moody's Lowers Corp. Family Rating to 'Ba3'
EWGS INTERMEDIARY: General Claims Bar Date Set for May 30

FILENE'S BASEMENT: Suitors Clash Over Latest $30M Deal For Lease
FLORIDA GAMING: Has Until May 31 to File Chapter 11 Plan
FLORIDA GAMING: Court Approves Alternative Bids
FLORIDA GAMING: Centers Claim Allowed as General Unsecured Claim
FLORIDA GAMING: UST Wins More Time to Object to Severance

FREEDOM INDUSTRIES: Seeks to Cut Ties With Former Owners
GENCO SHIPPING: OZ Mgt. Stake at 9.1% as of April 23
GENERAL MOTORS: Hires Lawyer Specializing in Disaster Payouts
GENTIVA HEALTH: S&P Hikes Rating on $925MM Credit Agreement to B+
GOOD ENTERPRISES: Hilco Streambank to Sell Intellectual Property

GRANDE COMMUNICATIONS: S&P Assigns 'B+' Rating to $55MM Loan
GREEN FIELD ENERGY: Obtains Order Confirming Liquidating Plan
GREEN FIELD ENERGY: Judge Grants MULE Services Adequate Protection
GULFCO HOLDING: Case Dismissal Order Stayed
HIGHVISTA GOLD: Norvista to Forbear Rights Under Promissory Note

HOSTESS BRANDS: Denies Bid to Estimate Claim of Kansas Agency
JETBLUE AIRWAYS: Pilot's Unionization No Impact on Moody's B2 CFR
KAHN FAMILY: Plan Outline Hearing Continued to May 23
KIDSPEACE CORP: Funding for Workers' Compensation Account Okayed
KIDSPEACE CORP: Amends Plan to Include Immaterial Modifications

LOS GATOS HOTEL: Disclosure Statement Hearing to Continue July 3
LOUDOUN HEIGHTS: Hearing on Dismissal Bid Continued Until June 5
LOUDOUN HEIGHTS: M&T Bank Balks at Sale of Stream Credits
MARINER COVE MARINA: Foreclosure Auction Set for May 12
MANISTIQUE PAPERS: Committee Settles Dispute With Kramers, et al

MERCANTILE BANCORP: Disclosure Statement Hearing Set for May 1
MMODAL INC: Files Ch. 11 Plan, Disclosure Statement
MOMENTIVE PERFORMANCE: Moody's Withdraws 'Ca' Corp. Family Rating
MOUNT ST. MARY'S: S&P Revises Outlook & Affirms 'BB+' Rating
NNN 3500: Court Lifts Stay to Allow CWCapital to Pursue Action

NORTHERN BEEF: Closes on Sale of Assets to White Oak Global
OCEAN 4660: Court Okays Hylton Wynick as Trustee's Accountant
ONE 11 MONROE: Phoenix Tower Sold for $22 Million
ORTHO-CLINICAL DIAGNOSTICS: Moody's Assigns B2 Corp Family Rating
ORTHO-CLINICAL DIAGNOSTICS: S&P Assigns 'B' Corp. Credit Rating

OUTLAW RIDGE: Section 341(a) Meeting Scheduled for May 28
OUTLAW RIDGE: Lender Seeks Prohibition from Use of Cash Collateral
OVERSEAS SHIPHOLDING: May 7 Outline Hearing, Taps $935MM Financing
PHILADELPHIA NEWSPAPERS: Buyer to Be Dissolved, Liquidated
PLUG POWER: Offering $124.3 Million Common Shares

PLYMOUTH OIL: Has Green Light to Employ Brock as Auctioneer
PLYMOUTH OIL: Has 30 Days to Arrange for Sale of Mill
PRESTIGE BRANDS: S&P Puts 'B+' CCR on CreditWatch Negative
QUEEN ELIZABETH REALTY: Herrick Feinstein Okayed as Counsel
SALISBURY HOSPITALITY: Seeks Chapter 11 Bankruptcy Protection

SEAWORLD PARKS: Bank Debt Trades at 3% Off
SEGA BIOFUELS: Heritage Bank Balks at Approval of Plan Outline
SIFCO SA: May 6 Hearing on U.S. Preliminary Injunction
SIMPLEXITY LLC: Wins Final Approval of Fifth Third Bank Financing
SIMPLEXITY LLC: Prime Clerk OK'd as Claims and Noticing Agent

SIXPLEXITY LLC: U.S. Trustee Balks at Rutberg Employment
SIMPLEXITY LLC: Young Conaway Approved as Bankruptcy Counsel
SORENSON COMMS: Obtains Confirmation of Prepack Ch. 11 Plan
SOUNDVIEW ELITE: Dist. Court Affirms Appointment of Ch.11 Trustee
SPECIALTY HOSPITAL OF WASHINGTON: Involuntary Ch. 11 Case Filed

SPECIALTY PRODUCTS: GCG Okayed as Claims Notice Consultant
SPENDSMART PAYMENTS: Intellectual Capital Earns $93,000 in 2013
SPORTSMAN'S WAREHOUSE: S&P Raises CCR to 'B+' on Completed IPO
SPRINGFIELD INSURANCE: A.M. Best Cuts Fin. Strength Rating to 'B-'
STAR TRIBUNE: Timberwolves Owner to Buy Minneapolis Newspaper

TLC HEALTH: Can Tap Lumsden & McCormick as Accountants
TOWER BONDING: A.M. Best Affirms 'B' Fin'l. Strength Rating
TUSCANY INT'L: Equity Panel Objects to Hiring of GMP Securities
TXU CORP: 2014 Bank Debt Trades at 27% Off
TXU CORP: 2017 Bank Debt Trades at 27% Off

U.S. ECOLOGY: Moody's Assigns 'Ba3' Corporate Family Rating
UNIT CORPORATION: Fitch Affirms 'BB' Issuer Default Rating
USI INC: Moody's Maintains 'B3' CFR Over $125MM Secured Debt
VANTAGE ONCOLOGY: S&P Cuts Corp. Credit Rating to 'B-'
VELOCITY POOLING: S&P Assigns 'B' Corp. Credit Rating

WARTHAN ASSOCIATES: Files Ch.7 Bankruptcy in Alexandria, Va.
WENNER MEDIA: Moody's Affirms 'B3' CFR; Outlook Positive

* Transferring a Mortgage Requires Recording an Assignment
* Taxes Apportioned Between Spouses Under IRS Rules

* Lawmaker Hopeful Obama Might Agree to Reforming Dodd-Frank Act
* Overdraft Fees at Banks Hit a High, Despite Curbs

* Large Law Firms Made Modest Gains Last Year

* Gary Klausner to Join LNBYB's LA Office as Senior Partner
* Key Justice Dept. Official Is Latest to Join Law Firm

* Large Companies With Insolvent Balance Sheets


                             *********


501 GRANT: Union Trust Building Sold to Davis Co. in March
----------------------------------------------------------
WTAE Pittsburgh reported that The Davis Companies, a Boston
developer, bought the Union Trust Building at sheriff's sale for
$14 million on March 3, 2014.  According to the report, the firm's
attorney, David Lampl, Esq., said Davis plans to make a
substantial investment in the building, but hasn't decided exactly
what to do with the 11-story Gothic structure, much of which is
vacant.  The report said Davis submitted the winning bid, after a
federal bankruptcy judge in California rejected attempts by the
owners to delay the sheriff's sale.

On Dec. 23, 2013, the U.S. Bankruptcy Court in Los Angeles,
dismissed the Chapter 11 case of the building's then owner, 501
Grant Street Partners LLC.  The Court also granted the lender SA
Challenger, Inc., relief from the automatic stay to proceed with
the foreclosure sale.

The Dismissal Order was issued after 501 Grant Street Partners
filed a notice with the Bankruptcy Court withdrawing its Plan of
Reorganization dated March 15, 2013, as modified.  In a court
filing dated Dec. 11, 2013, the Debtor said it won't seek
confirmation of the Plan at the hearing scheduled for Dec. 19.

Mark Belko, writing for Pittsburgh Post-Gazette, reported that the
sheriff's sale was initially set for January 2014.  SA Challenger,
however, asked the Court to move the auction to March 3 to allow
for more time to provide notice or pursue other marketing or sales
options.

Pursuant to the Dismissal Order, the Court barred 501 Grant Street
from filing any petition under the Bankruptcy Code for 180 days
from the date of the entry of the order.  The Court also entered
against the Debtor for $13,024.18 in outstanding fees due and
owing to the Office of the United States Trustee.

501 Grant Street Partners' Plan provides that 100% of the equity
in the Debtor will be sold to a special purpose entity to be
formed by Clarity Realty Partners LLC, a third-party investor.
The investor has agreed to invest $18.23 million to be used to
fund certain payments under the Plan, well as a significant amount
of capital expenditures and tenant improvements.  Upon
confirmation, the Debtor's membership interests would be
transferred to the investor.

SA Challenger objected to the confirmation of the Debtor's
reorganization plan, stating that the Plan is "fatally flawed and
cannot succeed."

SA Challenger's attorney can be reached at:

         Joshua D. Wayser, Esq.
         Jessica M. Mickelsen, Esq.
         KATTEN MUCHIN ROSENMAN LLP
         2029 Century Park East, Suite 2600
         Los Angeles, CA 90067-3012
         Tel: 310-788-4400
         Fax: 310-788-4471

                      About 501 Grant Street

An involuntary Chapter 11 bankruptcy petition was filed against
501 Grant Street Partners LLC, based in Woodland Hills, California
(Bankr. C.D. Cal. Case No. 12-20066) on Nov. 14, 2012.

501 Grant Street Partners owns the Union Trust Building in
downtown Pittsburgh, Pennsylvania.  It sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to
avert a sheriff sale of the building.  The August petition
estimated under $50,000 in both assets and debts.  In November
2012, U.S. Bankruptcy Judge Judith K. Fitzgerald dismissed 501
Grant Street Partners' Chapter 11 petition, paving for the sheriff
sale of the Union Trust Building on Jan. 7, 2013.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, has sought to foreclose on the Debtor's
property.  SA Challenger is seeking to collect $41.4 million.
Earlier in November 2012, at the lender's request, a judge
appointed the real estate firm CBRE to serve as receiver for the
building, overseeing its operation and management until the
sheriff sale takes place.

The bankruptcy judge approved an involuntary Chapter 11 petition
for 501 Grant, entering an order for relief on Dec. 13, 2012.  The
petitioning creditors were Allied Barton Security Services LLC,
owed $960 for security services; Cost Company LP, $5,900 owed for
masonry work; and MSA Systems Integration Inc., owed $2,401 for
unpaid invoice.  Malhar S. Pagay, Esq., at Pachulski Stang Ziehl &
Jones LLP, represented the petitioning creditors.

Attorneys at Levene, Neale, Bender, Yoo & Brill LLP, in Los
Angeles, Calif., represented the Debtor in the involuntary Chapter
11 proceeding.


56 WALKER: To Use Proceeds from Sale of NY Asset to Pay Legal Fees
------------------------------------------------------------------
56 Walker LLC, which sold its real property in New York for $18
million, will use a portion of the proceeds from the sale to pay
the fees of its lawyers.

U.S. Bankruptcy Judge Allan Gropper on April 9 approved the
payment of $100,000 to DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP from the funds generated from the sale of its
property to Project 56 Walker, LLC.

MB Financial Bank, which asserts a first mortgage lien on the
property, has agreed to the payment as a "carve-out" from its
collateral interest in the proceeds, according to court filings.

The property, which is located in the designated "Tribeca West
Historic District" section of lower Manhattan, was supposed to be
sold in a public auction, with Project 56 Walker's $18 million
offer serving as the stalking horse bid.  The auction was canceled
after 56 Walker didn't receive qualified rival bids for the
property.

On Jan. 31, the company closed on the sale of the property to
Project 56 Walker, previously known as Sigma Six.

                        About 56 Walker LLC

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.

On Jan. 29, 2014, Judge Allan L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York confirmed the Debtor's
Third Amended Liquidating Chapter 11 Plan, which contemplates the
sale of the Debtor's building at 56 Walker Street in the Tribeca
section of Manhattan for $18 million.


ABLEST INC: Plan Confirmation Hearing Set for May 5
---------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing to consider confirmation of
Ablest Inc., et al.'s Prepackaged Joint Chapter 11 Plan of
Reorganization on May 5, 2014, at 9:30 a.m. (prevailing Eastern
time).

The Plan revolves around a court-approved restructuring support
agreement between the Debtors and (i) approximately 70% of the
Prepetition First Lien Lenders, representing approximately 82% of
the claims under the Prepetition First Lien Credit Agreement and
(ii) approximately 81% of the Prepetition Second Lien Lenders,
representing approximately 87% of the claims under the Prepetition
Second Lien Credit Agreement; and authorized the Debtors to assume
the so-called "Sorensen Support Agreement."

Under the RSA, the Debtors agreed to file, and the other parties
to the RSA, agreed to support and vote for a "pre-packaged" plan
of reorganization.  Pursuant to the Plan, inter alia:

   (a) the Debtors will reduce their total secured debt
       obligations upon exit from the Chapter 11 cases by more
       than $350 million;

   (b) pursuant to a rights offering to the Prepetition First Lien
       Lenders for the purchase of shares of new common stock of
       the reorganized Debtor New Koosharem Corporation to be
       backstopped by certain Prepetition First Lien Lenders, the
       Debtors will have access to $225 million of new incremental
       funding that will enable the Debtors to pay allowed
       unimpaired claims in full while supporting their go-forward
       business needs;

   (c) the Debtors will satisfy the Prepetition First Lien
       Lenders, which are owed more than $492 million, with the
       payment of $365 million in cash and the right to subscribe
       to and participate in the Rights Offering;

   (d) the Debtors will satisfy the Prepetition Second Lien
       Lenders, which are owed more than $159 million, with the
       payment of $12 million in cash and the receipt of new
       warrants in reorganized Debtor New Koosharem Corporation;
       and

   (e) the Debtors will pay general unsecured claims in full, as
       of the effective date of the Plan or as those claims become
       due and payable in the ordinary course of the Debtors'
       business.

The Plan is supplemented by the post-emergence ABL loan agreement
term sheet, post-emergence term loan agreement term sheet,
intercreditor agreement, terms of new common stock, new warrants,
reorganized parent certificate of incorporation, reorganized
parent bylaws, compensation of insider directors and officers of
the reorganized Debtors, identification of directors and officers
of the reorganized Debtors, schedule of rejected executory
contracts and unexpired leases, management incentive plan, and
schedule of permitted related party transactions.  Full-text
copies of the Plan Supplements are available at:

         http://bankrupt.com/misc/ABLESTplansupp0425.pdf

In order to effectuate the transactions contemplated by the Plan,
Debtor New Koosharem Corporation entered into the Sorensen Support
Agreement with, among others, Shannon Sorensen, Stephanie
Sorensen, John Sorensen, Paul Sorensen, Allyson Sorenson, and the
Sorensen Family Trust U/D/T/ July 26, 1991, as amended.  The
Sorensen Parties agreed agreed to deliver variety of documents,
including the sale of business agreement, the employment
agreement, and the restricted stock award agreement, to complete
all actions contemplated in the Plan.

To finance the continued operation of the Debtors' business and
pay necessary costs, the Debtors received final authority to
obtain postpetition financing up to an aggregate amount of up to
$50 million from Credit Suisse AG, Cayman Islands Branch, as
administrative and collateral agent, and use cash collateral
securing their prepetition indebtedness.  The Debtors also
received interim authority from the Court to use $20 million of
the $50 million DIP financing.  A full-text copy of the Final DIP
Order with Budget is available at:

          http://bankrupt.com/misc/ABLESTdipord0423.pdf

The Debtors also obtained Court authority to assume the Backstop
Agreement and reimburse the reasonable fees, expenses,
disbursements and charges of the Backstop Parties.  Further, the
Debtors obtained Court authority to pay the fees necessary in aid
of procuring financing for their exit from Chapter 11.  The
Debtors were allowed by the Court to file under seal the
engagement letter with Credit Suisse Securities (USA) LLC and RBC
Capital Markets, under which the financial institutions agreed to
provide exit financing.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that the current May 5 confirmation hearing allows the
Debtors to to complete bankruptcy reorganization in six weeks,
start to finish.

                       About Ablest Inc.

Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.

Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California.  It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states.  The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.

During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers.  For fiscal year 2013, the Debtors
had $2 billion in gross revenue.

The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.

As of April 1, 2014, the Debtors have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million.  Ablest's assets are estimated at $100
million to $500 million.


ABLEST INC: U.S. Trustee Unable to Appoint Creditors' Committee
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that as of April 16,
2014, a committee of unsecured creditors has not been appointed in
the Chapter 11 cases of Ablest, Inc., et al.

                       About Ablest Inc.

Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.

Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California.  It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states.  The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.

During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers.  For fiscal year 2013, the Debtors
had $2 billion in gross revenue.

The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.

As of April 1, 2014, the Debtors have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million.  Ablest's assets are estimated at $100
million to $500 million.


ABNER'S INC: Founder Clarifies Restaurant Closing Rumors
--------------------------------------------------------
The Associated Press reported that Abner White, founder of the
Abner's Famous Fried Chicken Tenders chain, said that news about
his filing for Chapter 11 bankruptcy protection has sparked
unfounded closing rumors.  The AP report said Mr. White told the
Northeast Mississippi Daily Journal (see http://bit.ly/1fGYAA7)
that he and other owners have been inundated by questions about
how much longer they'll be open.  Mr. White said none of his
restaurants will be closing.  He also clarified that all six
restaurants are staying open -- and only the two that he himself
owns are affected by the filing in bankruptcy court.  Those are
the two in Oxford, where White founded the chain with Abner's Inc.
The other four are owned by four different companies: Abner's of
Starkville Inc., Abner's of Tupelo LLC, Abner's of Cordova LLC and
Abner's of Brandon LLC.

Dennis Seid, writing for the Daily Journal, said Mr. White said
the confusion began when the Daily Mississippian in Oxford
misunderstood the Chapter 11 filing.  While the newspaper has
issued a correction, Mr. White has sent letters to the editor to
newspapers across the state to help clarify the issue.

Abner's, Inc., in Oxford, Miss., filed for Chapter 11 bankruptcy
(Bankr. N.D. Miss. Case No. 14-11227) on March 28, 2014, in
Aberdeen.  The Company owns the Abner's Famous Chicken Tenders
restaurant chain, which consists of six outlets in Mississippi and
Tennessee.  Judge Jason D. Woodard presides over the case.  The
Law Offices of Craig M. Geno PLLC serves as the Debtor's counsel.
In its petiton, Abner's estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by James
Abner White, president.


AGFEED INDUSTRIES: Court Approves Settlement With SEC
-----------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the settlement agreement between
AgFeed USA, LLC, et al., and the U.S. Securities and Exchange
Commission.

As previously reported by The Troubled Company Reporter, under the
deal, AgFeed Industries Inc. will agree to the revocation of the
registration of its securities pursuant to section 12(j) of the
Securities Exchange Act of 1934.  The agreement also provides for
the waiver of certain of the company's rights in connection with a
section 12(j) proceeding before the agency.

AgFeed Industries entered into the agreement following its failure
to file annual reports since March 16, 2011, and periodic or
quarterly reports for any fiscal period subsequent to its fiscal
quarter ended June 30, 2011.  The agreement can be accessed for
free at http://is.gd/xOrGe5

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the SEC is suing several company officers for what it called
a "massive" fraud involving $239 million in bogus revenue.  AgFeed
said it discovered the fraud in 2011 and withdrew financial
statements going back to 2009, the Bloomberg report said.  The
company hasn't filed any since, the report added.

                       About AgFeed Industries

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

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

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

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

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


AGFEED USA: Wants Deadline to Remove Suits Moved to July 9
----------------------------------------------------------
AgFeed USA, LLC is seeking additional time to remove lawsuits
involving the company and its affiliated debtors.

In its motion, AgFeed asked U.S. Bankruptcy Judge Brendan Linehan
Shannon to extend the deadline for filing notices of removal of
lawsuits to July 9.

The proposed won't prejudice any party involved in the lawsuit to
be removed from seeking the remand of that lawsuit, according to
AgFeed's lawyer, Ian Bambrick, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware.

Judge Shannon will hold a hearing on April 30 to consider the
company's motion.

                       About AgFeed Industries

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

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

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

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

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


ALBERTSON'S LLC: S&P Retains 'B' CCR on CreditWatch Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' corporate credit
rating and 'BB-' senior secured issue-level rating, on the Boise,
Idaho-based Albertson's LLC (Albertson's) remain on CreditWatch
with developing implications, where S&P placed them on March 28,
2014.  S&P's recovery rating on the senior secured credit facility
is '1', which indicates its expectation of very high (90%-100%)
recovery of principal in the event of payment default.

Albertson's is amending its senior secured credit facility to
allow its parent entity, Albertson's Holdings LLC (Holdings) to
purchase Safeway Inc. and incur additional debt to fund the
purchase.  The amendment also extends the maturity of the portion
of the debt due in 2016 to 2019.  S&P expects Holdings to issue up
to $1.625 billion in additional secured debt.

Safeway Inc. also filed a proxy statement that outlined the
financing structure of the transaction, which would include
significant amounts of additional secured debt, but S&P do not
know the exact terms or timing of the debt incurrence.
Furthermore, the proxy statement did not have specific information
about the costs and potential synergies resulting from the
transaction.  Thus, S&P is not taking any rating action at this
time.

"The proxy statement filed by Safeway notes that Holdings received
debt commitments for a $2.75 billion asset-based lending (ABL)
revolving credit facility and $6.7 billion term loan from a group
of lenders, and we expect this amount to include the company's
currently outstanding term loan balance of about $1.4 billion.
Additionally, Holdings also expects to issue up to $1.625 billion
of senior secured notes to fund the transaction, but if it is
unable to do so Holdings should have a senior bridge facility in
that amount," said credit analyst Charles Pinson-Rose.  "We expect
the ABL revolving credit facility to be secured by most of the
combined company's short term assets.  The term loan lenders
should have a first lien on the remaining assets, including the
real estate holdings and equity of both Safeway and Albertson's.
We expect the senior secured note holders would have a second
priority lien to security of the term loan lenders."

Upon getting more detailed terms of the transaction's financing
and considering operating strategies, potential cost synergies,
integration costs, and other matters germane to the merger, S&P
will resolve the CreditWatch placement.  If S&P determines that a
rating action on Albertson's LLC is necessary, S&P may do so prior
to the closing if it believes there are no material obstacles to
the deal getting done, and may do so as soon as S&P has greater
information about the financing of the transaction.  However, S&P
would expect any positive or negative rating action on Albertson's
corporate credit rating to be limited to one notch, and an
affirmation of the current corporate credit rating is a distinct
possibility.

If the transaction is not completed for any reason, S&P would
likely resolve the CreditWatch shortly after any termination of
the merger agreement.  If entities affiliated with Albertson's
terminate the agreement and are liable for the stipulated break-up
fee, and if they fund any or all of the break-up fee with
additional debt or available liquidity sources of Albertson's, S&P
could lower its ratings on the company.  However, if the agreement
is terminated and Albertson's or any affiliated entities are not
responsible for break-up fees, a rating action is unlikely.


ALLENDALE BANK: FDIC Named as Receiver; Palmetto Assumes Deposits
-----------------------------------------------------------------
Allendale County Bank, Fairfax, South Carolina, was closed by the
South Carolina State Board of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Palmetto State Bank,
Hampton, South Carolina, to assume all of the deposits of
Allendale County Bank.

The five branches of Allendale County Bank reopened as branches of
Palmetto State Bank during their normal business hours. Depositors
of Allendale County Bank will automatically become depositors of
Palmetto State Bank.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Allendale County Bank
should continue to use their existing branch until they receive
notice from Palmetto State Bank that it has completed systems
changes to allow other Palmetto State Bank branches to process
their accounts as well.

Friday evening and over the weekend, depositors of Allendale
County Bank were to access their money by writing checks or using
ATM or debit cards.  Checks drawn on the bank will continue to be
processed.  Loan customers should continue to make their payments
as usual.

As of December 31, 2013, Allendale County Bank had approximately
$54.5 million in total assets and $51.0 million in total deposits.

In addition to assuming all of the deposits of the failed bank,
Palmetto State Bank agreed to purchase essentially all of the
assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $17.1 million.  Compared to other alternatives,
Palmetto State Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Allendale County Bank is the sixth FDIC-
insured institution to fail in the nation this year, and the first
in South Carolina.  The last FDIC-insured institution closed in
the state was Carolina Federal Savings Bank, Charleston, on June
8, 2012.


ALLIANCES FOR QUALITY EDUC: Seeks Ch.7 Bankruptcy Protection
------------------------------------------------------------
Alliances for Quality Education Inc., based in Largo, Md., filed
for Chapter 7 bankruptcy (Bankr. D. Md. Case No. 14-16397) on
April 21.  Charles Theodore Tucker Jr., Esq., serves as counsel to
the Debtor.  It listed under $50,000 in assets and $500,001 to
$1 million in liabilities.


ALLIED IRISH: Incurs EUR1.6 Billion Net Loss in 2013
----------------------------------------------------
Allied Irish Banks filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a loss of
EUR1.59 billion on EUR1.34 billion of net interest income for the
year ended Dec. 31, 2013, as compared with a loss of EUR3.55
billion on EUR1.10 billion of net interest income in 2012.  Allied
Irish incurred a net loss of $2.32 billion in 2011.

At Dec. 31, 2013, the Company had EUR117.73 billion in total
assets, EUR107.24 billion in total liabilities and EUR10.49
billion in total shareholders' equity.

A copy of the Form 20-F is available for free at:

                       http://is.gd/Cb2XpQ

                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.


ALLIED SYSTEMS: Court Okays Additional Work for PwC
---------------------------------------------------
The U.S. Bankruptcy Court approved Allied Systems Holdings, Inc.,
et al.'s motion to expand the scope of PricewaterhouseCoopers
LLP's employment pursuant to an engagement letter, dated Jan. 27,
2014.

On Sept. 25, 2012, the Court approved the employment of PwC for
the purposes of providing the Debtors with tax compliance services
relating to the tax year beginning Jan. 1, 2011, until Dec. 31,
2011.

The Debtors, in their supplemental application, said PwC will
provide substantially similar services that the firm provided for
the years ended Dec. 31, 2011, and Dec. 31, 2012, for the year
ended Dec. 31, 2013.  PwC will provide these tax compliance
services:

   * preparation of U.S. Corporation Income Tax Return,
     Form 1120, for the tax year beginning Jan. 1, 2013,
     until Dec. 31, 2013;

   * preparation of required state corporate income tax
     returns for the tax year beginning Jan. 1, 2013, until
     Dec. 31, 2013, estimates and extensions as requested by
     Allied Holdings and listed in Exhibit I to the engagement
     letter; and

   * completion of Schedule UTP, if applicable.

PwC may also provide additional services, including (i) providing
advice, answers to questions, or opinions on tax planning or
reporting matters, including research, discussions, preparation of
memoranda, and attendance at meetings relating to the matters, as
mutually determined to be necessary and (ii) providing advice or
assistance with respect to matters involving the Internal Revenue
Service or other tax authorities on an as-needed or as-requested
basis.

The Debtors will make every effort to ensure that the tax
compliance services will not duplicate the services that the
Debtors' other professionals will be providing in the cases.

PwC will seek compensation for the tax compliance services on
a fixed fee basis.  The fixed fee will be $240,000, plus any
reasonable out-of-pocket expenses, any applicable sales, use or
value added tax, and PwC's internal per ticket charges for booking
travel.

The fixed fee for the tax compliance services will be billed
according to this schedule, subject to the interim and final fee
application process.

   Upon signing the tax compliance letter:           $48,000
   March 1, 2014:                                    $48,000
   April 1, 2014:                                    $48,000
   May 1, 2014:                                      $48,000
   Upon completion of the Tax Compliance Services:   $48,000

The additional tax compliance services will be billed according to
these hourly rates:

       Staff                                 Level Rate
       -----                                 ----------
       Partner                                  $730
       Director                                 $450
       Manager                                  $360
       Senior                                   $260
       Associate                                $185

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

                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.

In January 2014, the U.S. Trustee for Region 3 appointed a three-
member Official Committee of Retirees.

Yucaipa Cos. has 55% 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.


ALPHA NATURAL: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Alpha Natural
Resources is a borrower traded in the secondary market at 96.14
cents-on-the-dollar during the week ended Friday, April 25, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease
of 0.50 percentage points from the previous week, The Journal
relates.  Alpha Natural Resources pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
31, 2020, and carries Moody's Ba2 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


AMERICAN AIRLINES: Merger Has Formal Antitrust Approval
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal district judge in Washington on April 25
gave her approval for an antitrust settlement with the U.S.
Justice Department relating to the merger between American
Airlines Inc. and US Airways Group Inc.

According to the report, the airlines could merge under the
Chapter 11 plan for AMR Corp. because there was no injunction
prohibiting the combination as a result of a tentative settlement
with the government.  The bankruptcy court, however, had approved
AMR's participation in the settlement, the report said.

                     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.


ANNA NICOLE SMITH: Judge Weighs Sanctions in Favor of Estate
------------------------------------------------------------
Amanda Bronstad, writing for The National Law Journal, reported
that a federal judge is set to decide whether to impose sanctions
of up to $44 million against the estate of Anna Nicole Smith's
former stepson.

According to the report, the sanctions come in a claim originally
filed by E. Pierce Marshall, the son of Smith's late husband,
Texas oil tycoon J. Howard Marshall, against the former Playboy
model, who had filed for U.S. bankruptcy protection.  The younger
Marshall died in 2006 and Smith died of a drug overdose in 2007,
the report related.

Just before a hearing on April 1, U.S. District Judge David Carter
in the Central District of California wrote in a tentative order
that he had several "open questions" left unresolved as to the
scope of sanctions he ordered last year against the younger
Marshall's estate, the report further related.  He has tentatively
scheduled a trial on the matter for April 29, the report said.

                      About Anna Nicole Smith

Anna Nicole Smith, formally known as Vickie Lynn Hogan, filed
under Chapter 11 in 1996 as part of a struggle over the estate of
J. Howard Marshall, whom she married in 1994 when she was 26 and
died barely a year after they were wed.  Ms. Smith, a former
Playboy model and actress, died in February 2007.

Mr. Marshall left his estate to his son, E. Pierce Marshall, and
nothing to Ms. Smith.  Ms. Smith, alleging that her husband had
promised to leave her a large share of the estate, won a ruling
from a bankruptcy judge in 2000 awarding her $475 million from Mr.
Marshall's estate.  A federal judge in 2002 reduced that amount to
$89 million.  The U.S. Court of Appeals for the Ninth Circuit in
San Francisco threw out the judgment in 2004, holding that the
bankruptcy court didn't have jurisdiction over probate matters.

The U.S. Supreme Court in May 2006 issued a decision, overruling
the appeals court and finding that the bankruptcy court had
jurisdiction, even though the issues also could have been decided
in the Texas probate court.  The Supreme Court remanded the case
for the federal appellate court to decide whether her victory in
the bankruptcy and district courts was knocked out because a Texas
probate court had entered judgment first against her.

On remand from the Supreme Court, the 9th Circuit issued its
decision in March 2010, concluding that the bankruptcy court
didn't have so-called core jurisdiction.  The 9th Circuit noted
that before the U.S. district court was able to enter judgment in
her favor, the Texas probate court had entered judgment against
her saying she was entitled to nothing from her deceased husband's
estate.

In September 2010, the Supreme Court agreed to take a second look
at disputes arising in and related to Ms. Smith's 1996 bankruptcy
case and her entitlement to payment of the $449 million bankruptcy
court judgment.


ARCH COAL: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 96.81 cents-on-the-
dollar during the week ended Friday, April 25, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 1.05
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 450 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


ASTANA-FINANCE: Files Ch. 15 Again to Implement Amended Plan
------------------------------------------------------------
JSC "Astana-Finance", a company undergoing a restructuring in
Kazakhstan, has filed a Chapter 15 petition in New York to seek
U.S. recognition of its amended restructuring plan.

Astana-Finance filed with the U.S. Bankruptcy Court on April 25,
2014, in Manhattan, New York, a petition for recognition of its
restructuring proceedings in Kazakhstan.  Marat Duysenbekovich
Aitenov, as foreign representative, signed the Chapter 15 petition
(Bankr. S.D.N.Y. Case No. 14-11217).

A Chapter 15 petition was originally filed for AF (Bankr. S.D.N.Y.
Case No. 12-4113) on Oct. 1, 2012, after the company obtained
approval of its restructuring plan from a Kazakhstan court in July
2012.  However, the company filed another Chapter 15 petition in
New York this month after the specialized financial court of
Almaty, Kazakhstan approved its amended restructuring plan on
April 8, 2014.

One of the conditions precedent to the original plan requires
evidence that AF will have the benefit of an exemption from income
tax that would otherwise be payable to the tax authorities in
Kazakhstan as a result of the restructuring.  Tax law amendments
-- which would result in the deferral for a maximum term of ten
years the corporate income tax payable by AF on completion of the
restructuring -- was signed into law by the law by the President
of Kazakhstan on December 5, 2013.  Given the timing for the
enactment, AF was unable to satisfy all of the Conditions
Precedent under the original restructuring plan within the
previously anticipated timeframe.

In addition, as a result of AF's inability to satisfy all of the
conditions precedent, AF was unable to issue the $75,000,000 in
aggregate principal amount of zero coupon bonds due in 2013 to
"international claimants", including the bondholders whose
Eurobonds issued by Astana Finance B.V. were being restructured in
2013.  Accordingly, the terms of the original plan needed to be
amended in order to substitute the 2013 Dollar Notes with a cash
payment of $75,000,000 (which is equal to the aggregate principal
amount of the 2013 Dollar Notes) to the International Claimants on
the Restructuring Date, in addition to the $100,000,000 previously
allocated to the International Claimants under the Original
Restructuring Plan, for a total of $175,000,000 in cash payments
to the International Claimants.

Creditors approved the Amended Plan on March 27, 2014 and the
Kazakhstan court approved the Amended Plan early this month.

AF wants the Manhattan court to enter an order (a) recognizing the
restructuring proceedings in Kazakhstan as a "foreign main
proceeding," as defined in Section 1502(4) of the Bankruptcy Code;
and (b) grant a permanent injunction and related relief.

The Debtor says that relief under Chapter 15 of the Bankruptcy
Code is necessary to ensure that creditors of AF domiciled in the
United States will not be able to take action to their advantage
and to the disadvantage of other creditors, thereby potentially
jeopardizing the Amended Restructuring Plan.

The Debtor proposes a May 19, 2014, at 4:00 p.m. deadline for
objections to its verified petition and a May 20 hearing on the
petition.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that to insure it complies with the ruling by the U.S. Court of
Appeals in New York in a case called Drawbridge Special
Opportunities Fund LP v. Barnet -- which ruled that a foreign
company couldn't file under Chapter 15 without having assets in
the U.S. -- Astana gave its New York law firm a $5,000 retainer
account.

                       About Astana-Finance

JSC "Astana-Finance" was established as a state funded body on
December 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.  AF
maintains is registered office at 12 Bigeldinov Street, Astana
010000, Republic of Kazakhstan.

Judge Allan L. Gropper is assigned to the Chapter 15 case.

The Debtor is estimated to have US$500 million to US$1 billion in
assets and at least US$1 billion in liabilities.

Astana-Finance is represented by Sidley Austin LLP, in New York.


BABCOCK & WILCOX: S&P Affirms 'BB+' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Charlotte, N.C.-based The Babcock & Wilcox Co. (B&W),
including the 'BB+' corporate credit rating.  The outlook is
stable.

"The rating affirmations are based on the company's operating
performance, which remains strong in its nuclear operations and
power generation segments," said Standard & Poor's credit analyst
Robyn Shapiro.  "Meanwhile the commercial segments continue to
face soft market conditions and uncertainty over environmental
regulations."  S&P revised its financial risk profile assessment
to "modest" from "minimal," based on its assessment of the
potential volatility of cash flow ratios during periods of stress,
which is not incorporated into S&P's base-case forecast.  At the
same time, S&P maintains its "fair" business risk profile
assessment on the company.

The outlook is stable.  "B&W's solid credit metrics and 'adequate'
liquidity provide some headroom at the current rating for the
company's external growth strategy," said Ms. Shapiro.

Although unlikely, S&P could lower its rating if the company's
credit protection measures or liquidity were to decline
unexpectedly and significantly.  S&P could also lower the rating
if free operating cash flow to total debt decreases dramatically
from current levels and remains below 15% for an extended period.
This could occur, if for example, debt leverage increases as a
result of the company's external growth strategies or returning
cash to shareholders and, at the same time, an unanticipated
project loss or working capital swings occur due to the timing of
project work.

The company's exposure to highly cyclical end markets and the
possibility for working-capital swings restrain the potential for
an upgrade.  An upgrade would likely require improvement in B&W's
business risk profile, such as a transition to a more predictable
business model, which would result in more-consistent levels of
free cash flow generation, or further diversification into less-
cyclical business lines.  An upgrade would also depend on a change
in our assessment of the company's financial policy to "neutral"
from "negative," implying that the company would maintain its
conservative credit metrics in lieu of debt-financed acquisitions
or share repurchases.  However, S&P do not believe this is likely
to occur over the next 12 months.


BACK YARD BURGERS: Posts Increased Revenue, Eyes Expansion
----------------------------------------------------------
E.J. Boyer, writing for Nashville Business Journal, reported that
Back Yard Burgers is on the rebound, posting 12 consecutive months
of increased revenue and eying 2015 for expansion -- just over a
year after emerging from Chapter 11 bankruptcy protection.  The
Company said same-store sales grew by 10.6 percent in the first
quarter of 2014, marking two consecutive quarters of double-digit
sales growth at company-owned stores.  At the same time, cost of
goods and labor is tracking at 6 percent improvement, boosting
profitability at stores.

                     About Back Yard Burgers

Back Yard Burgers -- http://backyardburgers.com/-- operates and
franchises more than 150 quick-service restaurants in 20 states,
primarily in markets throughout the Southeast region of the United
States.  Back Yard Burgers Inc. and three of its affiliates sought
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-12882 to
12-12885) on Oct. 17, 2012, with a pre-negotiated restructuring
plan that has the support of both the Company's majority owner and
secured lender.  The debtor-affiliates are BYB Properties, Inc.,
Nashville BYB, LLC, and Little Rock Back Yard Burgers, Inc.
Attorneys at Greenberg Traurig serve as bankruptcy counsel.  Saul
Ewing LLP is the conflicts counsel.  GA Keen Realty Advisors is
the real estate advisor.  Rust Consulting/Omni Bankruptcy is
the claims and notice agent.  Back Yard Burgers estimated up to
$10 million in assets and at least $10 million in liabilities.

Back Yard Burgers emerged from Chapter 11 in January 2013.


BAPTIST HOME OF PHILADELPHIA: Files for Ch. 11 Due to Debt Woes
---------------------------------------------------------------
The Baptist Home of Philadelphia, owner and operator of the Deer
Meadows Retirement Community, sought bankruptcy protection due to
the inability to service its debt.

In 1998, Home borrowed more than $28 million through the sale of
bonds to finance improvements to its facilities.  U.S. Bank
National Association, the trustee with regard to the secured bond
indebtedness, is owed $23.8 million.

According to the Debtors, while the trustee and certain holders of
the bonds have worked with the Debtors to address various
restructuring alternatives outside of bankruptcy, it has become
clear to both the bondholders and the Debtors that Chapter 11
relief is necessary.

Aside from bond debt, the Debtors also owe Beneficial Mutual
Savings Bank on a line of credit ($1.375 million in principal in
early 2008 and later $6.75 million) that requires monthly payments
of principal and interest and a $5.51 million balloon payment at
maturity.  The Debtors also have trade debt of $3.24 million.

According to the docket, governmental entities are required to
submit proofs of claims by Oct. 22, 2014.  The appointment of a
healthcare ombudsman is due May 25, 2014.

The Debtors filed various first-day motions, including requests
to:

   -- jointly administer their Chapter 11 cases;
   -- use their prepetition bank accounts;
   -- pay prepetition wages and benefits;
   -- use cash collateral; and
   -- grant adequate assurance of payment to utilities.

The Debtors also intend to ask the court for an order that no
patient care ombudsman will be appointed in the case because their
retirement community is already subject to oversight by a number
of regulatory authorities.

The Debtors are seeking an expedited hearing on the first-day
motions.

A copy of the affidavit of Lisa Sofia, CEO of Home and president
of BHP Services Inc., in support of the Chapter 11 petitions and
the first day motions.

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

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia estimated $10 million to $50 million
in assets and debt.

The Debtors have tapped Cozen O'Connor as counsel.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.


BAPTIST HOME OF PHILADELPHIA: Seeks to Use Cash Collateral
----------------------------------------------------------
The Baptist Home of Philadelphia seeks approval from the
bankruptcy court to use cash collateral of U.S. Bank National
Association, the trustee with regards to the Debtors' secured
indebtedness.

The Debtors need to use the cash collateral to continue operations
during the Chapter 11 cases.  Following substantial negotiations,
the trustee has consented to the use of its cash collateral.

The parties have agreed that use of cash will be in accordance
with a budget.  Cash collateral will be used to fund the Debtors'
various operating expenses and professional fees as well as
insurance, taxes, Chapter 11 fees and other costs.

The Debtors say that access to cash collateral will enable them to
continue operations during these Chapter 11 Cases and provide them
an opportunity to reorganize or dispose of their assets in an
orderly fashion.

As adequate protection, the Debtors have agreed to provide the
Trustee with:

   -- ongoing payments in cash on a current basis, no less than
      monthly, and including any amounts incurred prior to
      the Petition Date, of the reasonable and documented fees,
      costs, and expenses of the Trustee in connection with
      the Chapter 11 cases (including, without limitation, the
      fees and expenses of Reed Smith LLP as counsel to the
      Trustee and CohnReznick LLP as financial advisor to the
      Trustee);

   -- replacement liens and superpriority claims; and

   -- the right to "credit bid" some or all of the secured debt
      in one or more bids during any sale of the collateral
      under Section 363(b)(1) of the Bankruptcy Code.


BAPTIST HOME OF PHILADELPHIA: Patient Care Ombudsman Not Needed
---------------------------------------------------------------
The Baptist Home of Philadelphia is asking the bankruptcy court to
enter an order finding that the appointment of a patient care
ombudsman is not necessary because, among other reasons,

   (i) Home has historically provided and is currently providing
       a high quality of care and such standards will continue
       during the continuance of the Chapter 11 cases;

  (ii) Home will have cash sufficient to ensure that patient
       care is not affected by the bankruptcy filing, and

(iii) Home, as a continuing care retirement community, is
       already subject to review and oversight by a number of
       regulatory authorities.

Home avers that it has maintained only the highest level of
patient care, and there is no reason to believe that this would be
changed by the pending Chapter 11 proceedings.  In the years
preceding the Petition Date, there has been no deterioration in
the level of patient care.  Home has consistently averaged a 4-
star rating over the past 2.5 years.


BAPTIST HOME OF PHILADELPHIA: Proposes Cozen O'Connor as Counsel
----------------------------------------------------------------
The Baptist Home of Philadelphia is asking the bankruptcy court
for approval to employ Cozen O'Connor as counsel.

Cozen will bill at its standard hourly rates, which currently are
$550 to $695 for shareholders, $375 to $670 for members, $320 to
$340 for associates, and $250 for paraprofessionals. The current
hourly rates for the Cozen professionals with primary
responsibility for this matter are:

  (a) John T. Carroll, III (Shareholder - Bankruptcy Group),
      $695 per hour; and

  (b) Eric L. Scherling (Member - Bankruptcy Group),
      $470 per hour.

  (c) Anna McDonough (Shareholder - Corporate Group),
      $550 per hour.

In the one-year period prior to the Petition Date, Cozen has
received payment of $283,208 for services rendered to the Debtor.
Cozen received a retainer of $175,000 from the Debtors as
compensation for professional services performed relating to its
restructuring efforts and the commencement and prosecution of the
Chapter 11 cases and for the reimbursement of reasonable and
necessary expenses incurred in connection therewith.  The firm
holds the balance of $103,270 as an evergreen retainer to be
applied against fees allowed to the firm pursuant to a fee
application filed in the Chapter 11 cases.

John T. Carroll, III, Esq., a shareholder of the firm, attests
that Cozen is a "disinterested person" as that term is defined in
Sec. 101(14) of the Bankruptcy Code.

Objections to the application are due May 5.


BIOMET INC: S&P Keeps 'B+' CCR on Watch Positive Over Zimmer Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Biomet
Inc., including the 'B+' corporate credit rating, remain on
CreditWatch with positive implications, where S&P placed it on
March 7, 2014, following Zimmer's announcement that the companies
will merge.

S&P will remove the ratings from CreditWatch and withdraw when the
merger with Zimmer is completed.  Alternatively, S&P would resolve
the CreditWatch listing if Biomet remains an independent entity
and executes an IPO.


BLACK ELK: Moody's Cuts Corp. Family Rating to Caa3; Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service downgraded Black Elk Energy Offshore
Operations LLC's (BEE) Corporate Family Rating (CFR) to Caa3 from
Caa2 and Probability of Default Rating (PDR) to Caa3-PD from Caa2-
PD. At the same time, Moodys affirmed the company's Caa3 senior
secured note rating and the SGL-4 Speculative Grade Liquidity
Rating. The rating outlook remains negative.

Issuer: Black Elk Energy Offshore Operations, LLC

Downgrades:

  Corporate Family Rating, Downgraded to Caa3 from Caa2

  Probability of Default Rating, Downgraded to Caa3-PD from
  Caa2-PD

Affirmations:

  US$150 Million 13.75% Senior Secured Notes, Affirmed Caa3
  (LGD3, 44%)

  Speculative Grade Liquidity Rating, Affirmed SGL-4

Outlook Actions:

  Maintain Negative Outlook

Ratings Rationale

These actions were prompted by BEE's tight liquidity and
heightened refinancing risk. The company will need to make a $10.3
million semi-annual interest payment on its 13.75% senior secured
notes at the end of May, but has limited cash balances. The $47
million borrowing base revolving credit facility was paid off and
terminated on March 17, 2014 with asset sale proceeds and
therefore, the company lacks a readily available external source
of funding. Additionally, the 13.75% notes will become due
December 1, 2015. Without a substantial improvement in operating
performance and cash flows, the company will be challenged to
refinance this debt.

Operationally, BEE has performed poorly since late 2012.
Production and reserves have declined substantially over the past
15 months as a result of asset sales. Year-on-year average daily
production and total proved reserves were down by 21% and 36% ,
respectively, in 2013. To shore up liquidity, the company has sold
$182 million of assets to multiple buyers, and issued $50 million
of preferred shares to its majority private equity holder
(Platinum Partners Value Arbitrage Fund L.P.) since the beginning
of 2013. Still, the company will need more external financing in
2014 to adequately cover costs associated with its drilling
program, plugging and abandonment (P&A) operations, negative
working capital and debt service. BEE has been stretching
payables, reducing capital expenditures and conducting P&A work
more selectively to preserve liquidity.

The company is presently exploring various funding alternatives
that include a new credit facility, a potential debt capital
market transaction and additional asset sales. Notwithstanding
BEE's success in executing a number of sales recently, it is
inherently difficult to find buyers for mature offshore assets
that have substantial P&A obligations and bonding requirements and
high operating and development costs. Without a permanent
resolution to its chronic liquidity problems, BEE will continue to
face high default risk through 2015.

The notes were affirmed at the Caa3 CFR level because the
termination of the first-lien revolving credit facility eliminated
most of the priority ranking claims to BEE's assets.

The negative outlook principally reflects uncertainty around
liquidity through 2015 and refinancing risk. If the company is
unable to make a scheduled interest payment or restructures its
debt resulting in significant losses to its bondholders, BEE's
ratings will be downgraded. An upgrade is unlikely in 2014 barring
a fundamental positive change to the company's liquidity and
capital structure.

BEE's Caa3 Corporate Family Rating reflects the company's weak
liquidity and high refinancing risk, declining production and
reserves base, its substantial plugging and abandonment (P&A)
liabilities associated with mature offshore wells, and the
inherent high operating and development costs in the Gulf of
Mexico. The rating also reflects BEE's acquisitive nature and
concentration in one geographic basin, which present elevated
event risk. The CFR is supported by the company's relatively low-
risk drilling inventory and meaningful oil exposure.

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.

Black Elk Energy Offshore Operations, LLC is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.


BORU BALLSTON: Seeks Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Boru Ballston Inc., based in Arlington, Va., filed for Chapter 11
bankruptcy (Bankr. E.D. Va. Case No. 14-11511) on April 23.  Weon
Geun Kim, Esq., serves as counsel to the Debtor.  It listed
$100,001 to $500,000 in both assets and debts.


BREATH OF GOD WORSHIP: Foreclosure Auction Set for May 5
--------------------------------------------------------
The Substitute Trustee will sell at public auction at 12:00 p.m.
on May 5, 2014, to the highest bidder, for cash, the Property
commonly known as 1101 & 1106 Lillington Hwy. Spring Lake, North
Carolina, including all improvements and fixtures located thereon,
owned by Breath of God Worship Center.  The auction will be held
at the Cumberland County Courthouse, 117 Dick Street in
Fayetteville, Cumberland County, North Carolina.

The property is being offered for sale, transfer and conveyance
"AS IS, WHERE IS."

Should the property be purchased by a party other than the holder
of the Deed of Trust, that purchaser must pay, in addition to the
amount bid, these items:

     (a) the tax required by Sec. 7A-308(a)(1) of the North
         Carolina General Statutes of 45 cents per $100 of the
         bid amount up to a maximum tax of $500, and

     (b) the excise tax on conveyance required by Sec.
         105-228.28 et. seq. of the North Carolina General
         Statutes of $1.00 per $500 or fractional part thereof
         of the bid amount.

Pursuant to N.C.G.S. Sec. 45-21.10(b), the successful bidder at
sale may be required to make an immediate cash deposit or
certified check not to exceed the greater of 5% of the amount bid
or $750.  In the event that the holder is exempt from paying the
same, the successful bidder may also be required to pay revenue
stamps on the Trustee's Deed, any land transfer tax, and the tax
required by N.C.G.S. Sec. 7A-308(a)(1).

Any successful bidder shall be required to tender the full balance
of the purchase price so bid in cash or certified check at the
time the Substitute Trustee tenders to him a deed for the property
or attempts to tender such deed, and should said successful bidder
fail to pay the full balance of the purchase price so bid at that
time, he shall remain liable on his bid as provided for in
N.C.G.S. Sec. 45-21.30(d) and (e).

The owner and holder of the indebtedness secured by the Deed of
Trust may make a credit bid.

Assets to be sold include personal property, furnishings,
fixtures, equipment, furniture, trade fixtures, and other items of
property, including any and all musical instruments, church pews,
chairs, pulpits, podiums, and all other items used in connection
with the operation of the premises as a church and related church
functions.

For more information:

     Lanee Borsman Hutchens Law Firm
     Attorneys for Substitute Trustee Services, Inc.
     P.O. Box 1028
     4317 Ramsey Street
     Fayetteville, North Carolina 28311
     https://sales.hsbfirm.com


BROOKSTONE HOLDINGS: In Deal with Vendors as Bondholders Clash
--------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
specialty retailer Brookstone Holdings Corp. has reached a deal
with unsecured creditors who had threatened to block its
restructuring process, winning their support in exchange for up to
$2.75 million.

According to the Journal, the company won final court approval on
bankruptcy financing and a restructuring support pact after Judge
Brendan Shannon of the U.S. Bankruptcy Court in Wilmington, Del.,
overruled a protest from a group of bondholders who said they were
unfairly shut out of the Chapter 11 loan deal. The settlement
clears the path for Brookstone to move ahead toward a June 2
auction, as bondholders continue to clash.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that unsecured creditors dropped their opposition to the
sale schedule and loan approval in return for receiving $1.25
million in cash from sale proceeds to be distributed under the
forthcoming Chapter 11 plan.  If the price goes up at auction,
unsecured creditors receive 15%, up to a maximum of $1.5 million
additional.

Second-lien noteholders agreed to waive their deficiency claim and
thus not dilute the pot for unsecured creditors, Mr. Rochelle
related.  Brookstone agreed it won't sue suppliers to recover
preferences, or payments received within three months of
bankruptcy, Mr. Rochelle further related.

Brookstone arrived in bankruptcy court claiming support from key
creditors for a bailout plan that depended on selling the company
to the owner of the Spencer's chain of shops, the Journal said.
However, by the time of the May 1 hearing on the future course of
the Chapter 11 case, it was apparent that Brookstone faced
significant opposition from unsecured creditors and some of its
bondholders, the Journal added.

Brookstone's unsecured creditors, owed an estimated $11 million,
said they would be shortchanged under the proposed sale of the
company to an affiliate of Spencer Spirit Holdings Inc., the New
Jersey parent of the Spencer's retail chain, the Journal noted.

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


BROWN MEDICAL: Ch.11 Trustee Hires Accounts Receivable Counsel
--------------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee of Brown Medical
Center, Inc., seeks authorization from the Hon. Jeff Bohm of the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Sullins and Johnston, P.C. as special counsel to collect accounts
receivable.

The Debtor's remaining accounts receivable generally fall into two
categories:

   -- accounts receivable for which no payment has been made by an
      insurance company or patient; and

   -- accounts receivable for which a partial payment has been
      received.

Sullins and Johnston will be authorized to collect both types of
outstanding accounts receivable on the same contingency fee.

Sullins and Johnston will receive a contingency fee of 25% of all
sums recovered from insurers and patients plus court costs and
reasonable expenses.

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

The Court for the Southern District of Texas will hold a hearing
on the application on Apr. 30, 2014, at 2:00 p.m.

Sullins and Johnston can be reached at:

       Lynne Sassi
       SULLINS AND JOHNSTON, P.C.
       2200 Phoenix Tower
       3200 Southwest Freeway
       Houston, TX 77027
       Tel: (713) 521-0221
       Fax: (713) 521-3242

                     About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


BROWN MEDICAL: Trustee Hires Miller Guymon as Litigation Counsel
----------------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee of Brown Medical
Center, Inc., asks for permission from the Hon. Jeff Bohm of the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Miller Guymon & Toone, P.C. as special litigation counsel for the
Trustee.

The Chapter 11 Trustee desires to employ Miller Guymon in
connection with a lawsuit filed by CW Onset LLC against Allied
Center for Special Surgery, San Antonio, LLC in the United States
District Court for the District of Utah, styled CW Onset, LLC v.
Allied Center for Special Surgery, San Antonio, LLC, Case No.
2:14-cv-00034.  The Trustee has filed a motion to intervene in the
Litigation as CW Onset LLC seeks relief that would prejudice the
Debtor's estate.

Miller Guymon will be paid at these hourly rates:

       Joel T. Zenger, Attorney         $300
       James W. Anderson, Attorney      $290
       Michelle Merkley, Paralegal      $125

Miller Guymon will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Joel T. Zenger, Esq., at Miller Guymon, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Court for the Southern District of Texas will hold a hearing
on the application on May 7, 2014, at 2:00 p.m.

Miller Guymon can be reached at:

       Joel T. Zenger, Esq.
       MILLER GUYMON & TOONE, P.C.
       165 Regent Street
       Salt Lake City, UT 84111
       Tel: (801) 363-5600
       Fax: (801) 363-5601

                      About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
92.98 cents-on-the-dollar during the week ended Friday, April 25,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.90 percentage points from the previous week, The
Journal relates.  Caesars pays 525 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 1, 2018,
and carries Moody's B3 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


COLDWATER CREEK: Section 341(a) Meeting Slated for May 21
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Coldwater Creek Inc., et al., on May 21, 2014 at 2:00 p.m., J.
Caleb Boggs Federal Building, 844 King Street, Wilmington DE
19801.

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

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

                      About Coldwater Creek

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

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

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

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

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

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


COLDWATER CREEK: Seven-Member Creditors Committee Named
-------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region Three,
named seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Coldwater Creek
Inc., et al.  Pursuant to 11 U.S.C. Sec. 1102, these creditors
were appointed to the Committee:

     1. The Apparel Group Ltd
        Attn: David Ludwig
        883 Trinity Drive, Lewisville, TX 75056
        Tel: (214) 469-3313
        Fax: (214) 469-3255

     2. Charter Ventures Limited
        Attn: Howard Cohen
        6-7/F Chiap Luen Ind Building, 30-32 Kung Yip Street
        Kwai Chung, Hong Kong
        Tel: (852) 2211-0606
        Fax: (852) 2390-4672

     3. Chinamine Trading LTD
        Attn: Bu Zi Ming
        28/F No 1 Hung To Road, Kwun tong
        Kowloon, Hong Kong
        Tel: (852) 2357-0966
        Fax: (852) 2304-0662

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

     5. Orient Craft, Ltd.
        Attn: Anoop Thatai
        Plot 12/Sector 37
        Udyog Vihar Phase 6 Near Hero Honda Chowk
        Gurgaon (Haryana), India

     6. Quad/Graphics, Inc.
        Attn: Mike Vechart
        N61 W23044 Harry's Way
        Sussex, WI 53089-3995
        Tel: (414) 566-2125
        Fax: (414) 566-9415

     7. Simon Property Group
        Attn: Ronald M. Tucker
        225 W. Washington Street
        Indianapolis, IN 46204
        Tel: (317) 263-2346
        Fax: (317) 263-7901

                      About Coldwater Creek

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

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

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

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

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

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


COSTA BONITA BEACH: Creditors Seek Chapter 7 Conversion
-------------------------------------------------------
Costa Bonita Beach Resort Inc. is facing requests separately filed
on April 14 by DF Servicing, LLC, and the Asociacion de Condomines
de Costa Bonita Beach Resort, seeking conversion of the Debtor's
chapter 11 case to a liquidation under Chapter 7 of the Bankruptcy
Code.

Meanwhile, Bankruptcy Judge Enrique S. Lamoutte Inclan has
scheduled a hearing for April 29 at 2:00 p.m. to consider a fee
dispute with ACCB.  The judge also directed the Debtor to come
prepared to inform when its amended plan and disclosure documents
would be finally filed.

                       DF Servicing's Motion

DF told a bankruptcy judge that the case should be converted --
not dismissed.  DF said the Debtor's management is incapable of
adequately administering the estate, that there is no reasonable
possibility of a feasible reorganization of this Debtor, and that
the case should ultimately be converted to a Chapter 7 proceeding
to allow for the orderly liquidation of the Debtor's assets and
provide distribution to creditors.  DF argues that Costa Bonita
has operated as a debtor in possession since February 2, 2012;
however, during this period, Debtor has failed to present any
feasible plan of reorganization for the consideration of this
Court, has failed to comply with the Court's directive to amend
its Disclosure Statement (which order has been pending since Oct.
16, 2012), has been unable to articulate any viable exit strategy
for the payment of its creditors, and has failed to perform any
meaningful progress towards a reorganization of any kind.

DF also noted that the Debtor has also failed to comply with the
timely filings of the Monthly Operating Reports as required by
Local Bankruptcy Rule 2015-2, has accumulated over $271,333.12 of
post-petition debt, has not made a single payment of post-petition
property taxes during a two-year period, and has also failed to
perform any action to collect on outstanding accounts receivables,
which total $158,395.  The Debtor also has failed to conclude and
finalize the issue on the project's access road (despite having
represented to the Court that such issue has been "resolved"), all
the while the Debtor's estate has diminished in value to the
detriment of DF and the estate.

DF purchased the Debtor's loans from Doral Bank prior to the
Petition Date.  DF said it the holder of a valid, perfected,
secured claim in the amount of $5,219,362.  The debt is secured
the Real Estate Collateral, which is composed of 50 unsold
apartment units, as well as a commercial space, and related real
estate known as the Costa Bonita Beach Resort project.  The Real
Estate Collateral is the Debtor's sole (or main) asset.  The Court
has declared the Debtor's case as a "Single Asset Real Estate
Case" as that term is defined in the Bankruptcy Code.

The Debtor filed a Disclosure Statement and Chapter 11 Plan of
Reorganization on April 30, 2012.  As part of the Disclosure
Statement and Plan, the Debtor stated that the value of the Real
Estate Collateral as of the Petition Date was "$12,243,170.00, as
per the appraisal reports included [as part of the Disclosure
Statement and Plan]".  At the hearing on Oct. 16, 2012, the Court
declined to approve the Disclosure Statement, and instructed the
Debtor to file an amended Disclosure Statement by Dec. 15, 2012.

On Dec. 20, 2012, the Debtor requested a 30-day extension to file
its amended Disclosure Statement and Plan, which was granted by
the Court on Dec. 26, 2012.  Thereafter, the Debtor made several
requests for extension of the filing deadline.  In an extension
request filed Dec. 20, 2013, the Company said DF's and its
representatives are still engaged in settlement conversations
directed to resolve and simplify the controversies between them.

The Court most recently extended the filing deadline to March 13,
2014.  Still the Debtor has not submitted amended Plan documents
through April.

DF also informed the Court that it has obtained an updated
appraisal for the Real Estate Collateral which shows that the
current market value of the Collateral, as of July 22, 2013, was
$5,200,000.  The appraisal report was prepared by Vallejo &
Vallejo Real Estate Appraisers and Counselors.

DF is represented in the case by:

     Luis C. Marini-Biaggi, Esq.
     Nayuan Zouairabani, Esq.
     O'NEILL & BORGES, LLC
     American International Plaza
     250 Munoz Rivera Avenue, Suite 800
     San Juan, Puerto Rico 00918-1813
     Tel: (787) 764-8181
     Fax: (787) 753-8944
     E-mail: luis.marini@oneillborges.com
             nayuan.zouairabani@oneillborges.com

                 Asociacion de Condomines' Motion

Asociacion de Condomines Costa Bonita -- the Costa Bonita
Homeowners Association -- said the Debtor has failed to pay
$16,028 in monthly maintenance fees, which constitute
administrative expenses despite the Court's May 2012 order
directing such payment.  It also pointed out that the Debtor has
failed to maintain "adequate protection" of the premises and
failed to make insurance premium payments.  It said the insurance
company The Consejo de Titulares contracted "General Insurance
Broker" has issued a cancellation notice for the premises,
effective April 25, 2014.

This is the nth request for conversion or dismissal filed by ACCB.
On Feb. 18, 2014, ACCB asked the Court to either dismiss or
convert the case for failure to make the administrative expense
payments.  Through Feb. 18, ACCB said the Debtor owed $115,141.
In papers filed April 1, 2014, ACCB indicated that from Sept. 1,
2013, to Feb. 28, 2014, the Debtor owed $132,988.

The Debtor has objected to ACCB's various dismissal requests,
arguing that the fees are not an administrative expense, that the
amounts are not detailed, and that ACCB owes the Debtor monies.
In papers filed March 18, 2014, the Debtor said the Association
owes it $170,477 relative to maintenance fees that correspond to
Association and for which the Debtor has been assuming payment.

On April 18, 2013, ACCB moved for the second time to dismiss or
convert the case.  The Court denied the motion to dismiss at that
time, provided that payment of maintenance fees were paid as
ordered.  The initial payment was consigned with the Court and
subsequently withdrawn by ACCB.

Alleging noncompliance, on Aug. 20, 2013, ACCB moved for the
dismissal of the case.  At the hearing for Sept. 17, 2013, the
Court denied the motion since the fees were paid.

A hearing was held on Jan. 31, 2014, to consider an insurance
issue with ACCB.

On March 20, 2014, Judge Inclan ruled that neither ACCB's pending
motion to dismiss nor the opposition plead with sufficient
particularity the facts leading to the requests, specially as to
the amounts owed.  Since the burden is on ACCB, the motion to
dismiss is denied.  However, the issue of fees and insurance
coverage is critical to the case, and continues to turn into a
contested matter.  Therefore, the Court set a hearing for April 29
to consider whether there are any fees owed to ACCB.  The Court
directed the Debtor to come prepared to inform when the Disclosure
Statement and Plan will be finally filed.

In a separate ruling, the Court granted the Debtor's "urgent
motion" to enforce the automatic stay and enjoin ACCB from
disconnecting power and water services.

Asociacion de Condomines is represented by:

     Jose M. Prieto Carballo, Esq.
     JPC LAW OFFICE
     P.O. Box 363565
     San Juan, PR 00936-3565
     Tel: 787-607-2066
          787-607-2166
     E-mail: jpc@jpclawpr.com


COSTA BONITA BEACH: Figueroa Replaces Cuprill as Bankr. Counsel
---------------------------------------------------------------
Costa Bonita Beach Resort Inc. sought and obtained bankruptcy
court approval to employ Maria Mercedes Figueroa y Morgade, Esq.,
as the successor attorney for the Debtor, replacing Charles
Cuprill, Esq.

Mr. Cuprill obtained permission to withdrew from the case in a
Feb. 13, 2014 Court order.  Mr. Cuprill cited "irreconcilable
differences" with the Debtor's management for his resignation.

The Debtor's president, Eng. Carlos Escribano-Miro, signed the
application to employ Ms. Figueroa, who will now represent the
Debtor in all bankruptcy related matters.  She will be paid $200
per hour for her services, and will be reimbursed for actual and
necessary expenses.

The Debtor said Ms. Figueroa qualifies as a disinterested person
within the meaning of section 101(14) of the Bankruptcy Code and
her employment is in the best interest of the Debtor.

Mr. Cuprill said in court papers filed Feb. 10 that he has made
the Debtor's president aware of the status of the Chapter 11
proceedings, the pendency of the Debtor's plan of reorganization
and disclosure statement and the deadlines related to the existing
controversies with Asociacion de Condominos de Costa Bonita.

The new counsel may be reached at:

     Ma. Mercedes Figueroa y Morgade
     3415 Avenida Alejandrino
     Apt 703
     Guaynabo, PR 00969-4956
     Tel: 787-234-3981
     E-mail: figueroaymorgadelaw@yahoo.com

Meanwhile, the Bankruptcy Court on Dec. 23 approved the Debtor's
employment of Alexis Fuentes Hernandez as special counsel.


DAEWOO MOTOR: Ordered To Pay Legal Fees For Bankrupt US Unit
------------------------------------------------------------
Law360 reported that an Arizona federal judge dismissed a portion
of a lawsuit against Daewoo Motor Co. Ltd., saying the South
Korean automaker is required to foot the bill for the cost of
product liability lawsuits directed at a bankrupt U.S.-based
affiliate.

According to the report, U.S. District Judge Roslyn O. Silver
granted the motion for partial summary judgment filed by Daewoo
Motor America Inc., saying a previous decision in California court
banned DWMC from re-litigating the issue of whether it had
breached a contract making it liable for its American unit.

The case is Daewoo Motor America, Inc. v. Daewoo Motor Company,
Ltd., Case No. 2:10-cv-00653 (D. Ariz.).

Daewoo Motor America, Inc., sought chapter 11 protection (Bankr.
C.D. Calif. Case No. 02-24411) on May 16, 2002, listing more than
$100 million in debts and assets.  Lawyers at Stutman Treister &
Glatt APC, served as bankruptcy counsel.  The Honorable Judge
Sheri Bluebond of the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, presided over the
bankruptcy proceedings.  The Bankruptcy Court confirmed the
company's reorganization plan, which became effective Oct. 16,
2003.


DETROIT, MI: Skips Payment on General Obligation Bonds
------------------------------------------------------
Reuters reported that the City of Detroit on April 1 missed a
second payment on its outstanding general obligation bonds as the
city continues to face opposition from major creditors to its plan
to restructure $18 billion of debt and exit municipal bankruptcy.

According to the report, Bill Nowling, a spokesman for Detroit
emergency manager Kevyn Orr, said the city did not intend to make
the $47.6 million annual principal and semi-annual interest
payment on the bonds that was due on April 1.  The city has
already defaulted on a $9.4 million interest payment on Oct. 1,
the report related.  That action led credit rating agencies to
drop the rating on more than $600 million of unlimited and limited
tax GO bonds to D, the bottom of the rating scale, the report
further related.

Three bond insurance companies that guaranteed payments on much of
the general obligation bonds have sued the city over the default
and the diversion of property tax revenue earmarked to pay off
bonds that were approved by Detroit voters, the report added.

                  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, MI: Ends Retiree Pension Disputes, Revises Plan
--------------------------------------------------------
The City of Detroit revised its plan of debt adjustment and
accompanying disclosure statement on April 25 to include the
City's recent settlement with its retirees and agreement with a
coalition of unions representing more than one-third of city
workers, or about 3,500 employees.

Under the retiree settlement, the City agreed to increase the
contribution toward retirees' health benefits to $450 million from
$280 million, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported.  Police and firefighters' pensions won't
be cut, although cost of living adjustments will be reduced,
Bloomberg said.  Other city workers' pensions will be trimmed by
4.5 percent, the report said.

In the April 25 version of the plan, the City's third version, the
Police and Fire Retirement System for the City of Detroit Pension
Claims will be allowed in an aggregate amount equal to the sum of
approximately $1.25 million, while the General Retirement System
for the City of Detroit Pension Claims will be allowed in an
aggregate amount equal to the sum of approximately $1.879 million.
The claims for post-retirement health, vision, dental, life and
death benefits provided to retired employees of the City ("OPEB
Claims") will be allowed in an aggregate amount equal to $4.095
million.

The Third Amended Plan also adds a language on the payment of
certain claims relating to the operation of City motor vehicles.
The Plan provides that the City will continue to administer and
pay valid prepetition Claims for liabilities with respect to which
the City is required to maintain insurance coverage in connection
with the operation of the City's motor vehicles, as follows: (1)
Claims for personal protection benefits, for which insurance
coverage is required, will be paid in full, to the extent valid,
provided, however, that the City will not be liable for or pay
interest or attorneys' fees on prepetition Claims for personal
protection benefits; (2) tort claims for which residual liability
insurance coverage is required will be paid, to the extent valid,
only up to the minimum coverages; and (3) Claims for property
protection benefits will be paid, to the extent valid, only up to
the minimum coverage.

The Third Amended Plan provides that general unsecured creditors
with $150 million in claims as having a recovery between 10% and
13%, the Bloomberg report said.  Holders of $163.5 million in
limited tax general obligation bonds have the same recovery.  For
holders of $388 million in unlimited tax general obligation bonds
the recovery is 74%, Bloomberg added.

A redlined version of the Third Amended Plan is available
at http://bankrupt.com/misc/DETROITplan0425.pdf

Judge Rhodes issued an order overruling, for lack of arguable
merit, objections to the disclosure statement explaining the Plan
filed by Carl Williams and Hassan Aleem, Vera C. Magee, Errol
Griffin, Joan E. Robinson-Cheeks, Keith M. Hines, Love McMiller,
and Martha Childress and Lula Millender.

                  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.


DJA CORP: Trevi Bowling Center to Be Liquidated in Chapter 7
------------------------------------------------------------
Michael J. Williams, writing for The Press-Enterprise, reported
that Judge Meredith Jury placed DJA Corp. -- which operates Trevi
Bowling Center, an entertainment center anchored by a bowling
alley -- in Chapter 7 bankruptcy, and prohibited the company or
its business associates "from removing any assets from the
property . . . or transferring any such assets to any other
party."

"As a result of the court's action, the operation's been placed in
the control of a court-appointed trustee, who will then evaluate
the business, decide whether to operate it or not operate it, and
then sell it either as a going concern or go through liquidation,"
said Stephen Wade, who represented DJA in the bankruptcy
proceedings.  The business's owner, Michel Knight, is cooperating
with the trustee, Mr. Wade said.

According to the report, DJA has contended that Inland Pacific
California, the owner of the land on which Trevi is located, had
promised to give it a break on rent. Inland Pacific maintained
Knight had failed to pay the rent.  After DJA filed once again for
Chapter 11 bankruptcy in March, the judge sided with Inland
Pacific and converted the case to a Chapter 7 proceeding.

                About DJA Corp., dba BA Trevi Zone

DJA Corp., dba BA Trevi Zone, in Lake Elsinore, Calif., filed its
third Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No.
14-14117) on March 31, 2014.  Judge Deborah J. Saltzman was
assigned to the case.  The Law Offices of Stephen R. Wade serves
as Chapter 11 counsel to the Debtor.  DJA listed $704,100 in
assets and $1.94 million in debts.  The petition was signed by
Michel Knight, president.  A list of its 12 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/cacb14-14117.pdf

DJA first filed for Chapter 11 (Bankr. C.D. Calif. Case No.
10-19732) on April 1, 2010.  Judge Meredith A. Jury was assigned
to that case.  Robert B. Rosenstein, Esq., at Rosenstein &
Hitzeman, served as counsel in the 2010 case.  DJA listed under
$50,000 in assets and between $1 million to $10 million in debts.
The petition was signed by Mr. Knight.

DJA filed the second Chapter 11 petition (Bankr. C.D. Calif. Case
No. 12-37760) on Dec. 20, 2012.  Judge Mark S. Wallace was
assigned to that case.  Stephen R. Wade, Esq., served as Chapter
11 counsel.  The petition also was signed by Mr. Knight.

Michel Knight and Mei Knight also filed a Chapter 11 petition
(Case No. 10-19734) on April 1, 2010.


EAGLE SOUTH: S&P Lowers on Facility Revenue Bonds Rating to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on the education facility revenue bonds series
2013A and 2013B (taxable), both issued on behalf of Eagle South
Mountain Properties, Ariz. for EAGLE College Prep.  The outlook is
stable.

"The rating change reflects the incorporation of our recently
released group rating methodology," said Standard & Poor's credit
analyst Robert Dobbins.  "The 'BB+' rating is based on Education
Enterprises Inc.'s (EEI) 'bb+' group credit profile, as well as
EAGLE College Prep's group status of "strategically important" and
'bbb-' stand-alone credit profile," added Mr. Dobbins.

EEI is a network of schools that initially started and operated
HOPE voucher schools and has more recently started and operated
EAGLE charter schools.  EEI has growth plans S&P considers
aggressive with simultaneous growth in three separate, disperse
markets (Milwaukee, Phoenix, and St. Louis).  Operations of the
EEI network generated a weak 0.6x MADS coverage in fiscal 2013,
which S&P views as consistent with a speculative-grade rating.
There is also refinancing risk, in S&P's opinion, associated with
notes payable for the voucher schools that amortize relatively
soon.  S&P understands that management is currently working to
refinance these notes payable over a 20-year period, however.


EAST CHICAGO: S&P Withdraws 'BB' Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' issuer credit
rating (ICR) on East Chicago, Ind., because there is no
outstanding debt associated with the ICR.


EASTMAN KODAK: Eric-Yves Mahe Named Senior Vice President
---------------------------------------------------------
Eric-Yves Mahe has joined Eastman Kodak Company as Senior Vice
President and Director of Sales Strategy and Operations.  The
Board of Directors also has elected Mr. Mahe a corporate officer
of Kodak, and he becomes a member of the company's Executive
Council.

In this newly created role, Mr. Mahe, 51, is responsible for
formulating a strategy to drive and measure sales of Kodak's
unique and innovative portfolio of hardware, consumables, software
and services.  Mr. Mahe also will advise Kodak's senior management
team on software, OEM partnerships and the sale of complex
solutions.

"With more than 25 years' experience in technology, software and
services, Eric has an outstanding track record of building
successful teams, leveraging direct and indirect sales models,
delivering strong business results and winning market share," said
Kodak Chief Executive Officer Jeff Clarke.  "Eric brings to Kodak
extensive experience and competitive advantage in the information
technology and global imaging industries, having successfully
built international account relationships and several businesses
in developed and developing economies in Europe, the U.S. and many
parts of Asia."

Prior to joining Kodak, Mr. Mahe was based in Singapore with
Pitney Bowes Inc., most recently as President, Global Growth
Markets, with responsibility for the company's operations in Latin
America, Asia Pacific, Middle East, Africa and emerging markets.
Mr. Mahe managed this innovation-centered business from inception,
and in two years, it became Pitney Bowes's best performing
operation worldwide.  Mr. Mahe joined Pitney Bowes in 2007 as
President, Asia Pacific, Middle East and Africa.

Previously, Mr. Mahe was Vice President and General Manager of
Asia North for Computer Associates Inc., with responsibility for
business operations and enterprise sales in China, Hong Kong and
Taiwan.  He also has held sales management positions with Sun
Microsystems, where he focused on OEM partnerships; Siemens
Nixdorf; and Xerox.

Mr. Mahe earned his M.B.A. in Marketing and International Trade
from Ecole Superieure de Commerce et d'Administration des
Enterprises (ESCAE) in Bretagne, France, in 1986.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


ECO-TEK WORLDWIDE: Provides Update on Late 10-K Filing
------------------------------------------------------
Eco-Tek Worldwide on April 28 provided information with regards to
the Company's late 10K filing.

Eco-Tek operates two subsidiaries.  The Company's Toronto group
focuses on lubricant and oil products and does most of its
business in the Greater Toronto Area.  It has hundreds of
transactions with retail stores like Midas, Goodyear and Speedy
and the average invoice is in the hundreds of dollars.  This
operation has had its books ready on time.  The Canada operation
works from Ottawa and deals with its distribution customers in
countries around the world and with its growing list of
distributors in North America.  It has a few dozen invoices that
average in the tens of thousands of dollars.  The papers and files
for this operation are fine and complete.  The accounting group
performing the electronic entries were not up to the task and they
have been replaced.  Eco-Tek has brought in a Certified General
Accountant to perform this bookkeeping function and have retained
their services on an ongoing basis.  They will consolidate the
accounts and pass the completed work product to the Auditors this
week.  The Audit team has indicated that they will be ready to
file one to two weeks thereafter.

The impact on the late filing on the Company's ongoing business is
nil.  The impact on the Company's stock is only that it cannot
issue any new shares until the 10-K is filed.

"Eco-Tek is a great little company with a bright future.  We are
maintaining growth at about 50% per quarter and that stretches us
a little thin sometimes.  We make a few mistakes, fix them and try
to make different ones next quarter.  We get better each time.
These filings will get done.  The next ones will also get done.
Meanwhile, the business continues to grow and our prospects
continue to get better," the Company said.

                    About Eco-Tek Group Inc.

Eco-Tek Group Inc., based in Toronto, Ontario was founded in 2009.
Dedicated to the development and marketing innovative and cost
effective "green" lubrication products for the transportation,
industrial and marine industries and development by their
experienced chemists and engineers with extensive knowledge in the
science of lubrication and related studies.  Eco-Tek Group Inc. is
dedicated to formulating cutting edge products that make a
significant contribution to the reduction of fossil fuel
consumption while enhancing quality and performance.

Eco-Tek Group Inc. has marketed the company's products in Ontario
for the past number of years and has established a solid base of
highly satisfied customers.  Recently Eco-Tek has established
distributors in South America, and Europe and is now expanding its
operations across North America and around the world.


EDDIE'S HOUSE: Files Chapter 11 to Resolve AZ Revenue Dept Claim
----------------------------------------------------------------
Eddie's House LLC, which operates a fine-dining restaurant at 7042
E. Indian School Road, in Scottsdale, Arizona, filed for Chapter
11 bankruptcy protection (Bankr. D. Ariz. Case No. 14-05693) on
April 18, 2014.  It lised $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.  Judge Eddward P. Ballinger
Jr. presides over the case.

Eddie's House is represented by:

    Thomas H. Allen, Esq.
    ALLEN, SALA & BAYNE, PLC
    Viad Corporate Center
    1850 N. Central Ave., #1150
    Phoenix, AZ 85004
    Tel: 602-256-6000
    Fax: 602-252-4712
    Email: tallen@asbazlaw.com

There's a Meeting of Creditors pursuant to Sec. 341(a) of the
Bankruptcy Code on May 20, 2014, at 11:00 a.m. at US Trustee
Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, AZ (341-
PHX).  A representative of the Debtor is required to attend the
meeting, and to answer questions from creditors and other
interested parties under oath.

The Debtor's schedules of assets and liabilities, and statement of
financial affairs are due May 2.

Tim Gallen, writing for Phoenix Business Journal, reported that
Eddie's House, which is owned by celebrity chef Eddie Matney,
sought bankruptcy protection to help resolve a dispute with the
Arizona Department of Revenue.  According to the bankruptcy
petition, the ADOR has a claim of $518,913.48 against the
restaurant.  Mr. Allen said the crux of the Chapter 11 filing is
to reorganize to get out from under the tax dispute with ADOR.

Bankruptcy "stops the accrual of penalty interest," Mr. Allen
said.  "It provides a mechanism to understand and resolve any
disputes with the tax debt and propose a plan that would pay that
out over 60 months."

"We're open for business," Mr. Allen said, according to the
report.  "The business is doing much better than in years past. We
hope to file a claim of reorganization very quickly."


EMPIRE PLAZA: West Hempstead Property to Be Sold May 21
-------------------------------------------------------
Upon the application of JJAM Capital LLC in the case of Empire
Plaza Realty LLC, the real property located at 300 Hempstead
Turnpike, West Hempstead, New York 11552, will be sold to the
highest bidder at an auction sale to be conducted on May 21, 2014
at 10:00 a.m. at the offices of:

     Backenroth Frankel & Krinsky, LLP
     800 Third Avenue
     New York, NY 10022
     Tel: (212) 593-1100

The Property will be sold "as is."  Bidding will be limited to all
cash offers, and the minimum opening bid will be $2,500,000, and
bidding will be increments of $25,000.

All prospective bidders except Proponent or its designee are
required to deposit $250,000 in escrow with the counsel by bank
check or wire deposit on or before May 20, 2014 at 5:00 p.m.

Subject to the approval of the Bankruptcy Court at a hearing to be
held on May 28, 2014 at 1:30 p. m., or as soon thereafter as
counsel can be heard, before the Honorable Robert E Grossman, the
highest bidder shall be the purchaser of the Property, free and
clear of all liens, claims and encumbrances, with any such liens,
claims and encumbrances to attach to the proceeds of sale.  The
Deposit shall be non-refundable.

In the event the Purchaser closes on or 15 days after the entry of
an order ap proving the sale, the Deposit will be applied to the
purchase price. In the event Purchaser fails to close on or before
15 days after the entry of an order approving the sale, the
Deposit will be remitted to the Pro ponent. Time shall be of the
essence in the closing of this transaction. In the event Purchaser
fails to close, then the Proponent will have the right to accept
the bid next highest in amount to the original Purchaser's bid.

A complete copy of the terms and conditions of sale is attached to
the Proponent's Chapter 11 plan filed in the Bankruptcy Court.

Empire Plaza Realty LLC, in Great Neck, NY, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-73526) on July 3, 2013.
Judge Robert E. Grossman oversees the case.  The Debtor is
represented by John H Hall, Jr., Esq., at Pryor & Mandelup, LLP.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  A list of the Company's 14 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/nyeb13-73526.pdf The petition was
signed by Ely Kaffash, member.


ENERGY FUTURE: Nears Deal with Creditors on Bankruptcy Plan
-----------------------------------------------------------
Mike Spector and Emily Glazer, writing for The Wall Street
Journal, reported that the Texas utility at the center of the
biggest private-equity buyout ever was finishing up a
restructuring deal with creditors designed to shorten the
company's time in bankruptcy court, people familiar with the
matter said.

According to the Journal, citing the people, Energy Future
Holdings Corp., formerly TXU Corp., is expected to file for
Chapter 11 protection within the next two days, following round-
the-clock negotiations with creditors to restructure its more than
$40 billion of debt.  Reuters said Texas' biggest electricity
company is expected to file a Chapter 11 bankruptcy petition
today, April 29.  Reuters, citing people familiar with the
situation, added that Energy Future is aiming to file for Chapter
11 protection in Delaware ahead of markets opening on April 29.

Energy Future's board has authorized the company to seek
bankruptcy protection as long as the deal with creditors comes
together and doesn't change substantially, the people said, the
Journal related.

Many of the Dallas-based company's key creditors had thrown their
support behind the restructuring deal, but the company was still
in talks with other debtholders, the people said, the Journal
further related.  A far-reaching deal wasn't assured, they said.

As part of the discussions with creditors, Energy Future was
targeting emerging from bankruptcy in as few as nine months,
though the exact timing remained in flux, one of the people said,
the Journal added.  The company's attempt to navigate bankruptcy
proceedings in a matter of months is ambitious and could run into
roadblocks from dissident creditors.

Jim Fuquay of the Fort Worth Star-Telegram pointed out that the
company faces a May 1 expiration of the grace period on a debt
payment Energy Future skipped a month earlier.

           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.


ESP RESOURCES: Reports $5.2 Million 2013 Net Loss
-------------------------------------------------
ESP Resources, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$5.23 million on $10.59 million of net sales for the year ended
Dec. 31, 2013, as compared with a net loss of $5.08 million on
$16.98 million of net sales in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $6.01 million
in total assets, $10.32 million in total liabilities and a $4.31
million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred net losses through Dec. 31, 2013, and has
a working capital deficit as of Dec. 31, 2013.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

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

                        http://is.gd/tlAeQg

                         About ESP Resources

The Woodlands, Texas-based ESP Resources, Inc., through its
subsidiaries, manufactures, blends, distributes and markets
specialty chemicals and analytical services to the oil and gas
industry and also provides services for the upstream, midstream
and downstream sectors of the energy industry, including new
construction, major modifications to operational support for
onshore and offshore production, gathering, refining facilities
and pipelines designed to optimize performance and increase
operators' return on investment.


EXPERT MAC REPAIR: Seeks Chapter 7 Bankruptcy Protection
--------------------------------------------------------
Expert Mac Repair Inc., in Washington, D.C., filed a Chapter 7
petition (Bankr. D.D.C. Case No. 14-00236) on April 21.  William
C. Johnson Jr., Esq., serves as bankruptcy counsel.  It listed
under $50,000 in assets and $100,001 to  $500,000 in liabilities.
The Debtor said its largest unsecured creditor, CBS Outdoor, is
owed $80,228.


EXPRESS LLC: Moody's Lowers Corp. Family Rating to 'Ba3'
--------------------------------------------------------
Moody's Investors Service downgraded Express LLC's Corporate
Family Rating to Ba3 from Ba2, Probability of Default Rating to
Ba3-PD from Ba2-PD, and the rating on the senior unsecured notes
to B1 from Ba3. The speculative-grade liquidity rating was
affirmed at SGL-1. The ratings outlook remains stable.

The downgrade reflects Moody's expectation that Express will
continue to face a highly competitive and promotional operating
environment in the intermediate term, leading to lease-adjusted
leverage sustained above 4 times, which in Moody's view is not
appropriate for the Ba2 rating category considering the company's
meaningful business risk as a fashion apparel retailer. "We
believe that the company's EBITDA declines during 2012 and 2013,
as well as management guidance for 2014 reflect not only the
temporary challenges of cold 2013-2014 winter weather and weak
income growth of Express' target customer, but also the longer-
term pressures of intense competition from fast fashion retailers
and declining mall traffic," said Moody's analyst Raya
Sokolyanska.

This rating action does not reflect Express' announced plans to
refinance its $200 million senior unsecured notes.

Rating Actions:

Issuer: Express LLC

  Corporate family rating, downgraded to Ba3 from Ba2

  Probability of default rating, downgraded to Ba3-PD from Ba2-PD

  $250 million ($200 million outstanding) senior unsecured notes
  due 2018 downgraded to B1 (LGD4, 64%) from Ba3 (LGD4, 64%)

  Speculative-grade liquidity rating, affirmed at SGL-1

Ratings Rationale

Express' Ba3 corporate family rating reflects its well-recognized
brand name, national footprint and still solid operating margin.
The rating also incorporates the company's low level of funded
debt and very good liquidity. Partly offsetting these attributes
are Express' relatively modest scale and lease-adjusted leverage
metrics that have weakened over the past two years. The decline in
the company's earnings in fiscal 2012 and 2013 highlights its
meaningful business risk as a niche retailer operating in the
highly competitive apparel market and its susceptibility to
fashion risk and trends in discretionary consumer spending.

The stable outlook reflects Moody's expectation for debt/EBITDA in
the low 4.0 times range in FY 2014 and 2015, and continued very
good liquidity.

The ratings could be downgraded if operating performance
significantly deteriorates, if financial policies become more
aggressive or liquidity meaningfully declines. Quantitatively, the
ratings could be downgraded if debt/EBITDA is sustained above 4.75
times or EBITA/interest expense falls below 2.25 times.

The ratings could be upgraded if the company demonstrates a
consistent track record of earnings growth, including good
execution in its retail stores, successful outlet rollout, and
continued strong ecommerce growth, while maintaining very good
liquidity and conservative financial policies. An upgrade would
require debt/EBITDA to be sustained around 3.75 times and
EBITA/interest above 3.25 times.

Express LLC ("Express"), headquartered in Columbus, Ohio, is a
specialty apparel retailer targeting 20- to 30-year-old men and
women. The company operates more than 630 retail stores in the
United States, in Canada, and in Puerto Rico. It also franchises
stores in the Middle East and Latin America. Revenues for the
fiscal year ended February 1, 2014 were about $2.2 billion.


EWGS INTERMEDIARY: General Claims Bar Date Set for May 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
May 30 at 4:00 p.m., as the bar date for general claims,
governmental units' claims and administrative claims against EWGS
Intermediary, LLC, et al.

Proofs of claims must be submitted by

U.S. Mail to:

         EWGS Intermediary, LLC Claim Processing Center
         c/o Epiq bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5115
         New York, NY 10150-5115

and or via overnight delivery to:

         EWGS Internediary, LLC Claim Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

                       About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.

Lawrence C. Gottlieb, Esq., Jay R. Indyke, Esq., Brent Weisenberg,
Esq., at Cooley LLP, serve as lead counsel to the Official
Committee of Unsecured Creditors.  Michael J. Merchant, Esq.,
Christopher M. Samis, Esq., and William A. Romanowies, Esq., at
Richards, Layton & Finger, P.A. serve as Delaware counsel.  The
Committee hired PricewaterhouseCoopers LLP as its financial
adviser.

The Debtors said total assets are greater than $100 million.  In
its schedules, EWGS Intermediary disclosed $0 in assets and
$77,801,784 in total liabilities.

Hilco Merchant Resources, a unit of Hilco Global, on Dec. 5, 2013,
disclosed that it has completed a $40 million deal to purchase all
the assets of golf retail brand Edwin Watts, in partnership with
GWNE, Inc., an affiliate of Worldwide Golf Shops.  The transaction
was approved by the bankruptcy court and closed on Dec. 5.


FILENE'S BASEMENT: Suitors Clash Over Latest $30M Deal For Lease
----------------------------------------------------------------
Law360 reported that former clothing retailer Syms Corp. urged a
Delaware bankruptcy judge to sign off on a $30.25 million deal for
the lease to its New Jersey headquarters, while the property's
landlord argued its previously agreed-upon deal should be honored
instead.

According to the report, the reorganized Syms, now a real estate
holding company called Trinity Place Holdings Inc., championed the
sale of its Secaucus, N.J., headquarters lease to ASG Equities
Secaucus LLC, presenting witnesses and evidence at a hearing in
Wilmington, Del.

                     About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FLORIDA GAMING: Has Until May 31 to File Chapter 11 Plan
--------------------------------------------------------
Bankruptcy Judge Robert A. Mark, in a supplemental order, extended
Miami Jai-Alai's exclusive periods to file a Chapter 11 plan until
May 31, 2014, and solicit acceptances for that Plan until July 31.

Miami Jai-Alai consists of Debtors Florida Gaming Centers, Inc.,
Florida Gaming Corporation, Tara Club Estates, Inc., and Freedom
Holding, Inc.

The Court has been advised of the agreement between the Debtors,
the Prepetition Agent, and the Creditor's Committee as to the
extension of the exclusivity periods in relation to the sale of
substantially all of the Debtors' assets, which was approved on
April 7, 2014.

Judge Mark also issued a supplemental order dated April 10, 2014,
extending until April 30 Florida Gaming Centers' authorization to
use cash collateral to pay costs and expenses during the extension
period (i) solely in accordance with the terms set forth in the
final cash collateral order, (ii) as approved by David Jonas, the
prepetition receiver appointed pursuant to a state court order,
who will continue as receiver for Centers during the cases.

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FLORIDA GAMING: Court Approves Alternative Bids
-----------------------------------------------
Bankruptcy Judge Robert A. Mark approved on April 21 the
alternative bid of GLP Capital, L.P. and MGA Holding FL, LLC.

The Court said that to the extent the sale to the successful
bidder does not close, the Debtors will sell substantially all of
their assets to the alternate bidder.

At the conclusion of the auction, Fronton Holdings LLC was chosen
as the successful bidder and GLP Capital L.P. and MGA Holding FL,
LLC as the alternate bidder pursuant to an asset purchase
agreement with the alternate bidder, dated March 25, 2014, with an
alternate bid amount of $153,263,620.

A copy of the alternative bid is available for free at:

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

The Bankruptcy Court on April 7 entered an order approving an APA
by and among Florida Gaming Corp. and its wholly-owned subsidiary,
Florida Gaming Centers, Inc., with Fronton Holdings, LLC.

Fronton agreed to acquire substantially all of Centers' assets in
exchange for:

     -- a cash purchase price of $140,000,000,

     -- the assumption of approximately $13.77 million in debt
        obligations owed by Centers to Miami-Dade County,
        Florida, and

     -- the assumption of approximately $2.1 million in Centers'
        accounts payable.

Fronton is an affiliate of ABC Funding, LLC, the administrative
agent under a Credit Agreement dated April 25, 2011, by and among
ABC, Centers, the Company, and the Lenders who are party thereto.

The Debtors conducted the auction to determine the highest and
best bid for substantially all of Centers' assets on March 26,
2014.  Fronton's bid was determined to be the highest and best bid
at the Auction.  The second highest and best bid at the Auction
was that of GLP Capital, a Florida limited partnership, and MGA
Florida Holding, a Florida limited liability company.  The Company
and Centers expect the Bankruptcy Court to enter an additional
order approving GLP/MGA as the alternate bidder.

Silvermark LLC served as stalking horse bidder at the Auction.  By
selling the assets to the ABC affiliate, the Debtors are liable to
Silvermark for $4,000,000 break-up fee.

The Purchase Agreement is subject to customary regulatory
approvals, including Fronton's receipt of a Florida gaming
license, and other customary regulatory and closing conditions.

Either party may terminate the Purchase Agreement if all closing
conditions have not been fulfilled by 11:59 P.M., E.T. on April
30, 2014 (or such later date as the parties may agree upon in
writing).

The Company expects to consummate the transactions contemplated by
the Purchase Agreement during the second quarter of 2014.

A copy of the Asset Purchase Agreement, dated as of March 28,
2014, by and among Florida Gaming Corporation, Florida Gaming
Centers, Inc. and Fronton Holdings, LLC, is available at
http://is.gd/e18FKb

A copy of the Sale Order dated April 7, 2014, is available at
http://is.gd/zRIdgK

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FLORIDA GAMING: Centers Claim Allowed as General Unsecured Claim
----------------------------------------------------------------
Florida Gaming Centers, Inc., et al., ask the Bankruptcy Court to
approve a settlement and compromise of controversy among the
Debtors, the Official Joint Committee of Unsecured Creditors,
William B. Collett and William B. Collett, Jr., and Innovation
Capital, LLC.

On May 3, 2011, Centers, Holdings, their affiliates, and
Innovation entered into an agreement wherein Innovation was
retained as exclusive financial advisor for Centers and Holdings
in connection with (i) raising debt or equity capital for Centers
or Holdings, including refinancing or recapitalization, (ii)
restructuring or reorganization of Centers and Holdings, or (iii)
a sale, merger or acquisition of Centers and Holdings.

Centers and Holdings brought third-party claims against
Innovation, Matthew Sodl, Kevin Scheible, and Steven Rittvo in the
Circuit Court of the 11th Judicial Circuit in and for Miami-Dade
County, Florida in the case styled ABC Funding, LLC v. Florida
Gaming Centers, Inc., et al., which third-party claims were
dismissed Dec. 19, 2012.

Under the terms of the settlement agreement, the Centers Claim is
being allowed as a general unsecured claim in the amount of
$500,000 against the Centers Estate for purposes of distribution
pursuant to Section 5 of the Settlement Agreement dated as of
March 19, 2014, by and between the Debtors, the Committee and ABC
Funding, LLC, which has been approved by the Court's order dated
March 20, 2014.  Innovation (i) has agreed that it will not be
entitled to any claims against Holdings, Tara Club, or Freedom
Holding; (ii) has agreed to waive the Holdings Claim, Tara Club
Claim, and Freedom Claim; and (iii) understands that the Holdings
Claim, Tara Club Claim, and Freedom Claim are being stricken and
disallowed under the terms of the Settlement Agreement.

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FLORIDA GAMING: UST Wins More Time to Object to Severance
---------------------------------------------------------
Bankruptcy Judge Robert A. Mark extended until May 12, 2014, the
deadline for the U.S. Trustee for Region 21 to object to Florida
Gaming Centers, Inc., et al.'s proposed severance payments.

On March 20, 2014, the Court approved a global settlement between
the Debtors, the Official Joint Committee of Unsecured Creditors,
ABC Funding, William B. Collett and William B. Collett Jr., which
in part, provides for a severance payment for William B. Collett
Jr. and Daniel Licciardi.  The lone factor in determining
entitlement to the payment is whether the respective recipient has
been employed by the purchaser.

The Bankruptcy Court on April 7 entered an order approving an APA
by and among Florida Gaming Corp. and its wholly-owned subsidiary,
Florida Gaming Centers, Inc., with Fronton Holdings, LLC.  Fronton
agreed to acquire substantially all of Centers' assets in exchange
for a cash purchase price of $140,000,000; the assumption of
approximately $13.77 million in debt obligations owed by Centers
to Miami-Dade County, Florida; and the assumption of approximately
$2.1 million in Centers' accounts payable.

Fronton is an affiliate of ABC Funding, LLC, the administrative
agent under a Credit Agreement dated April 25, 2011, by and among
ABC, Centers, the Company, and the Lenders who are party thereto.

The last day for the U.S. Trustee to object to the proposed
payments was scheduled to expire on April 17.

Pursuant to an agreed order, the parties to the settlement order
have all consented and agreed to extend the time for the U.S.
Trustee to object to the proposed payments.

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FREEDOM INDUSTRIES: Seeks to Cut Ties With Former Owners
--------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Freedom Industries Inc. is looking to shed big-ticket contracts
with its former owners as it struggles with the aftermath of a
January chemical spill that contaminated the water supply of some
300,000 people in West Virginia.

According to the report, court papers filed in Freedom's
bankruptcy case, initiated after the spill, say former owners
Dennis Farrell and William Tis have ceased working for the
company, and their contracts are an unnecessary burden.

Additionally, Freedom wants to get out from under a contract with
Useful Solutions Inc., a company identified in earlier court
papers with Charles Herzing, a former owner of the defunct
chemical-supply company behind the spill, the report related.

The trio sold their stakes in Freedom in December to Clifford
Forrest, a Pennsylvania mine operator, the report further related.
Mr. Forrest paid $15 million of the $20 million agreed price for
the West Virginia company, which had a $30 million-a-year business
supplying chemicals to industry, the report said.

                    About Freedom Industries

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

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

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

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

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

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

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


GENCO SHIPPING: OZ Mgt. Stake at 9.1% as of April 23
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, OZ Management LP and its affiliates disclosed
that as of April 23, 2014, they beneficially owned 4,055,301
shares of common stock of Genco Shipping & Trading Limited
representing 9.12 percent of the shares outstanding.  The Shares
were acquired with funds of approximately $7,457,049.  A copy of
the regulatory filing is available at http://is.gd/YudLj5

                   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 and 57 of its affiliates 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: Hires Lawyer Specializing in Disaster Payouts
-------------------------------------------------------------
Bill Vlasic and Matthew L. Waldapril, writing for The New York
Times, reported that as families of crash victims lined the back
of the House hearing room, displaying photos of their lost loved
ones, Mary T. Barra, the General Motors chief executive, told
lawmakers that the company was considering paying damages to
victims of accidents in the millions of cars recalled for
defective ignition switches.

According to the report, to help decide, General Motors hired
Kenneth Feinberg, a celebrated lawyer who handled payouts in the
Sept. 11, 2001, victims fund and the Gulf of Mexico oil spill, she
told a House committee investigating the company's failure to fix
a faulty part that it knew about for more than a decade.

It was the first time G.M. had acknowledged that it may pay
damages in accident cases that occurred before the company filed
for bankruptcy in 2009, even though -- to the increasing outrage
of victims' families -- the company is legally protected by
agreements made in bankruptcy court, the report related.

"G.M. has civic and legal responsibilities, and we are thinking
through exactly what those responsibilities are," Ms. Barra said,
though she stopped short of committing to such a fund, and, in one
tense exchange, refused to say that the automaker was responsible
for the crashes, the report further related.

The compensation issue was one of many dramatic moments in the two
hours of testimony by Ms. Barra, who took over as G.M.'s chief in
January -- just as an engineering panel was about to recommend a
recall of defective Chevrolet Cobalts and other compact cars, the
report added.

                    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.


GENTIVA HEALTH: S&P Hikes Rating on $925MM Credit Agreement to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level rating on Gentiva Health Services' $925 million senior
secured credit agreement to 'B+' from 'B'.  The facility consists
of a $670 million term loan B, a $155 million term loan C, and a
$100 million revolver.  S&P based the upgrade on increased
recovery prospects in the event of payment default.

S&P also revised the recovery rating to '2' indicating substantial
(70%-90%) recovery in the event of default.  S&P based the
reassessment of recovery on higher expectation of EBITDA and lower
anticipated secured debt at default.  All other ratings, including
the 'B' corporate credit rating, are unchanged.  Due to an
inadvertent error, this issue-only media-only release should have
been published before the summary analysis published April 14,
2014, on RatingsDirect.

The anchor score of 'b-' reflects the company's "vulnerable"
business risk and "highly leveraged" financial risk profiles.  The
comparable rating analysis modifier uplifts the anchor by one
notch, as S&P views Gentiva's rating as more favorably than other
similarly 'B-' rated issues.

RATINGS LIST

Gentiva Health Services Inc.
Corporate Credit Rating             B/Stable/--

Rating Raised; Recovery Rating Revised
                                     To              From
Gentiva Health Services Inc.
$925M senior secured
   credit facility                   B+              B
    Recovery rating                  2               3


GOOD ENTERPRISES: Hilco Streambank to Sell Intellectual Property
----------------------------------------------------------------
Hilco Streambank has been retained to sell the Copyrights,
Trademarks, Domain Names and intellectual property of the Good
Books Publishing House.  The assets include the bestselling Fix-it
and Forget-It(R) and Fix-it and Enjoy-It(R) cookbook franchises as
well as titles by Amish romance novelist Linda Byler.  The assets
will be sold in a Chapter 7 bankruptcy sale.

Good Enterprises Ltd., operated a leading independent publisher of
numerous titles including the New York Times bestselling Fix-It
and Forget-It(R) and Fix-It and Enjoy-It(R) slow cooker and stove
top cookbook series, Linda Byler Amish romance titles, and
numerous Mayo Clinic health and wellness titles.  The assets
include copyrights related to the publisher's current catalog as
well as unreleased titles associated with the publisher's
Spring/Summer 2014 catalog.  Also available for purchase are
domain name assets including GoodBooks.com and Fix-ItandForget-
It.com with a substantial related social media presence.  Hilco
Streambank is making all intellectual property assets available
for further diligence under NDA.

"The Good Books assets present an opportunity for buyers to
leverage highly recognized brands with an engaged community of
loyal readers and contributors" said David Peress, EVP of Hilco
Streambank.  "In addition to publishers and media distribution
companies, these assets have application to many other industries
including, frozen and packaged foods distribution, and kitchen and
home appliances manufacturing and distribution" said Mr. Peress.

                      About Hilco Streambank

Hilco Streambank is a market leading advisory firm specializing in
intellectual property disposition and valuation.  Over the last
three years Hilco Streambank has become a leader in the IP
valuation and disposition market, having recently completed
numerous transactions including sales in publicly reported Chapter
11 bankruptcy cases as well as private transactions.  Hilco
Streambank has established itself in the digital media, internet
and telecom communities as a responsible and effective
intermediary in the space.  Hilco Streambank is a Hilco Global
Company.  Hilco Global -- http://www.hilcoglobal.com-- is the
world's preeminent authority on helping businesses to maximize the
value of their assets.

Parties interested in finding out more about this sale should
contact Hilco Streambank directly using the contact information
provided below:

David Peress
Executive Vice President
Hilco Streambank
(781) 444-4940
dperess@hilcoglobal.com

Matthew Helming
Director
Hilco Streambank
(781) 444-4940
mhelming@hilcoglobal.com


GRANDE COMMUNICATIONS: S&P Assigns 'B+' Rating to $55MM Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '4' recovery rating to cable TV over-builder Grande
Communications Networks LLC's proposed $55 million incremental
term loan B.  The 'B+' issue-level rating and '4' recovery rating
on the company's existing $260 million term loan B and $35 million
revolving credit facility remain unchanged, as does the 'B+'
corporate credit rating and stable outlook on the company.

Grande will use proceeds from the new term loan to fund an
approximate $48 million distribution to common shareholders, as
well as add about $5 million of cash to its balance sheet.  Pro
forma for the distribution, S&P expects leverage of about 4.4x by
the end of 2014, based on its base-case assumptions, and S&P
believes that leverage will remain above 4x, given Grande's
private equity ownership and its expectation that the company is
likely to engage in further debt-funded distributions in the
future.  These leverage levels support an "aggressive" financial
risk profile.  The company's business risk profile remains at the
lower end of a "fair" assessment, in our view, given its below
industry average video and broadband penetrations and lower
margins than those of its cable peer group, at about 32%.

RATINGS LIST

Grande Communications Networks LLC
Corporate Credit Rating               B+/Stable/--
  Senior Secured                       B+
   Recovery Rating                     4

New Rating

Grande Communications Networks LLC
Senior Secured
  $55M term loan B                     B+
   Recovery Rating                     4


GREEN FIELD ENERGY: Obtains Order Confirming Liquidating Plan
-------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross on April 23 confirmed the
proposed liquidating plan of Green Field Energy Services, Inc. and
its affiliated debtors.

Judge Gross of U.S. Bankruptcy Court for the District of Delaware
signed off the liquidating plan, under which general unsecured
claims would get a 13% return while noteholders are expected to
see a 25% recovery.

As reported by the Troubled Company Reporter on March 17, the plan
is premised upon a settlement reached by the Debtors, SWEPI LP,
Michel Moreno and Turbine Powered Technology LLC, which centers
around the contribution of the MOR/TGS interests by the Moreno
entities to NewCo in exchange for certain interests in NewCo and
the releases by the Debtors and certain holders of claims.

The liquidating plan is also premised upon a waiver of deficiency
claim of the senior secured notes indenture trustee and senior
secured noteholders.

The plan provides for (a) the contribution (i) of the Moreno
entities to the NewCo of their 90.40767% interests in MOR DOH
Holdings, L.L.C., and (ii) the Debtors' equity interests in
Turbine Powered Technology, LLC by the Debtors to NewCo, in
exchange for (b)(i) the distribution of interests in NewCo to the
noteholders and the Moreno entities and (ii) the releases by
Debtors and the releases by holders of claims.

The liquidating plan also provides for the liquidation of the
assets of the estates, including the investigation and prosecution
of (a) estate causes of action by a liquidation trust to be formed
pursuant to the plan and a liquidation trust agreement and (b)
avoidance actions by a litigation trust to be formed pursuant to
the plan.

A full-text copy of the confirmation order can be accessed for
free at http://is.gd/hUh8LQ

                      About Green Field Energy

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

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

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

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

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

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

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

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


GREEN FIELD ENERGY: Judge Grants MULE Services Adequate Protection
------------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross granted MULE Services LLC
"adequate protection" for its security interest in certain
equipment owned by Green Field Energy Services Inc.

Green Field contracted the Louisiana-based company last year to
either manufacture or repair equipment.  In January, Mule Services
filed a secured claim in the amount of $173,035 against Green
Field for unpaid services after the latter demanded for the
turnover of the equipment.

Mule had said it is entitled to adequate protection for the
turnover of its security interest since it has a "possessory lien"
under Louisiana law.

                      About Green Field Energy

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

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

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

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

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

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

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

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


GULFCO HOLDING: Case Dismissal Order Stayed
-------------------------------------------
The U.S. Bankruptcy Court stayed an order dismissing the Chapter
11 case of Gulfco Holding Co., upon agreement of counsel to the
Debtor and Prospect Capital Corporation.

The parties agreed to stay the order pending the Court's
disposition on the Debtor's motion for a stay pending appeal.

A hearing on the motion will be held on April 30, 2014, at 9:30
a.m.

On April 15, the Court dismissed the Debtor's case at the behest
of Prospect Capital.  Law360 reported that Judge Brendan L.
Shannon threw out oil drilling equipment holding company Gulfco
Holding Corp.'s Chapter 11 case, siding with part of Prospect
Capital's argument that the filing really was just a two-party
dispute brought to the wrong forum.   Judge Shannon said Prospect
had met its burden in its effort to have Gulfco's Chapter 11
tossed and that the debtor did not convince him that it had a
realistic prospect of reorganizing.

                          DIP Financing

On Feb. 18, the Debtor filed a DIP Motion seeking authorization to
incur a $1 million debtor-in-possession loan to fund litigation
against Prospect.  The proposed lender is Altus Capital Partners
II, L.P. and Altus-Gulfco Co-Investments LLC, both substantial
shareholders in the Debtors.

Prospect objected and reserved its right to the DIP financing
motion.  Prospect believes that the relief is unnecessary as it
has filed a motion to dismiss the case for bad faith filing.

As of the Petition Date, the Debtor's prepetition indebtedness was
comprised of: (i) $40,950,000 in senior secured indebtedness owed
to Prospect under the Credit Agreement and Guaranty and Security
Agreement; and (ii) $5,400,000 in secured indebtedness owed to PNC
Bank, National Association, which for the most part, is
subordinated to Prospect's indebtedness pursuant to the terms and
conditions of a certain intercreditor agreement.  The Debtor's
pre-petition indebtedness is secured by a lien on substantially
all of the Debtor's assets.

The terms of the DIP financing includes, among other things:

   Borrower:                 The Debtor

   Lender:                   Altus Capital Partners, Inc.

   DIP Loan:                 A senior secured term loan in an
                             amount not to exceed $1,000,000 to
                             fund the costs of the administration
                             of the chapter 11 case, as projected
                             in the Debtor's initial operating
                             report.

   Interest:                 The DIP Loan will not bear interest.
                             Upon an event of default, default
                             interest will accrue at the rate of
                             3% per annum.

   Maturity Date:            The entire outstanding principal
                             balance will be due and payable upon
                             the earlier of the following to
                             occur: (i) Dec. 31, 2014; (ii)
                             confirmation of the Debtor's plan of
                             reorganization; (iii) appointment of
                             a Chapter 11 trustee; (iv) conversion
                             of the Debtor's bankruptcy case to a
                             case under Chapter 7 of the
                             Bankruptcy Code; or (v) dismissal of
                             Debtor's case.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the DIP Lender a lien
and security interest in the following property of the Debtor: (a)
all Commercial Tort Claims of the Debtor against (i) Prospect
Capital Corporation, its directors, officers, employees, and
affiliates; and (ii) Industrial Opportunity Partners, L.P., IOP
Affiliates Fund, L.P., LeBlanc Family Limited Partnership, and
Allan J. Dominique; (b) all Commercial Tort Claims of Debtor
arising out of or relating to the transactions on Oct. 12, 2012,
through which the Debtor became the sole shareholder of Gulf Coast
Machine and Supply Company; (c) all commercial tort claims of
Debtor arising out of and relating to the financing of the
transactions on Oct. 12, 2012, through which the borrower became
the sole shareholder of Gulf Coast Machine and Supply Company, (d)
all of Debtor's claims and causes of action.

                       About Gulfco Holding

Headquartered in Wilton, Connecticut, Gulfco Holding Corp. filed a
bare-bones Chapter 11 petition (Bankr. D. Del. Case No. 13-13113)
on Nov. 27, 2013.

The Hon. Brendan Linehan Shannon presides over the case.  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
represents the Debtor in its restructuring effort.  The Debtor
disclosed $23,000,576 in assets and $46,375,863 in liabilities as
of the Chapter 11 filing.

According to the list of top unsecured creditors, PNC Bank,
National Association is owed $5.4 million and Prospect Capital
Corp. has a disputed claim of $40.95 million on account of its
shares of stock in Gulf Coast Machine & Supply Company.

Altus Capital Partners II, L.P. and its affiliates, Franklin Park
Co-Investment Fund, L.P., David LeBlanc, and Steven Tidwell own
shares in the company.

Elizabeth A. Burgess, as president and CEO, signed the Chapter 11
petition.

No creditors' committee has been appointed in the case.


HIGHVISTA GOLD: Norvista to Forbear Rights Under Promissory Note
----------------------------------------------------------------
Highvista Gold Inc. on April 28 disclosed that it has called a
special meeting of shareholders of the Company to consider, and if
advisable, to pass a resolution authorizing the board of directors
of the Company to implement a share consolidation on the basis of
one (1) new share for each ten (10) common shares currently issued
or authorized.

The shareholder meeting is scheduled to be held on Wednesday,
June 11, 2014 in Toronto.  On or about May 15, 2014, the Company
intends on mailing a management information circular discussing
the business for the meeting to the shareholders of the Company as
of May 5, 2014, the record date for the meeting.  The Company will
also post the circular on SEDAR promptly after mailing.

The proposed consolidation is subject to regulatory approval,
including approval of the TSX Venture Exchange, and the board of
directors will retain discretion on whether or not to pursue the
transaction if shareholder approval is obtained.

In addition, the Company also provided an update on the status of
its secured promissory note with Norvista that is currently in
default.  Norvista has agreed to forebear any of its rights under
the note until June 30, 2014.

                         About Highvista

Highvista -- http://www.highvistagold.com-- owns 100% of a
Mexican subsidiary that controls the 24,055 hectare Canasta Dorada
Gold Project.  This project is located in the Sonoran Gold Belt
immediately adjacent to AuRico Gold's El Chanate Mine.


HOSTESS BRANDS: Denies Bid to Estimate Claim of Kansas Agency
-------------------------------------------------------------
U.S. Bankruptcy Judge Robert Drain denied the request of Old HB
Inc. to estimate the claim asserted by the Kansas Commissioner of
Insurance on behalf of the workers' compensation fund.

In his order, Judge Drain said that the administration of Old HB's
bankruptcy case "would not be unduly delayed if the court were not
to estimate the Kansas claim in a contested matter."

The agency previously objected to the estimation of its claim,
saying the company was "seeking to estimate a non-existent,
unfiled claim" of the workers' compensation fund.

In a separate order, Judge Drain conditionally denied the
company's request to estimate the claim allegedly asserted by the
Rhode Island Department of Labor and Training.

The bankruptcy judge conditions its ruling on the following:

   (a) RIDLT and the State of Rhode Island's other departments and
       agencies and the director of RIDLT must act consistent with
       the representations made by counsel to RIDLT at the
       hearings on Jan. 13 and March 5, and as set forth in the
       papers filed by the department in bankruptcy court;

   (b) The Rhode Island entities and Old HB will be permitted to
       take discovery of one another;

   (c) The director must schedule a hearing;

   (d) The director's determination should be made in an impartial
       manner, based upon the evidence submitted and without bias,
       and the director should provide Old HB with the factual and
       legal basis for that determination in writing;

   (e) Old HB should be permitted to present evidence at such
       hearing before the director and may call witnesses to
       testify at such hearing, and should be afforded any other
       procedural protections normally afforded to participants in
       such proceedings under Rhode Island law;

   (f) In the event that the bankruptcy cases Old HB and its
       affiliated debtors are dismissed and their interest in the
       proceeds from the letter of credit issued by Citibank, N.A.
       is transferred to a third party, such third party will have
       the ability to seek the recovery of the excess proceeds
       through the administrative processes of the State of Rhode
       Island, and should not be denied standing to do so.

   (g) In the event that it is determined that excess proceeds do
       not presently exist, Old HB will be permitted to seek the
       return of the excess proceeds.

                        About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


JETBLUE AIRWAYS: Pilot's Unionization No Impact on Moody's B2 CFR
-----------------------------------------------------------------
Moody's Investors Service regards the decision by pilots of
JetBlue Airwats to unionize as credit negative; however, its B2
Corporate Family rating is unaffected. The results of the vote
were published on April 22, 2014 and the Air Line Pilots
Association ("ALPA") now represents the company's pilots.

JetBlue Airways Corp., based in Long Island City, New York,
operates a low-cost, point-to-point airline from New York's John
F. Kennedy airport with other focus cities in Boston, Fort
Lauderdale, Los Angeles (Long Beach), San Juan and Orlando.
JetBlue serves 85 cities with an average of 825 daily flights.


KAHN FAMILY: Plan Outline Hearing Continued to May 23
-----------------------------------------------------
U.S. Bankruptcy Judge Helen Burris will continue on May 23 the
hearing on Kahn Family LLC's disclosure statement, which explains
the company's proposed plan to exit bankruptcy protection.

As reported by TCR on March 7, the plan dated Dec. 20, 2013
provides for the designation and treatment of nine classes of
claims and interests in Kahn Family:

  * Class 1 claim is the secured claim of Wells Fargo Bank, N.A.,
    with treatment to be determined before plan confirmation.
    Class 2 claims are priority unsecured claims pursuant to Sec.
    507 of the Bankruptcy Code, they will be paid in full in cash
    to the extent allowed.

  * Classes 3 to 7 are general unsecured claims against Kahn
    Family:

    -- Class 3 claim of Gibraltar BB4, LLC will be addressed by
       the transfer of Hunt Club Forest property.

    -- Class 4 general unsecured trade and vendor claims will be
       paid 20% of allowed claims in cash.

    -- For Class 5 ABK Children's Trust claim, Class 6 The DKR
       Children's Trust claim, and Class 7 CMSC LLC claim, debt
       will be converted to equity in the reorganized company.

  * No treatment has been specified for Class 8 M.B. Kahn
    Construction Company claim in the plan documents.

  * Class 9 equity interests in Kahn Family will be extinguished.

                         About Kahn Family

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.  David G.
Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the
Debtor's special counsel.  Bill Quattlebaum, CPA of Elliott Davis,
LLC, serves as its accountant.

The Debtor's Plan of Reorganization dated Dec. 20, 2013, provides
that payments and distributions under the Plan will be funded by
(1) the sale of certain of the Debtor's real property at fair
market value; (2) the transfer of certain real property of the
Debtor to Gibraltar BB4, LLC; (3) conversion of certain unsecured
claims against the Debtor to equity in the Reorganized Debtor; (4)
cash on hand on the Effective Date; and (5) cash flow from
continuing operations.


KIDSPEACE CORP: Funding for Workers' Compensation Account Okayed
----------------------------------------------------------------
KidsPeace Corporation, et al., ask the Bankruptcy Court to approve
a stipulation with prepetition lender Healthcare Finance Group,
LLC relating to workers compensation charges in the ordinary
course of business.

The Debtors are self-insured for workers' compensation in the
Commonwealth of Pennsylvania.  The Debtors are liable for workers
compensation charges as they arise.  The Debtors provide the
Commonwealth of Pennsylvania with collateral for its workers'
compensation account, in order to remain self-insured.

The Commonwealth of Pennsylvania corresponded with the Debtors
asserting that the amount of the collateral provided was
inadequate; it requested additional collateral for the Debtors'
workers' compensation accounts.  Similar requests were received
from Pennsylvania, Maine, and Georgia with respect to unemployment
accounts.

In this relation, the Debtors sought and obtained consent from
HFG, the Pensions Benefit Guaranty Corporation, UMB Bank, N.A.,
the bond trustee and the Official Committee of Unsecured Creditors
allowing the Debtors to provide the additional requested
collateral.

Subsequent to the stipulation and order, the Debtors were advised
that with respect to Pennsylvania workers compensation, the amount
of the existing collateral would need to be increased by $200,000.

The Debtors have been advised by Pennsylvania that should they
fail to provide the additional collateral, the Debtors will be
precluded from opting to be self-insured and will be put on a
contributory method.  The effect of the same would cause
substantial administrative issues for the Debtors.

HFG committed to allow the Debtors to use the line of credit for
the purposes of providing the requested collateral.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


KIDSPEACE CORP: Amends Plan to Include Immaterial Modifications
---------------------------------------------------------------
The Bankruptcy Court authorized KidsPeace Corporation, et al., to
modify their First Modified Plan of Reorganization.

The Court said the modifications are not sufficiently material and
adverse so as to require further notice and re-solicitation of the
Plan.  The modifications do not adversely change the treatment of
the claim of any creditor or interest of any equity security
holder who has not accepted the modification in writing.

A copy of modification is available for free at:

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

On April 2, Lehigh County and the LCPGA, as the original issuer of
the bonds, advised the Debtors that they should have been included
in certain of the release and exculpation provisions set forth in
the First Modified Plan.  Further, they have advised that this may
be a condition to them proceeding with obtaining the appropriate
resolution on April 17 to issue the new bonds.

The Court on April 3 entered an order confirming the First
Modified Joint Plan.  A copy of the First Modified Disclosure
Statement dated Feb. 4, 2014, is available for free at:

    http://bankrupt.com/misc/KidsPeace_1st_Mod_DS.pdf

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


LOS GATOS HOTEL: Disclosure Statement Hearing to Continue July 3
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will continue on July 3 the hearing to consider the disclosure
statement, which explains Los Gatos Hotel Corp.'s Chapter 11 plan
of reorganization.

The court will also consider at the July 3 hearing the company's
objection to claims filed by GCCFC 2006-GG7 Los Gatos Lodging
Limited Partnership, and Joie de Vivre Hospitality, Inc.

Under the proposed plan, all litigation claims will be retained,
preserved and vested with Los Gatos Hotel and sold to IHA Hotel
Management Company, LLC as of the effective date of the plan.  The
purchase price will be $22.5 million in cash.

The sale proceeds will be used by the company to pay holders of
allowed claims; create a reserve to pay professional fees and
Class 5 claims; and fund an escrow in an amount equal to 150% of
the remaining costs of remediation but not less than $300,000, to
be used for the remediation of any environmental contamination on
the company's property.

The sale is contingent upon IHA obtaining a commitment from a
lender to provide financing for the sale in the amount of $13
million within 45 days after the date of entry of an order
confirming the plan.

Separately, Los Gatos Hotel filed an application to extend the
deadline for filing avoidance actions to April 30, 2015.

The company said the proposed extension would allow the plan
confirmation process to conclude before it incurs significant
administrative expenses to investigate and potentially commence
avoidance actions.

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on September
10, 2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


LOUDOUN HEIGHTS: Hearing on Dismissal Bid Continued Until June 5
----------------------------------------------------------------
The Bankruptcy Court continued until June 5, 2014, at 9:30 a.m.,
the hearing to consider Little Piney Run Estates LLC's motion to
dismiss the Chapter 11 case of Loudoun Heights, LLC.

Exhibits and witness lists must be filed and exchanged no later
than May 29.  Objections to Exhibits, if any, must be filed no
later than 5:00 p.m. on June 3, 2014.  Any Exhibits not objected
to will be deemed admitted into evidence.

As reported in the Troubled Company Reporter on April 22, 2014,
Little Piney, by Dean F. Morehouse, managing member, asked the
bankruptcy court to dismiss the Debtor's case.

According to LPR, Joseph L. Bane, Jr., claiming to act as the
"sole manager" of Loudoun Heights, filed the LH bankruptcy
petition.  The petition must be dismissed because Mr. Bane had no
authority to file the petition, LPR tells the Court.  LPR explains
that at the time of the petition, Mr. Bane was not the manager
because he was dissociated and removed by virtue of his
bankruptcy.

LPR owns a 93% membership interest in LH.  LPR is owned 51% by
Bane who is dissociated; 24.5% by Dean F. Morehouse, who was and
is a manager of LPR; and 24.5% by Jerome O. Guyant.

                       Bane Family Members

According to LPR, the petition appears to be only a means to
enrich Bane's family members:

    * LH has proposed to sell "stream credits" through Loudoun
Mitigation Bank (LMB), and that LMB would receive 50% of the
proceeds.  Tamara Bane, Bane's wife, owns 52.7% of Loudoun
Mitigation Bank LLC (LMB); Stacey Calhoun, the wife of Bane's
cousin Frederick C. Calhoun, owns 8.3%.

    * LH has applied to hire to hire FBJ Farm & Timber LLC (FBJ)
as a "land manager and consultant." FBJ is owned by Bane himself
(10%), his brother James Bane (45%) and his cousin Frederick C.
Calhoun, Jr. (45%).  Mr. Bane proposes to pay FBJ 10% of the gross
sale amount of stream credits derived from LPR's land and any
other preservation or conservation tax proceeds and also pay FBJ's
"direct expenses" for machinery rental, fuel, materials and
supplies, all without any hint of how much those expenses might
be.

Little Piney Run Estates, LLC, is represented by Neil D. Goldman,
Esq., at Goldman & Van Beek, P.C.

                         Debtor's Response

Objecting to the motion, the Debtor argued that LPR lacks standing
to bring this action.  The Debtor notes that LPR failed to file
its annual reports and pay its annual registration fees to the
Virginia State Corporation Commission and LPR was automatically
cancelled on December 31, 2010 pursuant to Virginia Code Sec.
13.1-1050.2(A).

Since LPR's corporate existence was cancelled on December 31,
2010, Dean Morehouse, as managing member, became the trustee in
liquidation for the company. Accordingly, only Mr. Morehouse, as
trustee in liquidation for LPR has standing to sue, pursuant to
Virginia Code Sec. 13.1-1050.2(C).

                       About Loudoun Heights

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.


LOUDOUN HEIGHTS: M&T Bank Balks at Sale of Stream Credits
---------------------------------------------------------
Creditor M&T Bank objected to Loudoun Heights, LLC's amended
motion for approval of a contract with Loudoun Mitigation Bank,
LLC regarding the sale of so-called stream credits, free and clear
of M&T Bank's lien.

The Debtor's property -- five independent parcels of realty -- has
been enrolled in a compensatory mitigation program pursuant to,
inter alia, the Clean Water Act, whereby it is eligible to receive
stream mitigation credits for environmental preservation,
enhancement and remediation performed on the property.

The Debtor also seeks approval to allow Loudoun Mitigation Bank to
act as selling agent.

M&T Bank said the amended motion must be denied because:

   1. it does not contain sufficient information to allow
      creditors to evaluate the economics and viability of
      the sale transaction proposed, nor does the amended
      motion specify what actions are necessary to obtain
      approval of the issuance of stream credits which would
      enable the sale;

   2. the Credits cannot be sold as proposed in the amended
      motion because M&T Bank holds a first priority lien
      against the credits and has not consented to the sale or
      to subrogate its lien; and

   3. M&T Bank has not be offered adequate protection for its
      lien against the credits; and

   4. as it proposes payment of a large sum of money to Loudoun
      Mitigation, which is not only an insider, but is not the
      best-qualified entity to sell the credits.

Additionally, M&T Bank said the Court should not permit the
credits to be sold in the manner proposed in the amended motion.

                       About Loudoun Heights

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.


MARINER COVE MARINA: Foreclosure Auction Set for May 12
-------------------------------------------------------
Fidelity National Title Company, as the duly appointed Trustee,
will sell at public auction to the highest bidder, the real
property at 1200 Taylor Road, Bethel Island, CA, owned by Mariner
Cove Marina, LLC, on May 12, 2014, at 1:00 p.m.  The auction will
be held behind the Civic Center designation sign at the corner of
Willow Pass Road and Parkside Drive, 1900 Parkside Drive, Concord,
CA 94519.

Proceeds from the sale will be used to pay obligations to Bank Of
Stockton.  The total amount of the unpaid balance of the
obligations secured by the property to be sold and reasonable
estimated costs, expenses and advances at the time of the initial
publication of the Notice of Trustee's Sale is estimated to be
$1,661,320.49 (Estimated), provided, however, prepayment premiums,
accrued interest and advances will increase this figure prior to
sale.

The property is being sold "as is".  The Bankr

The Bank may bid at the sale, and its bid may include all or part
of the amount owed.

The property offered for sale excludes all funds held on account
by the property receiver, if applicable.

Fidelity may be reached at:

     Sara Berens
     FIDELITY NATIONAL TITLE COMPANY
     Trustee
     11000 Olson Drive Ste 101
     Rancho Cordova, CA 95670
     Tel: 916-636-0114


MANISTIQUE PAPERS: Committee Settles Dispute With Kramers, et al
----------------------------------------------------------------
Manistique Papers Inc.'s official committee of unsecured creditors
received court approval for a deal under which the company would
receive payment of more than $1.2 million.

Under the settlement, Philadelphia Indemnity Insurance Co. will
pay $1.215 million to Manistique on behalf of Donald and Dennis
Kramer and several other defendants in a lawsuit filed by the
committee.  The Kramers are also required to make an additional
payment of $10,000 to the company.

In addition, the settlement requires the other defendants Remark
Paper Company Inc., DDFKD Investments L.P., and a group led by
Merit Capital Partners to file documents sufficient to waive all
general unsecured claims against Manistique in its bankruptcy
case.

In return, the unsecured creditors' committee has agreed to the
dismissal of the lawsuit it filed in U.S. Bankruptcy Court in
Delaware on behalf of Manistique's bankruptcy estate.

A full-text copy of the settlement agreement is available without
charge at http://is.gd/9dQziu

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.

Manistique Papers filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.  Godfrey &
Kahn, S.C. represents the Debtor in its restructuring effort.
Morris, Nichols, Arsht & Tunnell LLP serves as its Delaware
bankruptcy co-counsel.  Vector Consulting, L.L.C., serves as its
financial advisor.  Baker Tilly Virchow Krause, LLC, serves as its
accountant.

The Official Committee of Unsecured Creditors appointed in the
case is represented by Lowenstein Sandler PC as lead counsel and
Ashby & Geddes, P.A., as Delaware counsel.  J.H. Cohn LLC serves
as the panel's financial advisor.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MERCANTILE BANCORP: Disclosure Statement Hearing Set for May 1
--------------------------------------------------------------
Judge Kevin Carey of U.S. Bankruptcy Court for the District of
Delaware will hold a hearing on May 1 to consider approval of
Mercantile Bancorp Inc.'s disclosure statement.

The disclosure statement describes the liquidating plan proposed
by Mercantile to exit bankruptcy protection, which impairs general
unsecured creditors and holders of equity interests in the
company.

As previously reported by The Troubled Company Reporter, on Sept.
25, 2013, the court approved the sale of the company's shares in
Mercantile Bank and the related trademark for the bank's "M" Logo
to United Community Bancorp Inc. for $22.277 million, less all
amounts due and owing by the bank to the Federal Deposit Insurance
Corp. and all broker's fees.

Claims filed by the indenture trustee in the so-called "TruPS
Indentures" will be allowed in the aggregate amount of
$75,954,491, consisting of $61,858,000 representing the
principal amount issued pursuant to the TruPS documents, and
$14,096,491 representing accrued but unpaid interest as of the
petition date at the applicable rates specified in the TruPS
documents.

The class of general unsecured claims include the TruPS claims.
General unsecured creditors are poised to recover 3.8% -
2.5% of their claim amount while holders of equity interests will
recover 0% of their interests.

                      About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include
$61.9 million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.

The Troubled Company Reporter reported on Oct. 7, 2013, that the
U.S. Bankruptcy Court for the District of Delaware authorized
Mercantile Bancorp, Inc.'s sale of its shares in Mercantile Bank
and the related trademark for Mercantile Bank's "M" Logo.
Mercantile Bancorp entered into a stalking horse purchase
agreement with United Community Bancorp Inc., under which the
Purchaser will pay $22,277,000, less all amounts due and owing by
the Bank to the Federal Deposit Insurance Corporation and all
broker's fees.


MMODAL INC: Files Ch. 11 Plan, Disclosure Statement
---------------------------------------------------
Legend Parent, Inc., et al., filed with the U.S. Bankruptcy Court
for the Southern District of New York a Joint Plan of
Reorganization and accompanying disclosure statement.

First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

The Debtors estimate approximately $267.5 million to $271.2
million of Allowed General Unsecured Claims.  Holders of Allowed
General Unsecured Claims will receive their pro rata share of (i)
7% of the Reorganized Holdings Equity Interests; (ii) the New A
Warrants and New B Warrants; and (iii) $617,039 in Cash.

The Plan provides that, upon the Debtors? emergence from Chapter
11, holders of Allowed First Lien Claims will receive, among other
things, their Pro Rata share of the new $320 million principal New
Term Loan to be made pursuant to the New Term Loan Agreement, to
be entered into on the Effective Date by and among MModal Inc. or
any of the other Debtors, as borrower and certain of the post-
Effective Date direct and indirect subsidiaries of Holdings,
collectively as guarantors, the First Lien Agent, as
administrative and collateral agent, and the Exit Facility
Lenders, together with all amendments, supplements, ancillary
agreements, notes, pledges, collateral agreements and other
documents related thereto, which will be in form and substance
reasonably satisfactory to the Debtors, the First Lien Agent and
the Required Consenting Holders.  The New Term Loan is
subordinated only to the New Exit Facility and has a non-default
interest rate of LIBOR + 775 bps (with a 125bps LIBOR floor), call
protection at 101/101/100, 2.5% annual amortization and a 75%
excess Cash flow sweep (sweep counts toward the 2.5%
amortization).

A full-text copy of the Plan is available at
http://bankrupt.com/misc/MMODALplan0425.pdfand Disclosure
Statement at http://bankrupt.com/misc/MMODALds0425.pdf

The Court will convene a hearing on June 3, 2014, at 10:00 a.m.,
prevailing Eastern Time, to consider the adequacy of the
disclosure statement explaining Legend Parent, Inc., et al.'s
Joint Plan of Reorganization.  Objections are due May 28.  The
hearing to consider confirmation of the Plan is scheduled for
July 15, at 10:00 a.m.  Objections are due July 3.

Before the June 3 Disclosure Statement, the Court will convene a
hearing on April 30 to consider approval of a plan support
agreement entered among the Debtors, holders of more than 66% of
claims under the prepetition credit agreement, and holders of more
than 66% of claims under an indenture.  An integral part of the
PSA is the secured lenders' commitment to provide the Debtors with
a $30 million DIP Facility and the consensual use of cash
collateral.  The PSA also serves as the backbone of the Plan
currently on file with the Court.  The PSA provides that the Plan
will leave priority claims and secured claims, other the the First
Lien Credit Agreement claims, unimpaired.  The Plan will establish
a Convenience Class for general unsecured claims up to and
including $100,000, which claims will be paid in full and in cash.
Existing equity in MModal Holdings, Inc., will be cancelled and
not receive any distributions under the Plan.  The PSA proposes to
cut the Debtors' debt by more than $350 million, or 55%, according
to Bill Rochelle, the bankruptcy columnist for Bloomberg News.

The PSA requires the Debtors to obtain entry of an order approving
the Disclosure Statement on or before May 28, and an order
confirming the Plan on or before July 15.  The Debtors are also
required to cause the effective date of the Plan to occur on or
before Aug. 15.

Judge Robert E. Grossman will preside over the hearings scheduled
in the Debtors' Chapter 11 cases as the cases were reassigned to
him for administration according to a notice dated April 4.

The $250 million in 10.75 percent senior unsecured notes due 2020
last traded on Feb. 18 for 26 cents on the dollar, Mr. Rochelle
said, citing to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The bonds sold for 77
cents in early October.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.


MOMENTIVE PERFORMANCE: Moody's Withdraws 'Ca' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ca Corporate Family
Rating (CFR), the D-PD Probability of Default Rating (PDR), the C
rating on the springing lien (second lien) notes, the Caa1 rating
on the guaranteed secured first lien notes, the Caa2 rating on the
guaranteed secured 1.5 lien notes and the SGL-2 rating for
Momentive Performance Materials.

Ratings Rationale

The ratings were withdrawn after Momentive filed a voluntary
petition and a plan of reorganization under Chapter 11 of the
bankruptcy code in the U.S. Bankruptcy Court for the District of
New York and secured debtor-in-possession financing. Please refer
to the Moody's Investors Service's Policy for Withdrawal of Credit
Ratings, available on its website, www.moodys.com.

Moody's had last downgraded Momentive's corporate family rating to
Ca on April 3, 2013 following the company's announcement that it
has initiated a debt restructuring plan and expected to file for
relief under Chapter 11 of the United States Bankruptcy Code in
2014.

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


MOUNT ST. MARY'S: S&P Revises Outlook & Affirms 'BB+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook to
stable from negative on Mount St. Mary's University (MSMU), Md.'s
debt issued by Frederick County and Frederick County Educational
Facilities.  At the same time, S&P affirmed the 'BB+' long-term
debt rating.

"The return to a stable outlook reflects improvement in the
university's financial profile," said Standard & Poor's credit
analyst Carolyn McLean.  "Operating performance in fiscal 2013
resulted in a $4.5 million surplus, or a 5% margin, which although
due in part to receipt of significant unrestricted philanthropic
gifts, was a vast improvement over the persistent deficits in the
past."

"Also, financial resource ratios improved markedly following the
restatement of net asset categorization for endowed funds in
fiscal 2012 and 2013," said Ms. McLean.  S&P believes operating
performance will remain at least break-even on a GAAP basis over
the next several years and financial resource ratios will continue
to improve as the university invests gifts received into its
balance sheet.

Founded in 1808, Mount St. Mary's University is the second-oldest
Catholic, liberal arts institution in the U.S. and is located on a
1,400-acre campus near Emmitsburg.


NNN 3500: Court Lifts Stay to Allow CWCapital to Pursue Action
--------------------------------------------------------------
U.S. Bankruptcy Judge Harlin DeWayne Hale lifted the automatic
stay to allow CWCapital Asset Management LLC to take actions with
respect to a real property in Dallas, Texas.

The property is an 18-story office building located at 3500 Maple
Avenue, in Dallas, Texas.  It is owned by 33 tenants, including
NNN 3500 Maple 26, LLC and its affiliates.

                  About NNN 3500 Maple Entities

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the California Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale in Dallas presides over the case.

On Aug. 29, 2013, 26 other affiliates filed separate Chapter 11
petitions.  These entities are: NNN 3500 Maple 1, LLC, NNN 3500
Maple 2, LLC, NNN 3500 Maple 3, LLC, NNN 3500 Maple 4, LLC, NNN
3500 Maple 5, LLC, NNN 3500 Maple 6, LLC, NNN 3500 Maple 7, LLC,
NNN 3500 Maple 10, LLC, NNN 3500 Maple 12, LLC, NNN 3500 Maple 13,
LLC, NNN 3500 Maple 14, LLC, NNN 3500 Maple 15, LLC, NNN 3500
Maple 16, LLC, NNN 3500 Maple 17, LLC, NNN 3500 Maple 18, LLC, NNN
3500 Maple 20, LLC, NNN 3500 Maple 22, LLC, NNN 3500 Maple 23,
LLC, NNN 3500 Maple 24, LLC, NNN 3500 Maple 27, LLC, NNN 3500
Maple 28, LLC, NNN 3500 Maple 29, LLC, NNN 3500 Maple 30, LLC, NNN
3500 Maple 31, LLC, NNN 3500 Maple 32, LLC, and NNN 3500 Maple 34.

Each Debtor holds an ownership interest as a tenant in common in
an 18-story commercial office building commonly known as 3500
Maple Avenue, Dallas, Texas 75219.

These TICs have not filed for bankruptcy: NNN 3500 Maple 0, LLC,
NNN 3500 Maple 8, LLC, NNN 3500 Maple 9, LLC, NNN 3500 Maple 11,
LLC, NNN 3500 Maple 25, LLC, and NNN 3500 Maple 35, LLC.

An official creditors' committee has not been appointed in this
case.  Neither a trustee nor an examiner has been appointed.

The Debtors are represented by:

     Michelle V. Larson, Esq.
     ANDREWS KURTH LLP
     1717 Main Street, Suite 3700
     Dallas, TX 75201
     Telephone: (214) 659-4400
     Facsimile: (214) 659-4401

          - and -

     Jeremy B. Reckmeyer, Esq.
     ANDREWS KURTH LLP
     450 Lexington Avenue, 15th Floor
     New York, NY 10017
     Telephone: 212-850-2800
     Facsimile: 212-850-2929

Strategic Acquisition Partners LLC is represented by:

     Joseph J. Wielebinski, Esq.
     Davor Rukavina, Esq.
     Zachery Z. Annable, Esq.
     Thomas D. Berghman, Esq.
     MUNSCH HARDT KOPF & HARR, P.C.
     3800 Ross Tower
     500 N. Akard Street
     Dallas, TX 75201-6659
     Telephone: (214) 855-7500
     Facsimile: (214) 978-4375

Counsel to Maple Avenue Tower, LLC:

     William B. Finkelstein, Esq.
     Jeffrey R. Fine, Esq.
     DYKEMA GOSSETT PLLC
     1717 Main Street, Suite 4000
     Dallas, TX 75201
     Telephone: (214) 462-6400


NORTHERN BEEF: Closes on Sale of Assets to White Oak Global
-----------------------------------------------------------
Northern Beef Packers LP announced that it successfully closed on
the sale of its assets to White Oak Global Advisors, LLC on
March 31.

White Oak emerged as the winning bidder at an in-court auction
held in December last year.  The company offered to acquire
Northern Beef Packers for $44.3 million, which consisted of $4.8
million in cash and $39.5 million in debt forgiveness.

White Oak beat out a rival bidder American Foods Group LLC, which
submitted a qualified offer of $12.7 million in cash.  American
Foods' offer served as the backup bid.

Judge Charles Nail, Jr. of U.S. Bankruptcy Court for the District
of South Dakota approved the sale of the assets to White Oak on
Dec. 6, 2013.

Northern Beef is represented by:

     Steven H. Silton, Esq.
     Thomas G. Wallrich, Esq.
     Joel D. Nesset, Esq.
     Cozen O' Connor
     33 South Sixth Street, Suite 4150
     Minneapolis, MN 55402
     Phone: (612) 260-9000
     Email: ssilton@cozen.com
            twallrich@cozen.com
            jnesset@cozen.com

          - and -

     Rory King, Esq.
     Bantz, Gosch & Cremer, L.L.C.
     305 Sixth Ave. SE
     Aberdeen, SD 57402-0970
     Phone: (605) 225-2232
     Email: rking@bantzlaw.com

                     About Northern Beef Packers

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.  Lincoln Partners Advisors
LLC serves as financial advisors.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.


OCEAN 4660: Court Okays Hylton Wynick as Trustee's Accountant
-------------------------------------------------------------
Maria M. Yip, the Chapter 11 trustee of Ocean 4660, LLC, sought
and obtained permission from the U.S. Bankruptcy Court for the
Southern District of Florida to employ Hylton Wynick of Zucker &
Associates, P.A., as special tax accountants to the Trustee.

Mr. Wynick will represent the Trustee in this case to perform
ordinary and necessary accounting services required in the
administration of the estate.

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

Mr. Wynick can be reached at:

       Hylton Wynick
       ZUCKER & ASSOCIATES, P.A.
       1801 N. Military Trail, Suite 160
       Boca Raton, FL 33431
       Tel: (561) 392-5779

                      About Ocean 4660

Ocean 4660, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-23165) in its hometown on June 2, 2013.  Rick Barreca
signed the petition as chief restructuring officer.  The Company
disclosed $15,762,871 in assets and $16,587,678 in liabilities as
of the Chapter 11 filing.

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

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

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

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


ONE 11 MONROE: Phoenix Tower Sold for $22 Million
-------------------------------------------------
Kristena Hansen, writing for Phoenix Business Journal, reported
that a group involving Sunbelt Holdings' John Graham and a wholly
owned subsidiary of home builder Lennar Corp. paid $22 million
this month to buy a midcentury modern tower in Phoenix -- dually
known as One 11 Monroe and the First American Building. The
building stands 19 stories tall at the southwest corner of Monroe
Street and First Avenue. It is roughly 255,000 square feet and
occupied by Mutual of Omaha Bank and several law firms, among
others.  The building is half-empty.

According to the Business Journal, the new owners are Lennar
subsidiary Rialto Capital Management LLC and a joint venture
between Graham and Phoenix-based Ironline Partners LLC.  Mr.
Graham's involvement in the property is not associated with his
Scottsdale company, Sunbelt Holdings.

According to the Business Journal, an article by Vizzda News
indicated that the building reverted to a special servicer through
a deed in lieu of foreclosure in 2003.  The lender purchased the
building two years later for $20 million.  In 2007, a tenant-in-
common group bought the building for $40 million, Vizza said.  But
that group eventually lost the building to foreclosure, and the
lender, General Electric Credit Equities, acquired it at auction
in February 2009 for $36.4 million, according to records in the
Maricopa County Recorder?s Office.  General Electric maintained
ownership until early this month.


ORTHO-CLINICAL DIAGNOSTICS: Moody's Assigns B2 Corp Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Ortho-
Clinical Diagnostics SA ("OCD SA") in conjunction with its sale by
Johnson & Johnson to The Carlyle Group ("Carlyle"). Moody's
assigned a B2 Corporate Family Rating and a B2-PD Probability of
Default Rating. Moody's also assigned a B1 rating to the company's
senior secured credit facilities, consisting of a $350 million
revolver and a $2.175 billion Term Loan B. Moody's assigned a Caa1
rating to the $1.15 billion of senior unsecured notes. OCD SA, a
Luxembourg entity, is the parent company of Ortho-Clinical
Diagnostics, Inc. ("OCD, Inc."), a US entity. OCD SA and OCD, Inc.
(together, "OCD") are the co-borrowers of both the senior secured
credit facilities and the unsecured notes. The outlook is stable.

Ratings Assigned:

  Corporate Family Rating of B2

  Probability of Default Rating of B2-PD

  $350 million senior secured revolving credit facility of B1
  (LGD 3, 34%)

  $2.175 billion senior secured Term Loan B of B1 (LGD 3, 34%)

  $1.15 billion senior unsecured notes of Caa1 (LGD 5, 87%)

The outlook is stable.

The B2 Corporate Family Rating reflects the high adjusted debt to
EBITDA -- of around 6.0x -- stemming from the debt incurred to
finance the acquisition by Carlyle, as well as risks associated
with transitioning OCD to a standalone entity. While Moody's
believes that OCD stands to benefit from greater management focus
and investment as a standalone company, overall growth will be
constrained in the near term by a number of headwinds including:
loss of high-margin royalties upon the expiration of key patents;
hospital budgetary constraints and pricing pressure; and declining
blood demand in developed markets. Further, significant cash
outflows associated with the process of becoming a stand-alone
company, investment in R&D, and higher capital expenditures will
constrain cash generation over the next 12-18 months.

The B2 rating is supported by OCD's large scale, leading market
positions within its core businesses, and good customer and
geography diversity. Further, Moody's views OCD's business model
as fundamentally stable, given the recurring nature of
approximately 85% of revenue in their core lines of business that
is generated from sales of consumables, as well as high customer
retention rates. While near-term headwinds will likely constrain
growth, longer term Moody's believes that OCD is well positioned
to grow outside of the US, given its unique dry-slide technology
and its significant installed base of instruments in emerging
markets.

Moody's could upgrade the ratings if OCD successfully completes
the transition to a stand-alone company, demonstrates a return to
organic revenue growth and sustains adjusted debt to EBITDA below
5.5x.

The ratings could be downgraded if its business is disrupted by
the process of becoming a stand-alone company, if there is
deterioration in broad medical utilization trends, or if for any
other reasons its debt to EBITDA is sustained above 6.5x. Further,
debt funded dividends or acquisitions could also lead to a rating
downgrade.

Ortho-Clinical Diagnostics ("OCD"), headquartered in Raritan, NJ,
produces in-vitro diagnostics equipment and associated assays and
reagents. OCD's largest segment, Clinical Laboratories, develops
clinical chemistry and immunoassay tests, targeting primarily
small/medium size hospitals. OCD also develops Immunohematology
products used by blood banks and hospitals to determine patient-
donor compatibility in blood transfusions. OCD also develops and
markets equipment and assays for blood and plasma screening for
infectious diseases. The company generated approximately $1.9
billion of revenues for the year ending December 29, 2013. OCD,
currently a business unit of Johnson & Johnson ("J&J"), is being
sold to the Carlyle Group ("Carlyle").


ORTHO-CLINICAL DIAGNOSTICS: S&P Assigns 'B' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Ortho-Clinical Diagnostics Inc.  The outlook is
stable.  At the same time, S&P assigned its 'B' issue-level rating
and '3' recovery rating to OCD's proposed senior secured credit
facilities, indicating its expectation for meaningful (50%-70%)
recovery to lenders in the event of payment default.  S&P also
assigned its 'CCC+' issue-level rating and '6' recovery rating to
OCD's proposed senior unsecured notes, indicating its expectation
for negligible (0%-10%) recovery in the event of payment default.
The senior secured credit facilities and senior unsecured notes
are co-issued by Orth-Clinical Diagnostics SA.

"Our ratings on OCD reflect our assessment of a 'highly leveraged'
financial risk profile and "fair" business risk profile.  Our
assessment of a highly leveraged financial risk profile considers
leverage that we expect to be around 6.3x pro forma the
transaction, and funds from operations (FFO) to debt that we
expect to be sustained in the low-double-digits," Shannan Murphy.
"In addition, our assessment of a highly leveraged financial risk
profile incorporates our view that sponsor ownership is likely to
shape a financial policy that prioritizes growth objectives and
shareholder return over deleveraging."

S&P's stable rating outlook reflects its expectation that OCD will
stabilize its business under new ownership, and will generate flat
to low-single-digit revenue growth and stable EBITDA margins over
the next few years.  This should allow the company to generate at
least $100 million in annual recurring free operating cash flow
before one-time items.

Upside Scenario

S&P could consider a higher rating if the company achieves a
successful separation from Johnson & Johnson, and is able to
accelerate growth to the low- to mid-single-digits to keep pace
with the in-vitro diagnostic market as a whole.  Under this
scenario, S&P believes leverage would naturally decline and free
operating cash flow to debt would improve to the mid- to high-
single-digits, which might cause us to view credit risk as more
consistent with 'B+' versus 'B' rated peers.

Downside Scenario

S&P could consider a lower rating if the company cannot maintain
its market position, as evidenced by continuing revenue declines
that lead to negative free operating cash flow.  Under this
scenario, S&P might revise its view of business risk to "weak" and
lower the rating, if such a scenario was also causing financial
risk to be higher than S&P expected.  S&P believes this could
happen if the company's planned strategic changes are
unsuccessful, and the company experiences market share and revenue
losses and further margin erosion.


OUTLAW RIDGE: Section 341(a) Meeting Scheduled for May 28
---------------------------------------------------------
A meeting of creditors in the bankruptcy cases of Outlaw Ridge,
Inc., and Outlaw Ridge, LLC, will be held on May 28, 2014, at 9:30
a.m. at Tampa, FL (861) - Room 100-B, Timberlake Annex, 501 E.
Polk Street.  Creditors have until July 7, 2014, to submit their
proofs of claim.

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

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

Outlaw Ridge, Inc., and Outlaw Ridge, LLC, filed separate Chapter
11 bankruptcy petitions (Bankr. Md. Fla. Case Nos. 14-04400 and
14-04401) on April 21, 2014.  The petitions were signed by John M.
Dalfino as manager.  Adam L Alpert, Esq., at Bush Ross P.A. serves
as the Debtors' counsel.  OR LLC disclosed $1.36 million in total
assets and $2.97 million in liabilities while OR Inc. disclosed
$15.4 million in total assets and $4.21 million in liabilities.

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.


OUTLAW RIDGE: Lender Seeks Prohibition from Use of Cash Collateral
------------------------------------------------------------------
Cadence Bank asks the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, to prohibit Outlaw Ridge,
Inc., and Outlaw Ridge, LLC, from using the cash collateral
securing their prepetition indebtedness.  Cadence also asks the
Court for an order granting it relief from the automatic stay to
permit the Lender to assert its in rem rights to certain property.

Cadence holds a first priority blanket security interest in
substantially all of the Debtors' real and personal property
making up all of their business operations, including any cash or
cash equivalents generated by the Debtors' operations, and any
rental paid for the supposed oral grazing lease by an insider.
The assets, which primarily consist of sand mine, the mining
proceeds and certain real property are significantly underwater.

The direct effect to Cadence's collateral is clear, James A.
Timko, Esq. -- jtimko@shutts.com -- at Shutts & Bowen LLP, in
Orlando, Florida, asserts.  Every shovelful of sand and the sale
thereof dissipates Cadence's collateral and according to the
Debtors' statement of financial affairs, the Debtors' sand mining
and dissipation of Cadence's collateral is on pace to double this
year over last, Mr. Timko further asserts.

Cadence is also represented by Andrew M. Brumby, Esq. --
abrumby@shutts.com -- at Shutts & Bowen LLP, in Orlando, Florida.

                        About Outlaw Ridge

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.

Outlaw Ridge Inc. and Outlaw Ridge, LLC sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case Nos. 14-04400 and 14-
04401) on April 21, 2014, in Tampa, Florida.

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

Adam L Alpert, Esq., at Bush Ross P.A., in Tampa, serves as the
Debtors' counsel.

OR LLC disclosed $1.36 million in total assets and $2.97 million
in liabilities while OR Inc. disclosed $15.4 million in total
assets and $4.21 million in liabilities.


OVERSEAS SHIPHOLDING: May 7 Outline Hearing, Taps $935MM Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware adjourned
to May 7, 2014, at 2:00 p.m. (ET), the hearing on the disclosure
statement explaining Overseas Shipholding Group, Inc., et al.'s
Joint Plan of Reorganization.

A hearing on the possible confirmation of the Plan, as amended, is
scheduled to commence on June 18, 2014.  Prior to the confirmation
hearing, interested parties may serve discovery requests and must
have filed their witness lists and anticipated issues for
resolution during the confirmation hearing.  All expert discovery
must be completed no later than June 11.  Objections to the Plan
must be filed no later than June 9.  A pretrial hearing to resove
all disputed issues, if any, will be held on June 17.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, delaying the disclosure hearing was part of an agreement
where the official shareholders' committee withdrew opposition to
a support agreement obliging other principal parties in the case
to back OSG's debt-swap plan.  The agreement doesn't mean that the
shareholders support the plan, Mr. Rochelle noted.  To the
contrary, OSG pledged it will supply information helpful for the
equity committee's pursuit of an alternative reorganization plan
and financing, Mr. Rochelle said.

The Plan revolves around a plan support agreement the Debtors
entered into with their largest lenders.  As of April 11, the
consenting lenders and certain of their affiliates now hold in the
aggregate $1,096,556,144 claims under the the Company's $1.5
billion credit agreement, dated as of Feb. 9, 2006, $78,056,000 in
8.12% Notes Claims, $30,325,000 in 8.75% Notes Claims, $77,202,000
in 7.5% Notes Claims, $39,881,161 in Charter Rejection Claims,
$1,260,761 in Derivatives Claims, and 270,090 common shares.

Under the PSA, there will be a rights offering in the amount of
$300 million, which rights offering will be backstopped by the
consenting lenders.  In addition, the Consenting Lenders agreed to
a debt financing in the amount of $735 million.  The proceeds of
the financing, together with additional proceeds from the Rights
Offering, will enable the Debtors to satisfy the claims of Danish
Ship Finance A/S in full in cash.  As a result, the Debtors will
retain, for the benefit of the Debtors' reorganized business, the
10 vessels over which DSF has security interests.

The Disclosure Statement accompanying the Plan says holders of
Allowed Administrative Claims, Priority Tax Claims, Other Priority
Claims, Secured Vessel DIP Claims, Secured Vessel Claims, Other
Secured Claims, and Other Unsecured Claims on the Effective Date
of the Plan will be paid in full.  The Plan also provides for the
payment of the 8.75% Notes Claims in full in Cash, including any
applicable contractual interest, the Reinstatement of the 8.125%
Notes, including payment of any applicable contractual or default
interest, and the Reinstatement of the 7.500% Notes, including
payment of any applicable contractual interest.

Stichting Pensioenfonds DSM Nederland, Indiana Treasurer of State
and Lloyd Crawford, court-appointed lead plaintiffs in the
consolidated securities class action styled as In re OSG
Securities Litigation, Master File No. 12-cv-07948-SAS, pending in
the United States District Court for the Southern District of New
York, filed an objection to the disclosure statement, complaining,
among other things, that the disclosure statement fails to
describe the potential impact of the securities claims and the
related investigations to the estate.

                     OSG Has $935MM Exit Financing

On May 7, the Court will also decide whether it will approve an
exit financing commitment letter and a corresponding fee letter
between the Debtors and Goldman Sachs Bank USA.  The consenting
lenders behind the Plan agreed to commit exit financing consisting
of four loan facilities -- two senior secured exit term loans, a
senior secured revolving credit facility, and a senior secured
asset-based revolving facility -- with a total amount of $935
million.  The exit financing will be secured by different portions
of the business operations of the Reorganized Debtors.

The Debtors are seeking Court authority to file the fee letter
under seal, asserting that it contains highly sensitive commercial
information regarding the costs and fees to be paid by the Debtors
in connection with the exit facility.

OSG's $300 million in 8.125 percent senior unsecured notes due
2018, to be reinstated under the plan, traded at 11:14 a.m. on
April 21 for 115.75 cents on the dollar, Mr. Rochelle said, citing
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority. They were trading about par in November and
for as little as 18.75 cents on the day of bankruptcy, Mr.
Rochelle noted.

OSG's plan caused the stock to decline from its post-bankruptcy
high of $8.99 set on Jan. 30, according to Mr. Rochelle.  On April
21, the shares fell 2.5 percent to $6.14 in over-the-counter
trading, Mr. Rochelle related.

The Debtors are represented by James L. Bromley, Esq., and Luke A.
Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New
York; and Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William
M. Alleman, Jr., Esq., at MORRIS, NICHOLS, ARSHT & TUNNELL LLP, in
Wilmington, Delaware.

U.S. Bank National Association, as administrative agent under the
Credit Agreement, dated as of February 9, 2006, is represented by
Robert K. Malone, Esq. -- robert.malone@dbr.com -- and Howard A.
Cohen, Esq. -- howard.cohen@dbr.com -- and Joseph N. Argentina,
Jr., Esq. -- joseph.argentina@dbr.com -- at DRINKER BIDDLE & REATH
LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq. --
ddunne@milbank.com -- and Samuel A. Khalil, Esq. --
skhalil@milbank.com -- at MILBANK, TWEED, HADLEY & McCLOY LLP, in
New York.

Joseph H. Huston, Jr., Esq., at STEVENS & LEE, P.C., in
Wilmington, Delaware, serves as Bankruptcy Counsel for the
Securities Claimants, while Michael S. Etkin, Esq., Ira M. Levee,
Esq., and Andrew Behlmann, Esq., at LOWENSTEIN SANDLER LLP, in
Roseland, New Jersey; and Samuel H. Rudman, Esq., David A.
Rosenfeld, Esq., Christopher M. Barrett, Esq., and Alan Ellman,
Esq., at ROBBINS GELLER RUDMAN & DOWD LLP, in Melville, New York,
serve as lead counsel for the Securities Claimants.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PHILADELPHIA NEWSPAPERS: Buyer to Be Dissolved, Liquidated
----------------------------------------------------------
The Court of Chancery of Delaware ordered the dissolution and
liquidation of Interstate General Media Holdings, LLC, in a
private, "English-style" open outcry auction held among the LLC's
members.

General American Holdings, Inc. filed the petition for judicial
dissolution.  The petition arises not from a dispute as to whether
judicial dissolution is necessary or appropriate, but rather, how
the dissolution should be effectuated.  The petitioner seeks an
order from the Court requiring that the LLC be sold in an auction
in which only the LLC's members and a specific labor union are
eligible to participate.  The petitioner also requests that the
auction be structured as an "English-style," open outcry auction.
According to the petitioner, its proposal for auctioning the LLC
is both: (1) more consistent than the respondents' with the terms
of the company's LLC agreement; and (2) most likely to maximize
the value of the members' ownership interests in the LLC.

The various Respondents are members of the LLC other than the
petitioners, and they urge the Court to order an auction in which
the sale of the LLC is open to the public.  The respondents aver
that the company's LLC agreement is neither controlling nor
relevant to the issue of how best to auction the company, and that
the most likely way to maximize the value of the members'
interests in the LLC is through a public auction in which each
bidder submits only a single, sealed bid.

Interstate General Media Holdings is a Delaware limited liability
company that was formed in 2012 for the purpose of acquiring all
or substantially all of the capital stock of Philadelphia Media
Network LLC.  PMN's subsidiaries include The Philadelphia
Inquirer, the Daily News, and Philly.com.  Through PMN and its
subsidiaries, IGM engages in the business of publishing, printing,
reporting, advertising, and performing other activities of a
multimedia news and information company.

General American is a Pennsylvania corporation and a Class A
Member of IGM.  General American owns a 54.3638% interest in the
Company and is one of its two Managing Members. As a Managing
Member, General American has the right to appoint one of the two
members of IGM's Management Committee. George E. Norcross, III
serves as General American's appointee on the Management
Committee.

Respondent Intertrust GCN, LP is a Delaware limited partnership
and a Class A Member of IGM.  Intertrust GCN GP, LLC is a Delaware
limited liability company and the general partner of Intertrust.
Intertrust owns a 26.1819% interest in the Company and is IGM's
other Managing Member.  Lewis Katz serves as Intertrust's
appointee on IGM's Management Committee.

Respondent H.F. "Gerry" Lenfest is a Pennsylvania resident and a
Class A Member of IGM. Lenfest owns a 16.3637% interest in the
Company and serves as the Chairman of its Board of Directors.

Intervenor, the Newspaper Guild of Greater Philadelphia, Local
38010, AFL-CIO, CLC, is IGM's largest labor union. The Guild
represents over 550 employees, including reporters, editors, and
photographers, of IGM's main assets, The Inquirer, Daily News, and
Philly.com.  Currently, IGM and the Guild are parties to a
collective bargaining agreement that is effective from Feb. 8,
2013 through Feb. 8, 2015.

In February 2009, PMN filed for Chapter 11 bankruptcy protection.
Approximately 20 months later, in September 2010, PMN was sold in
a bankruptcy auction for $139 million to a group of hedge funds
led by Angelo Gordon and Alden Global Capital.  Less than two
years later, in April 2012, PMN was sold again, this time to IGM
for $55 million.  Thus, since 2005, The Inquirer, Daily News, and
Philly.com have operated under five different owners.

In the months following IGM's acquisition of PMN, Katz and
Norcross, and, thus, Intertrust and General American, repeatedly
disagreed about how the Company should be managed.  As Katz and
Norcross's disagreements escalated, beginning in late 2012 and
continuing through the summer of 2013, they attempted,
unsuccessfully, to reach an agreement under which one would buy
out the other's ownership interest in the Company.

On Oct. 7, 2013, matters finally came to a head when The
Inquirer's Publisher, Robert J. Hall, fired its Editor, William K.
Marimow, without Katz's consent.  This resulted in significant
litigation in the Court of Common Pleas of Philadelphia County,
Pennsylvania concerning the employment status of both Hall and
Marimow.  Since October 2013, the relationship between Katz and
Norcross has continued to deteriorate.  Because, pursuant to the
terms of the LLC Agreement, IGM cannot take any meaningful action
without the consent of both Katz and Norcross, their inability to
work together materially has inhibited the Company's ability to
function effectively.  On Dec. 18, 2013, the Board held a special
meeting to determine if the deadlock between Katz and Norcross
could be resolved, but no agreement was reached.  After the
impasse continued for a few more weeks, on Jan. 2, 2014,
Intertrust filed a petition in the Philadelphia Court to dissolve
IGM.  The following day, General American commenced this action by
filing a petition to dissolve IGM in the Delaware Court of
Chancery.

General American and Intertrust agree that IGM is deadlocked, and
that judicial dissolution is necessary. General American and
Intertrust also concur that, as part of the dissolution, IGM
should be sold by auction.  The parties disagree, however, as to
the best way to structure an auction of IGM.

After experiencing a significant operating loss in 2012, PMN
generated meaningful positive adjusted EBITDA in 2013, and is
expected to have similar operating results in 2014. In addition,
there is evidence that the "bleeding" in PMN's circulation figures
largely has subsided.

Although PMN's financial condition has improved recently, it is
not a "healthy" entity.  Much, if not all, of PMN's recent
"success" can be attributed to two factors: improved revenues from
charging higher prices and reduced losses through significant cuts
in PMN's operating expenses.  Of those two factors, neither of
which is sustainable in the long run, PMN's cost-cutting appears
to have played the more significant role in enhancing its
financial position.  Because PMN's ability to continue to increase
prices and reduce costs will be limited substantially going
forward, and because PMN's revenue from advertising, arguably its
most significant source of revenue, has continued to follow a
decidedly downward trajectory, PMN still faces an uphill battle to
achieve sustainable financial stability.

According to Vice Chancellor Donald F. Parsons Jr., who penned the
decision, the dispute between Intertrust and General American has
affected adversely PMN's business.  The dispute has created
debilitating uncertainty over the future management and direction
of PMN, which, in turn, has undermined employee morale and
contributed to PMN's inability to fill several key senior
management positions that have been vacant for some time.

On the whole, PMN's financial position appears to be fragile, but
not dire.  For example, there are no apparent "financial cliffs"
that PMN faces at the moment. Thus, while all parties seem to
agree (and the record supports the proposition) that it is in the
best interests of all of PMN's stakeholders to resolve this
severely disabling dispute between General American and Intertrust
as soon as reasonably possible, the record does not support the
notion that PMN will incur catastrophic harm unless it is
auctioned in the absolute shortest time possible.

Vice Chancellor Parsons held" "I will order the dissolution of
IGM. In addition, I will order IGM to be sold in a private,
"English-style" open ascending auction between General American
and Intertrust. The minimum bid for the auction shall be set at
$77 million in cash. I hereby direct General American and
Intertrust promptly to confer and submit a proposed form of order
implementing these rulings consistent with the other terms of the
proposed private auction that were discussed at the conclusion of
the evidentiary hearing and during the final argument on April 24,
2014.  I further order that in no event shall the auction for IGM
be held later than May 28, 2014; that is, no more than thirty
calendar days from, and inclusive of, Tuesday, April 29, 2014."

A copy of the Court's April 25, 2014 Memorandum Opinion is
available at http://is.gd/fz1n4Bfrom Leagle.com.

The petition is In re INTERSTATE GENERAL MEDIA HOLDINGS, LLC C.A.
No. 9221-VCP (Del. Ch.).

P. Clarkson Collins, Jr., Esq., Peter B. Ladig, Esq., Brett M.
McCartney, Esq., MORRIS JAMES LLP, Wilmington, Delaware; Robert C.
Heim, Esq., Michael L. Kichline, Esq., Sabrina L. Reliford, Esq.,
DECHERT LLP, Philadelphia, Pennsylvania, Attorneys for Petitioner
General American Holdings, Inc.

Jody C. Barillare, Esq., MORGAN, LEWIS & BOCKIUS LLP, Wilmington,
Delaware; Marc J. Sonnenfeld, Esq., Steven A. Reed, Esq., Jason H.
Wilson, Esq., MORGAN, LEWIS & BOCKIUS, Philadelphia, Pennsylvania;
Attorneys for Interstate General Media Holdings.

Collins J. Seitz, Jr., Esq., Garrett B. Moritz, Esq., Anthony A.
Rickey, Esq., SEITZ ROSS ARONSTAM & MORITZ, LLP, Wilmington,
Delaware; Richard A. Sprague, Esq., Joseph R. Podraza, Jr., Esq.,
Alan Starker, Esq., Neil R. Troum, Esq., Brooke Spigler Cohen,
Esq., SPRAGUE & SPRAGUE, Philadelphia, Pennsylvania, Attorneys for
Intertrust GCN, LP, Intertrust GCN GP, LLC and H.F. Lenfest.

Sean Michael Brennecke, Esq., Klehr Harrison Harvey Branzburg LLP,
Wilmington, Delaware; Lisa A. Lori, Esq., Klehr Harrison Harvey
Branzburg LLP, Philadelphia, Pennsylvania; Attorneys for
Intervenor The Newspaper Guild of Greater Philadelphia, Local
38010, AFL-CIO, CL.

                   About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owned
and operated numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications were
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No.
09-11204) on Feb. 22, 2008.  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  Philadelphia Newspapers estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

The Debtors won confirmation of a plan of reorganization that
contemplated the sale of substantially all of their assets at an
auction.  The Philadelphia Media Network, which was formed by the
Debtors' secured lenders, acquired the Philadelphia Inquirer, the
Daily News and Philly.com for $105 million in cash.  The Plan
became effective and the sale closed on Oct. 8, 2010.


PLUG POWER: Offering $124.3 Million Common Shares
-------------------------------------------------
Plug Power Inc. has priced an underwritten registered offering of
22,600,000 shares of its common stock at a price of 5.50 per
share, and granted the underwriters in the offering a 30-day
option to purchase up to an additional 3,390,000 shares of its
common stock.  The gross proceeds to the Company will be
$124,300,000.  The offering is expected to close on April 30,
2014, subject to customary closing conditions.

Morgan Stanley & Co. LLC and Barclays Capital Inc. are acting as
the book-running managers and Cowen and Company, LLC, and FBR
Capital Markets & Co. are acting as co-managers for the offering.

Net proceeds, after underwriting discounts and commissions and
other estimated fees and expenses payable by Plug Power will be
approximately $116,300,000.

Plug Power intends to use the net proceeds of the offering for
working capital and general corporate purposes, which may include
capital expenditures and potential acquisitions.

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of Sept. 30, 2013, the Company had $40.03 million in total
assets, $35.36 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock, and $2.21 million
in total stockholders' equity.

                         Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


PLYMOUTH OIL: Has Green Light to Employ Brock as Auctioneer
-----------------------------------------------------------
Plymouth Oil Company, L.L.C. sought and obtained approval from the
U.S. Bankrutpcy Court to employ Brock Auction Company, Inc. as
Auctioneer.

The Debtor filed two plans in the course of the bankruptcy case.
The Court has denied the Debtor's most recent plan.

The Debtor is not currently operating.

On March 10, 2014, the Debtor filed its Motion to Sell Property
Free and Clear of Liens, proposing that the sale of the property
be held on April 12, 2014, at 10:00 a.m., at the location of the
property, 2283 K-42, Merrill, Iowa, and proposing that Brock
Auction Company, Inc., 30 Plymouth Street SW, LeMars, Iowa 51031,
conduct the auction. No objections to the Motion have been filed
or received.

The Debtor desires to employ the auctioneer and has agreed to pay
said auctioneer a fee of 3% of the total gross sale of the
property.  All fees would be subject to final Court approval.

Bruce Brock, the President of Brock Auction Company, Inc., attests
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

The firm will, among other things, provide these services:

a) marketing services, including listing the auction on the
   auctioneer's website, preparing and distributing auction
   flyers currently being posted in the region, together with
   newspaper and radio ads;

b) conducting a professional auction of the property in question;
   and

c) performing any and all other auction services the Debtor may
   require in the course of the sale of the property in question.

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- owned a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant was capable of pumping out 90 tons of corn
oil each day and about 300 tons of DCGM (defatted corn germ meal)
daily, which is used for hog, poultry and dairy feed.  The plant
was later shut down.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel.  The petition was signed by David P. Hoffman,
president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.

On Oct. 28, 2013, the Bankruptcy Court denied confirmation of
the Debtor's Chapter 11 plan and allowed secured lenders owed
$8.3 million on a bridge loan to foreclose.  A copy of the Plan
is available at http://bankrupt.com/misc/plymouthoil.doc120.pdf


PLYMOUTH OIL: Has 30 Days to Arrange for Sale of Mill
-----------------------------------------------------
Prairie Sun Foods LLC joined in Plymouth Energy LLC's request to
convert the Chapter 11 case of Plymouth Oil Company, LLC, to a
liquidation in Chapter 7 or, in the alternative, to dismiss the
Debtor's case.

The Debtor, creditor Iowa Prairie Bank, and the Unsecured
Creditors' Committee objected to the Motion.

The Bankruptcy Court has ruled, however, that Iowa Prairie Bank
and the Debtor will be allowed 30 days to arrange for the sale of
the mill property and file a motion for approval of the sale.  If
no sale motion is filed by that time, Iowa Prairie Bank and the
Debtor will arrange for an auction to take place within the next
30 days.

The Court defers ruling on the Motion to Convert until conclusion
of the sale.

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- owned a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant was capable of pumping out 90 tons of corn
oil each day and about 300 tons of DCGM (defatted corn germ meal)
daily, which is used for hog, poultry and dairy feed.  The plant
was later shut down.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel.  The petition was signed by David P. Hoffman,
president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.

On Oct. 28, 2013, the Bankruptcy Court denied confirmation of
the Debtor's Chapter 11 plan and allowed secured lenders owed
$8.3 million on a bridge loan to foreclose.  A copy of the Plan
is available at http://bankrupt.com/misc/plymouthoil.doc120.pdf


PRESTIGE BRANDS: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Tarrytown, N.Y.-based Prestige Brands Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.

The CreditWatch placement follows the company's announcement that
it has entered into a definitive agreement to acquire Insight
Pharmaceuticals for $750 million, which S&P anticipates will be
substantially financed with debt.  Together with its previously
announced acquisition of Hydralyte (terms undisclosed), S&P
believes credit measures will weaken and debt-to-EBITDA leverage
could increase to the mid-6x area, in line with S&P's indicative
ratios for a "highly leveraged" financial risk profile.  S&P said
previously that it could lower the ratings if leverage were
sustained above 5x, possible due to a material acquisition.  While
S&P views the addition of Insight Pharmaceuticals' brands to be
complementary to those of Prestige Brands, it do not expect it to
materially change the company's business risk profile.  S&P also
acknowledges some integration risk given the size of the
transaction, though Prestige Brands has successfully integrated
past acquisitions.

The CreditWatch listing with negative implications reflects S&P
views that it could affirm or lower the rating.  In particular,
S&P could lower its ratings if the company's debt level increases
above 5x in connection with the pending transaction.  S&P
anticipates the ratings could be lowered one notch depending on
the company's financial profile, financial policies, and business
strategies post-transition.

S&P will resolve the CreditWatch listing for Prestige Brands once
it has greater clarity regarding the capital structure.  S&P's
review will also focus on the company's business strategies and
financial policy.


QUEEN ELIZABETH REALTY: Herrick Feinstein Okayed as Counsel
-----------------------------------------------------------
Queen Elizabeth Realty Corp. sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Herrick, Feinstein LLP as bankruptcy counsel, nunc pro tunc
to Jan. 1, 2014.

The Debtor requires Herrick Feinstein to:

   (a) advise the Debtor on the conduct of chapter 11 proceedings,
       including all of the legal and administrative requirements
       of operating in chapter 11;

   (b) prepare such administrative and procedural applications and
       motions as may be required for the sound conduct of the
       case;

   (c) prosecute and defend litigation that may arise during the
       course of the case;

   (d) counsel the Debtor in connection with the formulation,
       negotiation, preparation and filing of a plan or plans of
       reorganization and disclosure statement to accompany the
       plan; and

   (e) perform all other legal services for and on behalf of the
       Debtor which may be necessary or appropriate in the
       administration of its chapter 11 case and fulfillment of
       its duties as debtor in possession.

Herrick Feinstein will be paid at these hourly rates:

       Members/Counsel          $495-$990
       Associates               $290-$580
       Legal Assistants         $180-$355

Herrick Feinstein will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Robert L. Rattet, member of Herrick Feinstein, 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.

Herrick Feinstein can be reached at:

       Robert L. Rattet, Esq.
       HERRICK, FEINSTEIN LLP
       2 Park Avenue
       New York, NY 10016
       Tel: (212) 592-1400
       Fax: (212) 592-1500
       E-mail: rrattet@herrick.com

               About Queen Elizabeth Realty Corp.

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


SALISBURY HOSPITALITY: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Salisbury Hospitality Group LLC, based in Virginia Beach, Va.,
filed for Chapter 11 petition (Bankr. E.D. Va. Case No. 14-71463)
on April 21 in Alexandria.  Karen M. Crowley, Esq., serves as
counsel to the Debtor.  In its petition, the Debtor listed under
$1 million in assets and between $100,001 to $500,000 in
liabilities.  The largest unsecured creditor, Sandra Jenkins, is
owed $130,000.


SEAWORLD PARKS: Bank Debt Trades at 3% Off
------------------------------------------
Participations in a syndicated loan under which Seaworld Parks and
Entertainment Inc. is a borrower traded in the secondary market at
97.45 cents-on-the-dollar during the week ended Friday, April 25,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.45 percentage points from the previous week, The
Journal relates.  Seaworld pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on May 10, 2020.
The bank debt carries Moody's Ba3 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
201 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


SEGA BIOFUELS: Heritage Bank Balks at Approval of Plan Outline
--------------------------------------------------------------
Heritage Bank objected to the approval of the Disclosure Statement
explaining SEGA Biofuels LLC's Chapter 11 Plan.

Heritage Bank asserted that the Disclosure Statement was not
proposed in good faith, and its does not comply with the
provisions of Section 1125 and Section 506 of the Bankruptcy Code.

Heritage Bank also said that:

   -- the Disclosure Statement seeks to limit amounts owed to the
Heritage Bank by either principal, accrued interest, attorney
fees, costs, advances, escrow shortages, or any amount otherwise
collectible under the collective documents and as further agreed
by the Debtor as found in the agreement signed Jan. 10, 2014; and

   -- the Disclosure Statement stated that Heritage Bank's claims
total $10,804,097.

                       About Sega Biofuels

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.

The U.S. Trustee has not appointed an official committee in the
Debtor's bankruptcy case.


SIFCO SA: May 6 Hearing on U.S. Preliminary Injunction
------------------------------------------------------
Axle-supplier SIFCO SA commenced restructuring proceedings in
Brazil and is now asking the bankruptcy court in the U.S. to
recognize the Brazilian proceedings.

Rubens Leite, the foreign representative, explained in documents
filed in New York that over the course of the past few years,
SIFCO, like many other entities in a variety of industries
throughout the world, has faced significant challenges. The
worldwide recession that has taken hold since 2007 has created an
environment of economic distress for companies and individuals
alike, and that environment has impacted SIFCO's operations and
sales. In addition, SIFCO's operations were impacted over 2012-13
by an unexpected slowdown of the truck market where sales volume
fell by 36%. Trucks constitute SIFCO's main market, accounting for
72% of sales in 2011.

As a result, SIFCO faces financial and operational hurdles that
made it prudent for SIFCO to seek relief under the Brazilian
Restructuring Law in order to preserve its value as a going
concern and maximize the value of its assets for the benefit of
all creditors.

SIFCO shareholders authorized the commencement of the Brazilian
Proceeding, and on April 18, 2014, authorized the commencement of
a Chapter 15 proceeding in the U.S. SIFCO also empowered Rubens
Leite to act as SIFCO's foreign representative for the U.S.
proceeding.

SIFCO initiated the Brazilian Proceeding pursuant to the
provisions of Brazilian Restructuring Law, the recuperacao
judicial, Federal Law No. 11,101 of February 9, 2005, by
submitting a voluntary petition to the Brazilian Court.

The restructuring contemplated to be undertaken in the Brazilian
Proceeding will achieve a significant restructuring of SIFCO's
business, according to Mr. Leite.  "SIFCO anticipates that it will
emerge from this restructuring process a stronger, more
competitive company, and believes that the benefits to be gained
from the restructuring process will enable SIFCO to remain a
premier supplier of forged and precision machine parts for the
global truck and bus manufacturing industry."

Pending development and approval of a restructuring plan by the
Brazilian Court, SIFCO requires the protection afforded to foreign
debtors pursuant to Chapter 15 of the Bankruptcy Code in order to
protect its valuable assets in the United States.  For example,
SIFCO has interests in a certain collateral account maintained by
The Bank of New York Mellon in New York, as well as rights under
an exclusive supply contract with Westport Axle Corp. covering
100% of Westport's requirements for certain automotive products
sold in the United States.

Mr. Leite is asking the Court to recognize the Brazilian
proceeding as "foreign main proceeding."

Pending the Court's consideration of the motion, Mr. Leite has
filed an application with the U.S. Court for:

   a. immediate entry of an order to show cause with a temporary
      restraining order;

   b. after notice and a hearing, a preliminary injunction order
      that will remain in place pending the Court's consideration
      of the request for entry of an order recognizing the
      Brazilian Proceeding as a "foreign main proceeding"; and

   c. scheduling of a hearing on the application and request for
      a preliminary injunction at the earliest possible time,
      but in no event prior to the date that the Court sets
      for the expiration of the temporary restraining order that
      is requested by this application.

U.S. Judge Robert E. Gerber will convene a hearing at 9:45 a.m. on
May 6, 2014, at the United States Bankruptcy Court, Alexander
Hamilton Customs House, Room 523, One Bowling Green, New York, New
York 10004, or as soon thereafter, as counsel may be heard to show
why a preliminary injunction should not be granted, pending the
issuance of an order an order recognizing the Brazilian
Proceeding.  Objections to the application are due Friday, May 2
at 5:00 p.m. (Eastern Time).

                          About SIFCO SA

Brazilian company SIFCO SA began its operations in 1958, and today
it believes that it is the sole producer and supplier of front
axles and I-beams for trucks and buses in South America.  SIFCO's
management and engineers are located outside S?o Paulo, Brazil in
the City of Jundiai, Brazil, where it also maintains manufacturing
and foundry facilities.

In the 1960s, SIFCO was dedicated to supplying the then-recently
created domestic Brazilian automotive industry. Eventually, SIFCO
began producing high technology forging components in compliance
with the most comprehensive requirements of several automotive
industry segments, such as tractors and agricultural machines,
among others.

SIFCO commenced a bankruptcy restructuring in Brazil on April 22,
2014.  A day later, on April 23, it filed a Chapter 15 petition in
U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-bk-11179) in
Manhattan, New York.

SIFCO distributes products in the U.S. through Westport Axle
Corp., which was a subsidiary until it was sold in late 2013.  The
petition shows assets of less than $500 million and debt exceeding
$500 million.  SIFCO has $75 million outstanding on senior secured
notes with Bank of New York Mellon Corp. as agent.

SIFCO is owned by Sifco Metals Participacoes S.A. which is a
privately owned company.

SIFCO is represented in the U.S. proceedings by Duane Morris LLP,
in New York.


SIMPLEXITY LLC: Wins Final Approval of Fifth Third Bank Financing
-----------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware issued a final order
authorizing Simplexity LLC and its affiliated debtors to obtain
postpetition financing, use cash collateral, and grant adequate
protection to the prepetition secured parties.

Simplexity LLC is authorized to borrow from their lenders led by
Fifth Third Bank, as agent to the DIP lenders, up to the aggregate
principal amount of $1,100,000, plus the aggregate amount of cash
collateral collected during the term of the facility, plus
capitalized expenses, fees, costs, interests and other charges,
provided that that the maximum principal amount of financing may
not exceed $2,100,000.

Fifth Third Bank, in its capacity as agent to the prepetition
senior secured lenders, is granted adequate protection.  Adeptio
Funding LLC, in its capacity as prepetition junior secured lender,
is also granted adequate protection.

The Final DIP Order also provides that the DIP lenders will have a
superpriority claim against the estate, which may be payable from
the estate's claims and causes of action and related proceeds
against any prepetition secured creditor or prepetition senior
secured agent.  The DIP lenders may request court authority to set
off amounts payable pursuant to the Prepetition Secured Creditor
Causes of Action/Proceeds against any DIP obligations.

The DIP Obligations are subject to a carve-out for U.S Trustee
fees, clerk of court fees, and all reasonable fees and expenses
incurred by a trustee under Sec. 726(b) of the Bankruptcy Code in
an amount not exceeding $10,000.  The DIP Order also provides for
Permitted Priority Liens which consist of the carveout and the
liens securing a principal amount equal to $15 million of
prepetition secured debt due to the prepetition secured agent or
prepetitoin senior secured agent, and liens in favor of third
parties on the prepetition collateral.  Avoidance actions, other
than the Prepetition Secured Creditor Causes of Action/Proceeds,
will constitute "collateral" under the DIP Order.

The Debtors are seeking to sell equipment, intellectual property,
contract rights and other assets to Wal-Mart Stores, Inc., subject
to higher and better bids.  Walmart, as Stalking Horse Bidder,
will (a) pay to the Debtors on the closing date, an amount equal
to $10 million, or, in the event that there is an auction for the
stalking horse assets, an amount equal to the final bid by the
stalking horse bidder, and (b) assume certain liabilities.

The DIP Order provides that termination of the Walmart deal will
constitute an event of default under the DIP financing.

The DIP Lenders reserve their right to credit bid at the auction.
The deadline for submitting bids was April 25.  The Debtors were
to hold an action April 28, if Qualified Bids are timely received.
The sale hearing will be held on April 30.

Any parties wishing to challenge the extent, validity, perfection,
priority or enforceability of the prepetition senior obligations
have from the petition date through 75 days after entry of the
Final DIP Order, which was issued April 11.  With respect to the
Committee, the challenge period expires 60 days after formation of
the committee.

The DIP Order also provides that any security interests, claims to
ownership of equipment, priority, rights or defenses, that
Clearpath Solutions Group LLC and Clearpath Hosting LLC and their
affiliates against the Dbeotrs are not waived and unaffected by
the Final Order.  Clearpath filed an objection to the DIP
financing.

Sprint Solutions asserts a purchase money security interest in
inventory the Debtors purchased from Sprint on credit and the
proceeds from the sale of the inventory.  The Order provides that
proceeds from the sale of that inventory must be held in escrow
pending a resolution between the Debtors and Sprint's disputes.

The DIP facility has a maturity date of the earliest of:

     -- May 17, 2014;
     -- upon declaration by the DIP lender of an event of
        default;
     -- the date of indefeasible prepayment in full by
        the Borrower of th DIP Obligations; and
     -- consummation of the sale of the Debtors' assets.

The DIP facility incurs an interest of 9% per annum, calculated as
0.02499% per day.

                   About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SIMPLEXITY LLC: Prime Clerk OK'd as Claims and Noticing Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court authorized Simplexity LLC to employ
Prime Clerk LLC as claims and noticing agent.

As reported in the Troubled Company Reporter on Apr. 4, 2014,
Howard A. Blaustein attested that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

    Professional                Rates
    ------------                -----
    Analyst                      $45/hr
    Technology Consultant       $130/hr
    Consultant                  $140/hr
    Senior Consultant           $170/hr
    Director                    $195/hr
    Solicitation Consultant     $170/hr
    Director of Solicitation    $195/hr

                         About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.

The Debtors are seeking to sell equipment, intellectual property,
contract rights and other assets to Wal-Mart Stores, Inc., subject
to higher and better bids.  Walmart, as Stalking Horse Bidder,
will (a) pay to the Debtors on the closing date, an amount equal
to $10 million, or, in the event that there is an auction for the
stalking horse assets, an amount equal to the final bid by the
stalking horse bidder, and (b) assume certain liabilities.

The Debtors were to hold an action April 28, if Qualified Bids are
timely received.  The sale hearing will be held on April 30.


SIXPLEXITY LLC: U.S. Trustee Balks at Rutberg Employment
--------------------------------------------------------
The Bankruptcy Court will convene a hearing on April 30, 2014, at
10:00 a.m., to consider Simplexity, LLC, et al.'s bid to employ
Rutberg & Co., as investment banker.

On April 11, Roberta A. DeAngelis, U.S. Trustee for Region 3,
filed a supplement to her objection stating that a provision in
the engagement letter grants Rutberg a limitation of liability
that is not warranted, not permissible for those performing the
services and inconsistent with prior decisions of the bankruptcy
court in the District of Delaware.

In her first objection, the U.S. Trustee stated that Rutberg's
$600,000 success fee does not appear to be proper because Rutberg
may have had little to do with Walmart's stalking horse bid and
the execution of the asset purchase agreement between Walmart and
the Debtors.

As reported in the Troubled Company Reporter on April 10, 2014,
Frank C. Bennett III attested that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm, will among other things, provide these services:

a. assist the debtors in preparing descriptive materials and
   presentations, and develop a strategy for marketing the
   business to potential financial and/or strategic investors
   and exploring various strategic alternatives available to
   the company;

b. identifying and evaluating potential financial and/or
   strategic investors in cooperation with the Debtors; and

c. contacting prospective investors with the company's prior
   authorization to determine the their level if interest in
   a transaction.

                         About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.

The Debtors are seeking to sell equipment, intellectual property,
contract rights and other assets to Wal-Mart Stores, Inc., subject
to higher and better bids.  Walmart, as Stalking Horse Bidder,
will (a) pay to the Debtors on the closing date, an amount equal
to $10 million, or, in the event that there is an auction for the
stalking horse assets, an amount equal to the final bid by the
stalking horse bidder, and (b) assume certain liabilities.

The Debtors were to hold an action April 28, if Qualified Bids are
timely received.  The sale hearing will be held on April 30.


SIMPLEXITY LLC: Young Conaway Approved as Bankruptcy Counsel
------------------------------------------------------------
Bankruptcy Judge Kevin Gross authorized Simplexity, LLC to employ
Young Conaway Stagatt & Taylor, LLP as bankruptcy counsel.

As reported in the Troubled Company Reporter on April 4, 2014,
Robert S. Brady, Esq., attested that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

     Professional                         Rates
     ------------                         -----
     Robert S. Brady                      $765/hr
     Edmon L. Morton                      $625/hr
     Sean M. Beach                        $585/hr
     Kenneth J. Enos                      $430/hr
     Justin P. Duda                       $350/hr
     Beth Olivere                         $155/hr

                         About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.

The Debtors are seeking to sell equipment, intellectual property,
contract rights and other assets to Wal-Mart Stores, Inc., subject
to higher and better bids.  Walmart, as Stalking Horse Bidder,
will (a) pay to the Debtors on the closing date, an amount equal
to $10 million, or, in the event that there is an auction for the
stalking horse assets, an amount equal to the final bid by the
stalking horse bidder, and (b) assume certain liabilities.

The Debtors were to hold an action April 28, if Qualified Bids are
timely received.  The sale hearing will be held on April 30.


SORENSON COMMS: Obtains Confirmation of Prepack Ch. 11 Plan
-----------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware, on April 10, confirmed Sorenson
Communications, Inc., et al.'s Joint Prepackaged Chapter 11 Plan
and approved the disclosure statement explaining such plan.

As previously reported by The Troubled Company Reporter, creditors
for the Debtors already began voting on the reorganization plan
negotiated with holders of 77% of the $735 million in 10.5%
second-lien notes due next year.  The plan calls for paying off
the $545.9 million first-lien term loan with a new facility
backstopped by some of the second-lien noteholders. In addition,
there will be a $25 million revolving credit after bankruptcy.

The second-lien noteholders are to receive 87% of the new stock
plus $77.2 million in cash, $375 million in new secured notes, and
95% of $300 million in unsecured notes to be issued by the holding
company.  The disclosure statement pegs the second-lien
noteholders' recovery between 55% and 94%.  General unsecured
creditors will be paid in full.  Existing shareholders are to
receive 13% of the new stock plus 5% of the new holding company
notes.

                   About Sorenson Communications

Sorenson Communications, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on March 3,
2014.  The lead case is In re Sorenson Communications, Inc.
Case No. 14-10454 (Bankr. D.Del.).  The case is assigned to Judge
Brendan Linehan Shannon.  The companies provide video relay
services (VRS) for people with hearing loss.

Sorenson Communications has a prepackaged plan of reorganization
that was reached with a substantial majority of its owners and
second lien note holders.

The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J.
Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware; and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.  The Debtors' restructuring
consultant is Alixpartners LLC.  The Debtors' financial advisor
and investment banker is Moelis & Company LLC.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent and
administrative advisor.

The Debtors had assets totaling $645 million and debts totaling
$1.4 billion as of Jan. 31, 2014.

The petitions were signed by Scott Sorensen, chief financial
officer.

                       *     *     *

The Troubled Company Reporter, on April 21, 2014, reported that
Moody's Investors Service assigned to Sorenson Communications,
Inc. a Caa2 Corporate Family rating ("CFR"), a Caa2-PD Probability
of Default rating ("PDR"), and B3 ratings to the proposed senior
secured first lien instruments. The ratings outlook is stable.

According to Moody's, the Caa2 CFR anticipates further
restructuring activity is highly likely, leading to debt defaults
over the medium to long term.  "The value of the growing Caption
Call business is not a source of repayment to the rated debt.
Without Caption Call, Moody's expects Sorenson's revenue and
profits to decline steadily, driven by the requirements of the
U.S. Federal Communications Commission's ("FCC") order dated June
2013 mandating annual rate declines and other requirements for
Video Relay Service ("VRS") providers," Moody's said.


SOUNDVIEW ELITE: Dist. Court Affirms Appointment of Ch.11 Trustee
-----------------------------------------------------------------
District Judge J. Paul Oetken affirmed the Bankruptcy Court order
appointing a Chapter 11 trustee for SoundView Elite Ltd. and its
affiliated debtors, and tossed pro se appeals filed by Alphonse
Fletcher, Jr. and George E. Ladner, the sole directors of the
mutual funds.

The U.S. Trustee, William K. Harrington, sought dismissal of the
appeal for lack of subject matter jurisdiction.

Judge Oetken dismissed th appeal based on a technicality.

On Jan. 23, 2014, the Bankruptcy Court for the Southern District
of New York entered an Order for the appointment of a Chapter 11
trustee over Mr. Fletcher et al.'s objections.  Fifteen days
later, at 2:00 a.m. EST, Feb. 7, 2014, Mr. Fletcher et al. emailed
a notice of bankruptcy appeal to the Appellees and the Bankruptcy
Court.  Because Mr. Fletcher et al. were on the west coast, as
they understood it, the email was sent at 11:00 p.m. PST, Feb. 6,
2014, or 14 days after the Order was entered.  The body of the
email stated: "Attached is a notice of appeal from Alphonse
Fletcher, Jr., pro se, and George E. Ladner, pro se, the directors
of Soundview Elite, Ltd., et al.  We will quickly correct any
procedural missteps or make any revisions as we become aware of
them. We prepared this without the assistance of Debtors'
counsel."  The Bankruptcy Court's docket report reflects that the
notice was "Filed 02/07/14."

The U.S. Trustee argues that Mr. Fletcher et al. missed the 14-day
window for filing a notice of appeal, and, because the timeliness
requirements are statutory and jurisdictional, the late filing
strips the court of jurisdiction to hear the appeal.

According to Judge Oetken, Rule 8002 of the Bankruptcy Rules
contains two relevant provisions on timeliness.  First, Rule
8002(a) creates a 14-day default filing period.  Given the Feb. 7,
2014 filing date, Mr. Fletcher et al.'s notice clearly fails under
Rule 8002(a).

But the analysis does not end there, Judge Judge Oetken said.
Rule 8002(c)(2) empowers district courts to extend the filing
period beyond the 14-day baseline.  Mr. Fletcher et al. must file
written motions to request such extensions, and "upon a showing of
excusable neglect" these motions may be filed up to 21 days after
the initial 14-day period has passed.

Mr. Fletcher et al. argue that the body of their email should be
construed as a motion for a one-day extension, which the District
Court should grant retroactively or nunc pro tunc, thereby making
the notice of appeal timely under Rule 8002(c)(2).

Judge Oetken, however, noted that Rule 8002(c)(2) requires a
"written motion" which should, at the very least, put opposing
parties on notice that an extension has been requested.  He said
Mr. Fletcher et al.'s email simply states that they would "quickly
correct any procedural missteps or make any revisions as we become
aware of them."  It does not mention an extension.

"Although Apellants did not explicitly request an extension, their
intent to file notice was clear and, applying the standard that is
appropriate for pro se litigants, a request for an extension may
be implied from these facts," Judge Oetken said.

However, Judge Oetken continued, even if the email and notice are
construed as a Rule 8002(c)(2) extension request, Mr. Fletcher et
al. fail to meet the legal standard for "excusable neglect."
Citing Silivanch v. Celebrity Cruises, Inc., 333 F.3d 355, 366 (2d
Cir. 2003) (quoting Pioneer Inv. Servs. Co. v. Brunswick
Associates Ltd. P'ship, 507 U.S. 380, 385 (1993)), the judge said
excusable neglect is a context-specific equitable concept that
requires consideration of all relevant circumstances including:
"[1] the danger of prejudice to the [non-movant], [2] the length
of the delay and its potential impact on judicial proceedings, [3]
the reason for the delay, including whether it was within the
reasonable control of the movant, and [4] whether the movant acted
in good faith."

The judge said emphasis falls on the third factor.  Mr. Fletcher
et al.'s notice and email state no facts or arguments that excuse
a late filing.  Although "pro se status is relevant in determining
whether there has been excusable neglect," such status alone is
insufficient for a finding of excusable neglect, the judge said,
citing Myers v. New York City Human Rights Comm'n, 04 Civ. 00543
(JCF), 2006 WL 2053317, at *2 (S.D.N.Y. 2006) (collecting pro se
cases where the excusable neglect standard was not met).

He also noted that perhaps the Appellants did not realize that
their 11-hour notice was two hours late in the relevant time zone
and thus did not know that an extension would be needed.  However,
failure to understand the deadline for filing a notice of appeal
is not recognized as excusable neglect, the judge said, citing
Chiulli v. I.R.S., 03 Civ. 6670 (HBP), 2005 WL 3021179, at *2-3
(S.D.N.Y. 2005).

A copy of the Court's April 23 Opinion and Order is available at
http://is.gd/NHFlMpfrom Leagle.com.

The appellate case is, ALPHONSE FLETCHER, JR., and GEORGE E.
LADNER, Appellants, v. WILLIAM K. HARRINGTON, et al., Appellees,
No. 14 Civ. 1747 (JPO) (S.D.N.Y.).

Alphonse Fletcher, Jr., and George E. Ladner, appeared pro se.

                       About Soundview Elite

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

Soundview Elite estimated assets and debts of at least $10
million.  The funds said in a court filing their total cash assets
of about $20 million are held in the U.S., where the funds are
managed.  Court papers list the funds' total assets as $52.8
million, against debt totaling $28 million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.

Corinne Ball has been appointed as the Chapter 11 trustee of
Soundview Elite Ltd. and its debtor-affiliates.  She has retained
her own firm, Jones Day, as bankruptcy counsel and Kinetic
Partners US LLP as her financial consultant.


SPECIALTY HOSPITAL OF WASHINGTON: Involuntary Ch. 11 Case Filed
---------------------------------------------------------------
Six alleged creditors of Specialty Hospital of Washington, LLC,
are seeking to send the hospital to Chapter 11 bankruptcy.  The
involuntary bankruptcy case (Bankr. D. Del. Case No. 14-10935) was
filed in Wilmington, Delaware on April 23, 2014.

Led by Capitol Hill Group, the creditors are represented by
Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in
Wilmington, Delaware.

Capitol Hill Group claims to be owed $1.66 million on a lease for
non-residential real property while another creditor, Metropolitan
Medical Group, LLC, claims $837,000 for physician services.  The
petitioners assert $2.69 million in total claims.

According to Web site
http://www.specialtyhospitalofwashington.com/capitol-hill/the
SHW Capitol Hill Campus provides 60 beds in private rooms for
extended stay critical care patients, plus 120 nursing center
beds.  The hospital has 24-hour in-house physician, nursing and
respiratory therapy coverage.


SPECIALTY PRODUCTS: GCG Okayed as Claims Notice Consultant
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Specialty Products Holding Corp., et al., to employ GCG, Inc. as
claims notice consultant nunc pro tunc as of March 1, 2014.

To the best of the Debtors' knowledge, GCG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Court.

                    About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Debtors, on
one hand, and the Official Committee of Unsecured Creditors and
the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


SPENDSMART PAYMENTS: Intellectual Capital Earns $93,000 in 2013
---------------------------------------------------------------
The SpendSmart Payments Company previously filed a current report
on Form 8-K reporting that on Feb. 11, 2014, the Company closed on
its acquisition of substantially all of the assets of Intellectual
Capital Management, Inc., d/b/a SMS Masterminds and the purchase
of all of the intangible assets owned by Alex Minicucci, the chief
executive officer of SMS.

The Company filed an amended Form 8-K to include SMS' audited
consolidated financial statements for the year ended Dec. 31,
2013, and the unaudited pro forma consolidated financial
information related to the Company's SMS acquisition.

Intellectual Capital reported net income of $93,475 on $2.26
million of revenues for the year ended Dec. 31, 2013, as compared
with net income of $550,991 on $2.39 million of revenues in 2012.
As of Dec. 31, 2013, Intellectual Capital had $322,504 in total
assets, $341,159 in total liabilities and a $18,655 total
stockholders' deficit.

A copy of the Report is available for free at:

                        http://is.gd/ZCv7h1

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Spendsmart Payments incurred a net loss and comprehensive loss
of $12.58 million on $1.02 million of revenues for the year ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of $21.09 million on $1 million of revenues during the prior year.

As of Dec. 31, 2013, the Company had $709,198 in total assets,
$1.32 million in total liabilities, all current, and a $612,228
total stockholders' deficit.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.


SPORTSMAN'S WAREHOUSE: S&P Raises CCR to 'B+' on Completed IPO
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sportsman's Warehouse Holdings Inc. to 'B+' from 'B'.
The outlook is stable.

S&P raised the issue-level rating on the company's $185 million
first-out term loan to 'BB-' (one notch above the 'B+' corporate
credit rating) from 'B', and revised the recovery ratings to '2'
from '3', which indicates S&P's belief that lenders could expect a
substantial (70% to 90%) recovery in the event of a payment
default.  S&P also raised the ratings on Sportsman's $50 million
last out term loan to 'B-' from 'CCC+'.  The recovery rating
remains '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.

At the same time, S&P withdrew its 'B' corporate credit rating on
Sportsman's Warehouse Inc.  The rating action reflects S&P's focus
on the corporate credit rating at the parent company, where the
financial statements are issued and the IPO took place.  S&P
analyzes the company on a consolidated basis.

"The upgrade reflects Sportsman's Warehouse Holdings Inc.'s
successful completion of an IPO of common stock and the subsequent
pay down of debt with net proceeds," said Kristina Koltunicki.
"As a result of the permanent debt pay down, credit protection
measures improved, including a decline in leverage.  As a result
of debt repayment, we are revising our financial risk profile
assessment to "aggressive" from "highly leveraged" and raising our
corporate credit rating by one notch."

The stable outlook reflects S&P's expectation that the company
will continue to improve credit protection measures over the next
year, with performance gains; however, metrics, will remain in
line with an "aggressive" financial risk profile.  S&P expects the
company to grow its store base at a rather fast rate over the next
12 months, which should benefit performance if the company can
manage it well.

Upside scenario

S&P do not believe an upgrade is likely over the next 12 months,
as it forecasts that credit protection measures will remain
commensurate with an "aggressive" financial risk profile and that
private equity ownership will remain more than 40%.  An upgrade
could occur if operating performance exceeds S&P's expectations,
with additional debt repayment, causing FFO to debt to rise above
20% on a sustained basis, leading S&P to revise its financial risk
profile score to "significant".  At that time, if S&P also expects
the sponsor to relinquish control, it could revise its financial
policy modifier to "FS-4" and this would also support a higher
rating.

Downside scenario

S&P could lower the rating if weaker-than-expected operating
results because of competitive pressures or a poor execution of
the company's growth strategy leads to lower margins, causing debt
to EBITDA to increase to more than 5.0x rather than decline.  This
could occur if gross margins decline by approximately 50 basis
points and revenue growth was flat for 2014.


SPRINGFIELD INSURANCE: A.M. Best Cuts Fin. Strength Rating to 'B-'
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B- (Fair) from B (Fair) and the issuer credit rating (ICR) to
"bb-" from "bb+" of Springfield Insurance Company (Springfield)
(Covina, CA).  The outlook for the FSR has been revised to
negative from stable, while the outlook for the ICR is negative.

The ratings reflect the significant weakening in Springfield's
risk-adjusted capitalization as a result of ongoing negative
operating results as well as an unexpected decrease in its
deferred tax asset (DTA) at year-end 2013.  In addition,
Springfield has a large premium dependence on California workers'
compensation where pricing and regulatory reform volatility can
cause adverse results.  The negative outlook reflects A.M. Best's
concern that Springfield will be challenged in the near term to
significantly improve its earnings to the levels seen prior to
2012.

Springfield's underwriting results and risk-adjusted
capitalization have deteriorated since 2012 from adverse loss
reserve development across a number of accident years along with
increasing premium volume, which has stressed capitalization along
with deteriorating operating results.  In addition to the adverse
loss development in 2013, surplus also was negatively impacted by
a decrease in the DTA.  As a result of the poor operating
performance and decrease in the DTA, surplus declined by 25% in
2013, significantly worse than A.M. Best originally anticipated.

Partially offsetting these negative rating factors are
Springfield's management's steps to improve both rate and loss
reserve adequacy.  Springfield continues its conservative
investment philosophy and reports positive cash flows from
operations.

The ratings could be further downgraded if the company continues
to experience weakened underwriting and operating results,
material adverse loss reserve development or capital adequacy
continues to decline as measured by Best's Capital Adequacy Ratio
(BCAR).  Factors that could stabilize Springfield's current rating
level include a sustained improvement in operating results along
with maintenance of favorable risk-adjusted capitalization.


STAR TRIBUNE: Timberwolves Owner to Buy Minneapolis Newspaper
-------------------------------------------------------------
William Launder, writing for The Wall Street Journal, reported
that the owners of the Minneapolis Star Tribune struck a
preliminary agreement to sell the newspaper and its related
publishing assets to Glen Taylor, a local businessman and owner of
the Minnesota Timberwolves basketball team.

According to the report, the publisher and Mr. Taylor said that
they had executed a letter of intent and that due diligence was
under way. The financial terms weren't disclosed, the report said.

Wayzata Investment Partners LLC, which invests in distressed
companies, owns a majority of the Star Tribune and its parent
company, Star Tribune Media Co., the report related.  Wayzata took
control of the publisher after it emerged from bankruptcy
reorganization several years ago, the report further related.

"The best possible ownership situation for the Star Tribune -- as
we've seen in other markets recently -- would be to have a long-
term, local owner who knows and is vested in our community," the
Journal cited Michael Klingensmith, the Star Tribune's publisher
and chief executive, as saying in a written statement. Mr.
Klingensmith, who last year turned down an offer to become CEO of
Time Inc., is expected to remain with the company, according to a
Star Tribune spokesman.

                       About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.

The Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244).  Attorneys at Davis Polk &
Wardwell, represented the Debtors in their restructuring effort.
Blackstone Advisory Services L.P. served as financial advisor.
The Garden City Group, Inc., served as noticing and claims agent.
Attorneys at Lowenstein Sandler PC, represented the official
committee of unsecured creditors.  In its bankruptcy petition,
Star Tribune listed assets and debts between $100 million and
$500 million each.

Judge Robert Drain at the U.S. Bankruptcy Court for the Southern
District of New York confirmed the company's plan of
reorganization, which was overwhelmingly supported by the
company's creditors, on September 17, 2009.  Star Tribune emerged
from Chapter 11 on September 28, 2009.

According to Daily Bankruptcy Review, senior lenders, who were
owed $392 million, became the Company's new owners.  Star Tribune
took on most of that debt when private-equity firm Avista Capital
Partners bought the paper from McClatchy Co. for $530 million in
2007.  Avista lost its ownership as part of the bankruptcy
reorganization.


TLC HEALTH: Can Tap Lumsden & McCormick as Accountants
------------------------------------------------------
TLC Health Network sought and obtained approval from the U.S.
Bankruptcy Court for the Western District of New York to employ
Lumsden & McCormick LLP as accountants to perform audit and tax
services.

The Debtor relates that Lumsden has served in this role for many
years.

Michael J. Grimaldi, CPA, a partner of Lumsden, tells the Court
that the Debtor and Lumsden have agreed that the firm will charge
and be paid a blended hourly rate of $165 for services rendered,
and that it will be reimbursed according to the firm's customary
reimbursement policies.

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

William K. Harrington, United States Trustee for Region 2, had
objected to the Debtor's Application, saying Lumsden must be a
"disinterested person" in order for the Debtor to retain the firm.
Lumsden, however, is not a "disinterested person" unless it waives
its pre-petition claim against the Debtor.  Thus, Lumsden is a
"creditor" of the Debtor and is not a "disinterested person" and
may not be employed by the Debtor if it maintains its claim as it
proposes to do.

                   About TLC Health Network

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

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

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

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


TOWER BONDING: A.M. Best Affirms 'B' Fin'l. Strength Rating
-----------------------------------------------------------
A.M. Best Co. has revised the outlook to negative from stable and
affirmed the financial strength rating of B (Fair) and the issuer
credit rating of "bb" of Tower Bonding and Surety Company (Tower
Bonding) (San Juan, PR).

The negative outlook reflects Tower Bonding's weakened operating
performance in 2013 as a reduction in earned premium combined with
an increase in incurred losses resulted in an underwriting loss.
As the loss was only partially offset by investment income, Tower
Bonding reported its first pre-tax operating loss of the recent
five-year period in 2013, which further weakened long-term return
measures.

The ratings of Tower Bonding reflect its ongoing weak operating
performance as evidenced by a pre-tax operating return on revenue
measures that trail the fidelity and surety composite by a wide
margin.  The weak results reflect declining premium volume
combined with a high underwriting expense structure and lack of
premium scale to support fixed costs.  The ratings also reflect
the company's geographic concentration within Puerto Rico, which
exposes it to judicial, regulatory and economic concerns occurring
within that market as all business is produced locally.

Somewhat offsetting these negative rating factors are Tower
Bonding's low loss and loss adjustment expense measures relative
to the fidelity and surety composite over the long term,
historically profitable underwriting results and sound investment
income, which has driven earnings during the previous five-year
period.  The company's surety book of business has performed well,
reflective of a low occurrence of losses and favorable reserve
development on both an accident and calendar year basis over the
long term.

Factors that could result in upward rating movement for Tower
Bonding are a significant improvement and stabilization in
operating earnings and a return on revenue measures that can be
sustained over an extended period.  Accordingly, this would
enhance the company's ability to generate surplus growth, which
has been constrained by weakened return measures in recent years.

A weakening in the company's overall capitalization driven by
strong premium growth and/or a weakened operating performance will
likely result in negative ratings pressure.


TUSCANY INT'L: Equity Panel Objects to Hiring of GMP Securities
---------------------------------------------------------------
The Official Committee of Equity Security Holders of Tuscany
International Drilling Inc. filed a preliminary objection to the
request of the Debtors to employ (i) GMP Securities, LLC as
investment banker, and (ii) Deloitte LLP as tax service providers,
nunc pro tunc to the petition date.

The Equity Committee said the Court should continue the GMP
retention application to permit the committee to investigate the
propriety of the retention.  The Equity Committee said it is still
investigating and analyzing whether the GMP Retention Application
should be granted.  It said the the Debtors have failed to
demonstrate that retention of GMP nunc pro tunc to the petition
date is appropriate.  Given GMP's relationship with the Debtors,
the Equity Committee said it needs additional time to review and
investigate the facts surrounding the GMP retention application.

The Equity Committee also wants the Deloitte Retention Application
be continued so it can have adequate time to determine whether
the retention is in the best interests of the Debtors' estates,
particularly in light of Deloitte's potential conflicts in its
representations of significant parties in the case and Deloitte's
potential for not being a "disinterested person" as required by
applicable law.

Proposed Counsel to the Equity Committee can be reached at:

         Adam G. Landis, Esq.
         Kerri K. Mumford, Esq.
         J. Landon Elli, Esq.
         Joseph D. Wright, Esq.
         919 Market Street, Suite 1800
         Wilmington, DE 19801
         Tel: (302) 467-4400
         Fax: (302) 467-4450
         E-mail: landis@lrclaw.com
                 mumford@lrclaw.com
                 ellis@lrclaw.com
                 wright@lrclaw.com

               About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.  GMP Securities, LLC serves as investment banker.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.
The Bankruptcy Court has entered an order approving the bidding
procedures for the sale of all or any portion of the Debtors'
assets or the new capital stock of Reorganized HoldCo, as
reorganized under the Plan.  These bidding procedures are to be
utilized by the Debtors in the postpetition sale process in an
effort to secure the highest or otherwise best offer for the sale
of the Debtors' businesses.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


TXU CORP: 2014 Bank Debt Trades at 27% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 73.05 cents-on-the-
dollar during the week ended Friday, April 25, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.64
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TXU CORP: 2017 Bank Debt Trades at 27% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 73.65 cents-on-the-
dollar during the week ended Friday, April 25, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.59
percentage points from the previous week, The Journal relates.
TXU Corp. pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


U.S. ECOLOGY: Moody's Assigns 'Ba3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned Ba3 corporate family and Ba3-PD
probability of default ratings to U.S. Ecology, Inc. ("US
Ecology"), as well as Ba3 ratings on the proposed first lien $125
million revolving credit facility and $415 million term loan. The
company is a US based owner and operator of hazardous waste
landfills and treatment facilities. The $415 million term loan,
together with cash on hand, is expected to finance the purchase of
EQ Holdings, Inc. ("EQ"), another environmental services provider
in the US, for $465 million in total consideration. The liquidity
rating is SGL-2. The rating outlook is stable.

Ratings

Issuer: U.S. Ecology, Inc.

  Probability of Default Rating, Ba3-PD

  Corporate Family Rating, Ba3

  Senior Secured Revolving Credit Facility, Ba3 (LGD3-46%)

  Senior Secured Term Loan, Ba3 (LGD3-46%)

  SGL Rating, SGL-2

  Rating Outlook: Stable

Ratings Rationale

The Ba3 CFR rating reflects a conservative financial track record,
high technical competence within the waste disposal industry, long
tenure of management, value of hazardous waste landfills in the
US, and financial metrics which are generally strong for the
rating. Prior to the announced acquisition, US Ecology raised $96
million in a stock sale in December 2013, and Moody's views this
credit-supportive action as a potential template for future
acquisitions. Credit metrics are in line with or strong for the
Ba3 rating, including expected pro forma Moody's adjusted 2014
leverage of approximately 3.2x leverage, and EBITDA --
Capex/Interest Expense of 3.9x. On a pro forma basis for the
acquisition, EBITDA margins of mid 20 percent are strong within
environmental services space, driven by the scarcity value of US
Ecology's landfill assets with the difficulty of permitting new
sites. The ratings are constrained by revenue volatility for the
event-related portion of the business, modest revenue scale in the
waste disposal industry, and likelihood of future acquisitions
which will create integration and leveraging risk. The free cash
flow to adjusted debt is weak for the rating category.

The company has good liquidity as indicated by the SGL-2 rating.
Post-close, US Ecology is expected to have only $5 million of cash
on the balance sheet, but over $85 million of the $125 million
revolving credit facility will be available with just under $40
million letters of credit supported by the facility. Cash from
operations should cover capex and dividends under most situations.

The stable outlook reflects the company's anticipated low-single
digit organic revenue growth, decreased margins on a consolidated
basis with the acquisition of the lower-margin but complementary
EQ, and enhanced scale and diversification. Further, deleveraging
may occur via organic EBITDA growth and pre-payment on the $415
million term loan, though some debt financed acquisitions may
limit debt reduction. Overall, heightened awareness of
environmental degradation and consolidation in the waste disposal
industry should be long-term supportive of the company's business
and credit metrics.

Increasing revenue over $1 billion, expectation for adjusted
leverage to remain at or below 2.5x, and successful integration of
EQ and future acquisitions could lead to higher ratings.
Anticipated adjusted leverage above 4.0x, poor integration of EQ,
or EBITDA margins declining to below 20% could pressure the
ratings.

Boise, ID based US Ecology is a publicly listed company that
provides environmental disposal services for hazardous and low
level radioactive waste, including transportation, treatment, and
disposal in permitted long-term facilities. Customers include
industrial businesses, heavy manufacturers, and utilities, as well
as government entities engaged in remediation of radioactive and
non-radioactive contaminated sites. Legacy US Ecology run-rate
revenue of $201 million will increase to over $575 million on a
run-rate basis following the acquisition of EQ.


UNIT CORPORATION: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Unit Corporation's (Unit: NYSE: UNT)
ratings as follows:

-- Long-term Issuer Default Rating (IDR) at 'BB';
-- Bank revolver at 'BB';
-- Senior Subordinated Notes at 'BB-'.

Approximately $645.7 million of debt is affected by the rating
action.

The Rating Outlook is Stable.

KEY RATING DRIVERS

Unit's ratings reflect the company's, increasing exposure to
liquids, strong reserve replacement history, modestly diversified
business mix (with about 30% of EBITDA coming from non-
exploration & production [E&P] segments), rig fleet repositioning
efforts, and manageable leverage levels (Fitch calculated
debt/EBITDA of 1.0x as of Dec. 31, 2013).  These considerations
are offset by the relatively small size of its proved reserve base
and production profile, as well as some risk of obsolescence
within its onshore rig fleet.

The E&P segment (about 70% of EBITDA) reported net proved reserves
of 159.9 million barrels of oil equivalent (MMboe) and production
of 45.8 thousand boe per day (Mboepd) for year-end 2013.  This
results in a reserve life of nearly 10 years.  UNT has increased
production by a 13.4% CAGR and improved its liquids mix to 43.5%
from 27.4% over the past five years due to the ability to exploit
unconventional reserves within its Granite Wash, Mississippian,
Marmaton, and Wilcox plays.  The Fitch-calculated three-year
average organic reserve replacement and FD&A cost are competitive
at 149%, consistent with management's 150% target, and $19.94/boe,
respectively.

The contract drilling segment (nearly 25% of EBITDA) reported a
12% reduction in revenue per day to $17,486, excluding
intercompany revenue (roughly 10%-15% of drilling activities),
with a corresponding decline in the Fitch-calculated rig day
margin, excluding intercompany operations, to 40% in 2013 from 46%
in 2012.  Utilization rates declined for a second consecutive year
to 52% primarily attributable to continued industry-wide drilling
efficiency gains and company-specific asset quality and mix
issues.  Management indicated that 78% of its 45 1,200-1,700hp
rigs were currently under contract, illustrating the legacy rig
overhang on the drilling segment's results.

CONTINUED LIQUIDS & PRODUCTION GROWTH

Unit continued to ramp-up its E&P drilling program, mainly within
its liquids-rich Anadarko Basin acreage, to 180 gross wells in
2014 from 149 gross wells (91 net wells) in 2013 by spending
$718 million, a 31% year-over-year increase.  Management expects
this to result in a 15%-18% increase in 2014 production to 19.2-
19.7 MMboe in 2014 with liquids comprising 44%-46% of the total.
Fitch believes that the execution risk associated with the
heightened levels of development is offset by the company's strong
operating history within each respective play and cash flow
diversification.

FAVORABLE RIG-FLEET REPOSITIONING

The company is actively repositioning its drilling fleet through
asset divestitures, retrofits/upgrades, and new-builds to better
align with E&P demand for efficient, horizontal/directional
drilling rigs within the 1,000-1,500hp range.  Unit has sold a
total of nine older, larger drilling rigs since 2013 with plans to
continue divesting assets, primarily within its smaller less than
600hp rig fleet.  The new BOSS drilling rig was rolled out in
first quarter 2014 (1Q'14) and designed to serve the
horizontal/directional drilling segment with three additional BOSS
rigs scheduled to be delivered in 2H'14.  Management plans on
contracting future BOSS rigs prior to ordering.  Fitch views the
repositioning effort favorably and expects the rig asset quality
and mix improvements to alleviate the contract drilling segment's
downward pressure on EBITDA by stabilizing utilization and day
rates.  However, Fitch believes that it will be a challenge to
overcome the first-mover advantage established by larger drilling
peers.

LEVERAGE LEVEL SUPPORTS THE RATING

Management's current leverage levels provide financial flexibility
to pursue measured oil & gas production growth and rig fleet
initiatives.  The manageable leverage is evidenced by the
company's strong debt/proven (1p) reserves of approximately $4/boe
and debt per flowing barrel of nearly $14,100 despite the
allocation of all outstanding debt to the E&P segment.  Fitch's
base case forecasts Unit will be about $200 million free cash flow
(FCF) negative in 2014 with a similar profile in 2015, using
Fitch's oil & gas price deck, as Unit maintains a heightened level
of E&P activity and constructs additional BOSS rigs.  Fitch
expects the 2014 shortfall to be partially funded with asset
divestitures and the remainder credit facility financed.  Fitch's
base case results in debt/EBITDA of 1.0x in 2014 with debt/1p and
debt per flowing barrel remaining relatively flat at under $4.25
and $14,200, respectively.  Fitch believes that leverage metrics
may experience some upward pressure into the 1.0x-1.1x range in
2015, but not a material deviation from historical and forecasted
2014 levels.

Unit utilizes a combination of swap and collared hedges to manage
cash flows and support development funding.  As of Dec. 31, 2013,
the company's 2014 oil and gas hedges accounted for 75% and 58%,
respectively, of its 4Q'13 production.

ADEQUATE LIQUIDITY POSITION

UNT has historically maintained a nominal cash balance and had
approximately $18.6 million of cash-on-hand as of Dec. 31, 2013.
The company's primary source of liquidity is its $500 million
senior unsecured credit facility due Sept. 2016.  The revolver had
no outstanding borrowings at year-end 2013.  The capacity of the
revolver may be increased, at management's election, up to a value
consistent with the company's borrowing base ($800 million as of
Dec. 31, 2013).  The borrowing base is re-determined semi-annually
based on the present value of oil and gas reserves and midstream
cash flows, subject to a maximum credit facility size of $900
million.

Financial covenants, as defined in the credit facility agreement,
require Unit to maintain a current ratio above 1x and debt/EBITDA
below 4x.  Other covenants across UNT's debt instruments consist
of dividend restrictions (less than 30% of the preceding year's
consolidated net income), additional debt (EBITDA/interest above
2.25x, subject to an investment-grade rating of the notes) and
lien limitations, transaction restrictions, and change in control
provisions.  As of Dec. 31, 2013, Unit was in compliance with and
had considerable headroom within all of its covenants.  The
company has a long-dated maturity profile with its senior
subordinated notes maturing in May 2021.

LIMITED OTHER LIABILITIES

Unit does not have a defined benefit pension plan. Asset
retirement obligations (AROs) were $134 million, as of Dec. 31,
2013, which is below the $146 million reported at year-end 2012
mainly due to a revision of cost estimates associated with
plugging wells based on actual costs over the preceding year.  The
company does not have any material additional liabilities.

RATING SENSITIVITIES

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

-- Increased size, scale, and diversification of Unit's E&P
    operations;

-- Heightened rig utilization and day rates signalling an
    improvement in asset quality and mix;

-- Maintenance of debt/EBITDA and debt/flowing barrel of 1.0x-
    1.25x and below $15,000, respectively.

Future positive rating actions are unlikely without a material
increase to the company's reserve base and production profile, in
conjunction with the maintenance of strong leverage metrics.

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

-- Debt/EBITDA of 1.5x-1.75x on a sustained basis;

-- Debt/flowing barrel approaching $20,000;

-- A persistently weak oil & gas pricing environment without a
    corresponding reduction to capex;

-- Further material declines in rig utilization and day rates.

Future negative rating actions will be closely linked to the
company's ability to maintain manageable leverage levels while
pursuing its E&P growth targets, as well as the repositioning of
its rig fleet and development of its midstream footprint.


USI INC: Moody's Maintains 'B3' CFR Over $125MM Secured Debt
------------------------------------------------------------
Moody's Investors Service is maintaining the ratings of USI, Inc.
(USI-corporate family rating B3) following the proposed $125
million borrowing under the accordion feature of its senior
secured term loan. USI plans to use net proceeds to help fund the
acquisition of certain retail insurance brokerage offices of Wells
Fargo Insurance Services USA, Inc. The planned acquisition does
not affect USI's corporate family rating or its debt ratings,
which include a B1 rating on senior secured credit facilities and
a Caa2 rating on senior unsecured notes. The rating outlook for
USI is stable.

Ratings Rationale

USI's ratings reflect its favorable market position, its good
balance of property & casualty insurance and employee benefits
business, and the potential to cross-sell various products to
strengthen client relationships. These strengths are offset by the
company's aggressive financial leverage and weak interest coverage
associated with its leveraged buyout of 2012. Additionally,
Moody's expect that USI will continue to pursue a combination of
organic growth and acquisitions, the latter giving rise to
integration and contingent risks.

Based on Moody's calculations, USI's debt-to-EBITDA ratio was in
the range of 9x-9.5x at year-end 2013, which is high for its
rating category. The leverage was elevated in part by purchase
accounting adjustments related to contingent commissions, which
reduced revenues and EBITDA in 2013. Moody's expects USI to reduce
its financial leverage to 8x or below within the next year through
incremental earnings from contingent commissions as well as from
recent and pending acquisitions.

USI's pro forma financing arrangement as of year-end 2013, giving
effect to the incremental term loan, includes a $150 million
senior secured revolving credit facility (rated B1, undrawn), a
$1,140 million senior secured term loan (rated B1) and $630
million of senior unsecured notes (rated Caa2).

Factors that could lead to an upgrade of USI's ratings include:
(i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex)
coverage of interest exceeding 2x, and (iii) free-cash-flow-to-
debt ratio consistently exceeding 5%.

Factors that could lead to a downgrade include:

   (i) debt-to-EBITDA ratio remaining above 8x,
  (ii) (EBITDA - capex) coverage of interest below 1.2x, or
(iii) free-cash-flow-to-debt ratio below 2%.

Giving effect to the incremental term loan, USI's ratings (and
revised LGD assessments) include:

   Corporate family rating B3;

   Probability of default rating B3-PD;

   $150 million senior secured revolving credit facility maturing
   December 2017 rated B1 (to LGD3, 30% from LGD2, 29%);

   $1,140 million senior secured term loan maturing December 2019
   rated B1 (to LGD3, 30% from LGD2, 29%);

   $630 million senior unsecured notes due January 2021 rated
   Caa2 (to LGD5, 85% from LGD5, 84%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 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.

Based in Valhalla, New York, USI is a major US insurance broker,
distributing property & casualty insurance and employee benefits
products and services to small and mid-sized businesses across the
country. The company generated total revenue of $770 million in
2013. Stockholder's equity was $612 million as of December 31,
2013.


VANTAGE ONCOLOGY: S&P Cuts Corp. Credit Rating to 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services lowered all ratings on
Manhattan Beach, Calif.-based Vantage Oncology Holdings LLC,
including the corporate credit rating, to 'B-' from 'B.'  The
outlook is stable.

In addition, S&P revised its recovery rating on the senior secured
notes to '4' from '3', indicating its expectation on the higher
end of average (30% to 50%) recovery range in a default scenario.
S&P made this revision because its estimate of capital leases at
default, which S&P considers to be priority debt, was increased.
The issue-level rating on these notes is 'B-,' the same as the
corporate credit rating.

"We lowered our ratings because the company faces intensifying
competition and we expect it will continue to experience volume
volatility in its prostate cancer treatments," said Standard &
Poor's credit analyst Tulip Lim.  "We had originally expected the
volatility would subside by now.  We now forecast discretionary
cash flow generation will be minimal, versus our earlier
expectation of more than $10 million."

The ratings are based on S&P's business risk profile assessment of
"weak" and its financial profile assessment of "highly leveraged,"
reflecting its expectation that funded debt leverage, adjusted for
operating leases, will remain above 7x.

S&P's stable outlook on Vantage incorporates its expectation that
organic revenue will decline at a low- to mid-single-digit rate
and that the company's EBITDA margin will only decline modestly.
It also incorporates our expectation that the company's near-term
liquidity will be adequate.


VELOCITY POOLING: S&P Assigns 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to U.S.-based Velocity Pooling Vehicle LLC.  The outlook is
stable.

At the same time, S&P assigned a 'B-' issue rating to the $305
million first-lien term loan due in 2021.  The recovery rating is
'5', which indicates S&P's expectation for modest (10% to 30%)
recovery for first-lien creditors in the event of a default.

S&P also assigned a 'CCC+' issue rating to the $85 million second-
lien term loan due in 2022.  The recovery rating is '6', which
indicates S&P's expectations for negligible (0% to 10%) recovery
for second-lien creditors in the event of a default.

S&P's rating on VPV reflects its assessment that the company has a
"highly leveraged" financial risk profile as a result of the debt
burden of the combined companies and financial sponsor ownership.
We estimate the ratio of debt to EBITDA will be just above 5x by
the end of 2014 and about 5x in 2015.  However, S&P expects the
leverage ratio to improve through modest EBITDA growth from
revenue and cost synergies derived from the vertical integration
of TR's distribution business.

S&P assess VPV's business risk profile as "weak."  This assessment
reflects the company's narrow business focus in the highly
competitive and fragmented power sports aftermarket parts
manufacturing and distribution services industry, relatively small
share in the industry, and susceptibility to economic cycles.

S&P's stable outlook reflects its view that the company can
sustain its current level of operating performance over the next
year, relative to the slow growth rate of the economy.


WARTHAN ASSOCIATES: Files Ch.7 Bankruptcy in Alexandria, Va.
------------------------------------------------------------
Warthan Associates Inc., based in Chester, Va., filed a Chapter 7
bankruptcy petition (Bankr. E.D. Va. Case No. 14-32160-KRH) in
Alexandria Division on April 21.  Paula S. Beran, Esq., represents
the Debtor.  In its petition, Warthan Associates listed under
$50,000 in assets and $1 million to $10 million in liabilities.
The petition says its largest unsecured creditor is Fieldturf USA,
owed $531,190.


WENNER MEDIA: Moody's Affirms 'B3' CFR; Outlook Positive
--------------------------------------------------------
Moody's Investors Service has affirmed Wenner Media LLC's B3
Corporate Family Rating (CFR) and Caa1-PD Probability of Default
Rating (PDR), and revised the rating outlook to positive from
stable. In connection with this rating action, Moody's assigned a
B3 rating to the senior secured credit facilities, which will be
amended with new maturity dates.

Wenner's credit facilities, consisting of a $144 million term loan
B outstanding as of 3/31/2014 and $15 million revolving credit
facility, will be amended to reduce borrowing costs and extend
maturities. The company expects approximately $6 million in annual
interest expense savings as a result of the lower pricing on the
term loan B. The terms under the amended credit agreement will
largely remain the same as the existing credit agreement with the
exception of: (i) amendment of the call protection to a soft call,
which should allow optional prepayments at no penalties; and (ii)
amendment to allow additional annual distributions to shareholders
(the Wenner family) of up to $3 million if leverage drops below
certain triggers.

Ratings Affirmed:

  Corporate Family Rating -- B3

  Probability of Default Rating -- Caa1-PD

Ratings Assigned:

  $15 Million Revolving Credit Facility due Nov 2018 -- B3
  (LGD-3, 31%)

  $144 Million Term Loan B due May 2019 -- B3 (LGD-3, 31%)

The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the
ratings and LGD assessments on the existing credit facilities
(term loan and revolver) upon transaction closing.

Ratings Rationale

The rating outlook revision to positive reflects the company's
success in deleveraging through the application of free cash flow
to pay down term loan borrowings. Wenner's leverage (Moody's
adjusted total debt-to-EBITDA) of 3x as of 3/31/2014 compares
favorably against the median leverage of 6.4x for B3-rated global
cross-industry peers. At the time of the February 2013
refinancing, Moody's had expected the company to operate with
adjusted leverage in the low 4x range over the next two years.
Wenner has reduced term loan borrowings from $190 million at the
time of the refinancing to $144 million as of 3/31/2014 through a
combination of the annual 7.5% amortization (10% under the
proposed amended credit agreement) and excess cash flow sweep
required under the credit agreement, as well as optional
prepayments. The positive rating outlook and B3 CFR also reflect
Wenner's solid operational execution, good market position and
strong long-lived brands within its target market supported by
proprietary content generation, artistic and journalistic quality
of the publications that consistently achieve industry
recognition, and consumer interest in celebrity, lifestyle and
entertainment information, which Moody's expect to continue.

The B3 rating is constrained by the company's small scale,
operational focus within the highly competitive and cyclical
consumer magazine publishing business, concentration in three
magazines and related special interest publications, negative
magazine distribution and print media business trends, and growing
competition from digital news and advertising sources. Wenner is
smaller and less diversified overall and within the magazine
industry than most of its major competitors, with nearly 70% of
revenue generated by Us Weekly and the bulk of the remainder from
Rolling Stone. Given that Moody's expect Wenner to operate with
leverage in the mid to high 2x range (Moody's adjusted) over the
rating horizon, Moody's believe there is flexibility in the B3
rating category to absorb some downside as a result of higher than
expected drop in ad revenue or single copy sales.

Moody's note that Wenner expects to begin paying cash taxes at the
shareholder effective tax rate of around 49% beginning fiscal 2015
after it fully utilizes its carry-forward net operating loss. In
addition, as the company's covenant leverage (as defined in the
credit agreement) drops below 2x (2.48x as of 3/31/2014), the
excess cash flow sweep will decline to 50% such that Wenner will
not be required to direct as much free cash flow to debt
reduction. Further, under the proposed amended credit agreement
the company will be allowed to pay additional distributions to the
Wenner family as covenant leverage drops below certain triggers,
which will reduce free cash flow available to make optional
prepayments on the term loan. However, Moody's expect the company
to maintain free cash flow-to-debt (Moody's adjusted) in the low
to mid single digit range.

Rating Outlook

The positive rating outlook reflects Moody's view that the US
economy will continue to grow modestly, and that Wenner will
aggressively manage costs and utilize its free cash flow to reduce
debt such that debt-to-EBITDA leverage is maintained in the 2.5x-
3x range (Moody's adjusted) over the next 12-18 months.

What Could Change the Rating -- Up

An upgrade could occur if Wenner maintains revenue and EBITDA
margin stability leading to consistent and expanding free cash
flow generation and a sustained reduction in debt-to-EBITDA
leverage below 2.5x (Moody's adjusted).

What Could Change the Rating -- Down

A downgrade could occur if Wenner's debt-to-EBITDA leverage is
sustained above 4.5x (Moody's adjusted) or if free cash flow were
to weaken relative to the required $15 million annual term loan
amortization. Wenner could also be downgraded if market share
erodes, if liquidity weakens, or if the company engages in
leveraging acquisitions or shareholder distributions.

The principal methodology used in this rating was the Global
Publishing 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.

Wenner Media LLC, headquartered in New York, NY, is a publisher of
entertainment and lifestyle magazines in the United States. Its
three consumer magazine titles (Us Weekly, Rolling Stone and Men's
Journal) generate combined weekly/bi-weekly circulation exceeding
four million. The company is owned and controlled by the Wenner
family. Revenue on a GAAP basis for the twelve months ending
3/31/14 was approximately $372 million and split roughly 61%
advertising, 38% circulation and 1% licensing.


* Transferring a Mortgage Requires Recording an Assignment
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a mortgage lender in Kentucky, even if a member of
Mortgage Electronic Registration System Inc., must record a
transfer of a mortgage every time the mortgage or the mortgage
note is transferred, according to a March 31 opinion by U.S.
District Judge Karen K. Caldwell in Lexington, Kentucky.

According to the report, homeowners sued their mortgage lenders,
alleging a failure to record transfers every time their mortgages
were assigned.

The lenders responded by arguing there is no requirement to record
a mortgage transfer, and pay a corresponding fee to the county
clerk, when only the note was transferred and a member of the
recording system, or MERS, was the new holder of the note, the
report related.

Judge Caldwell disagreed with the lenders' interpretation of
Kentucky law, pointing to two statutes, the report further
related.  One of them provides that an assignee "shall record the
assignment." The opinion rests in part on the notion that Kentucky
law was designed to "maintain 'accurate public real estate
records.'"

The judge surveyed state law and concluded that transferring only
the mortgage note simultaneously transfers the mortgage, the
report added.  She ruled that Kentucky law requires recording
every assignment.

The case is Higgins v. BAC Home Loans Servicing LP, 12-cv-00183,
U.S. District Court, Eastern District of Kentucky (Lexington).


* Taxes Apportioned Between Spouses Under IRS Rules
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when only one spouse is in bankruptcy, tax refunds
should be allocated using a formula developed by the Internal
Revenue Service, U.S. District Judge Tanya Walton Pratt in New
Albany, Indiana, said in an opinion March 31.

According to the report, a couple, where only the husband was
bankrupt, was entitled to state and federal tax refunds totaling
$30,000. The bankruptcy judge used a minority approach and divided
the refund 50-50, requiring half be paid to the husband's
bankruptcy trustee.

Judge Pratt said there are three methods commonly used, the report
related.  Courts even within the same district sometimes disagree
on which method is proper, the judge said.  Another minority
approach entails splitting the refund according to each spouse's
withholdings. Judge Pratt rejected that, too, the report further
related.

Judge Pratt decided to use the IRS method, where tax liabilities
are calculated as though each filed a separate return, the report
added.  The refund is apportioned based on each spouse's tax
liabilities and contributions.

The case is Lee v. Walro (In re Lee), 13-cv-00087, U.S. District
Court, Southern District of Indiana (New Albany).


* Lawmaker Hopeful Obama Might Agree to Reforming Dodd-Frank Act
----------------------------------------------------------------
Molly K. Hooper, writing for The Hill, reported that a key House
Republican is "hopeful" that President Obama will work with
Congress to reform parts of the Dodd-Frank law.

According to the report, Rep. Scott Garrett (R-N.J.), chairman of
the Financial Services subcommittee on Capital Markets and
Government Sponsored Enterprises, said that unlike ObamaCare, the
president doesn't have the "affinity" toward Dodd-Frank and is
more willing to work on reforming aspects of it.

Garrett said, "[Obama] has to realize that the tremendous
uncertainty in the marketplace cannot be his lasting legacy in
office, that he has to try to make some changes before he goes out
of office and the first place to do that would be Dodd-Frank
reform," the report related.

Lawmakers on both sides of the aisle have recently supported
reforms to the law that was enacted to prevent against future
banking crises in the aftermath of the 2008 financial meltdown,
the report further related.

The House Financial Services Committee has passed a number of
bills that would reform aspects of Dodd-Frank including the
derivative rules and swaps provisions, among others, the report
added.


* Overdraft Fees at Banks Hit a High, Despite Curbs
---------------------------------------------------
Annamaria Andriotis, writing for The Wall Street Journal, reported
that squeezed by falling revenue on deposit accounts, banks are
turning to a familiar source of income: overdraft fees.

According to the report, nearly four years after regulators tried
to curb the fees, banks are lifting them to new heights. The
median fee for withdrawing more from a checking account than a
customer has on deposit increased to an estimated $30 in 2013 -- a
record -- up from $29 in 2012 and $26 in 2009, based on a survey
of 2,890 banks and credit unions by Moebs Services Inc., an
economic-research firm in Lake Bluff, Ill.

"Banks have a revenue gap that needs to be recouped," the report
cited Greg McBride, chief financial analyst at Bankrate.com, which
tracks overdraft fees and other charges, as saying.

Banks' fee revenue from checking, savings and other deposit
accounts has been sliding since several regulations took effect,
the report related.  The Federal Reserve in 2010 stopped banks
from automatically charging customers overdraft fees on debit-card
and automated-teller-machine transactions. In addition, the Dodd-
Frank financial-overhaul law included an amendment that went into
effect in 2011 lowering a debit-card fee large financial
institutions charge merchants.

The recent regulations "have forced banks to raise fees where they
ordinarily would not have done so," said Richard Hunt, chief
executive of the Consumer Bankers Association, which represents
retail banks with more than $1 billion in assets and is based in
Washington, the report further related.


* Large Law Firms Made Modest Gains Last Year
---------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
big law firms notched modest overall financial gains in 2013, with
standout results from a handful of elite competitors in sharp
contrast to lackluster outcomes across the broader industry.

According to the Journal, the rankings released on April 28 by the
American Lawyer magazine highlight a growing gap between the 20
strongest law firms and the dozens of other large firms that
reported only moderate increases in revenue or profitability.
Among the 20 elite firms, average profit per partner ranged
between $2.2 million and $4.8 million in 2013, the Journal said.
Elizabeth Olson, writing for The New York Times' DealBook,
reported that a group of 20 "super rich" law firms significantly
outperformed their peers.  For these elite firms, profit per
partner rose 5.5% in 2013, while per-lawyer revenue increased
4.1%, the DealBook said, citing The American Lawyer.

Last year total revenue among the country's 100 top-grossing firms
rose 5.4%, an improvement compared with the 3.4% increase in 2012,
the Journal added. The top 100 firms brought in $77.4 billion last
year, the DealBook related.  The magazine's rankings are based on
figures provided voluntarily by law firms and on reporting by
journalists at the legal publications that comprise American
Lawyer Media.  But the average profit per partner edged up just
0.2%, and the average revenue per lawyer -- a metric some consider
the most accurate measure of a firm's financial health -- fell
slightly, off 0.4% compared with 2012.


* Gary Klausner to Join LNBYB's LA Office as Senior Partner
-----------------------------------------------------------
Gary Klausner, a highly respected bankruptcy law specialist, will
become a senior partner at Levene, Neale, Bender, Yoo & Brill
L.L.P., one of Los Angeles' leading firms specializing in
bankruptcy, insolvency, business reorganization and commercial
litigation, effective May 5, 2014.

Mr. Klausner was formerly a senior shareholder at Stutman,
Treister & Glatt, another prominent Southern California bankruptcy
law firm.  He will continue to practice in the areas of corporate
restructuring and bankruptcy, as he has since beginning his career
in 1976.

"We are most fortunate to have someone of Gary Klausner's vast
experience and unparalleled reputation join our firm," said
David L. Neale, co-managing partner of Levene, Neale, Bender, Yoo
& Brill (LNBYB), in announcing the appointment.  Ron Bender,
LNBYB's other managing partner, added, "Gary will strengthen our
team of highly specialized experts immeasurably and further
solidify our position as a leading bankruptcy and insolvency firm.
We are thrilled to have Gary joining us."

Since its founding in 1995, LNBYB has forged a strong presence in
the Los Angeles legal community.  The firm is known for resolving
complex bankruptcy and insolvency issues for a diversity of
prominent companies, and is at the forefront of the rescue and
rehabilitation of corporations in fiscal distress.

Mr. Klausner, who had been with Stutman since 2001, will continue
to practice in all facets of bankruptcy and insolvency, including
representation of Chapter 11 debtors, secured and unsecured
creditors, creditors' committees, trustees and receivers,
licensors and franchisors, purchasers of assets and parties
involved in litigation and appeals.  His clients have been in such
industries as real estate development, hospitality and
restaurants, aerospace, entertainment, retail, health care and
transportation.

Mr. Klausner also has an expertise in Chapter 9 of the Bankruptcy
Code, which is designed for the reorganization of municipalities.
He currently chairs the American Bar Association's Chapter 9
Committee.

Mr. Klausner was recognized in 2012 as "Bankruptcy Lawyer of the
Year" by the Century City Bar Assn., and was elected a Fellow of
the American College of Bankruptcy in 2010.  He is also a past
president and member of the Board of Governors of the Financial
Lawyers Conference and a past president and board member of the
Los Angeles Bankruptcy Forum.

He graduated with honors from the University of Maryland School of
Law and received his B.A. from the University of Maryland.


* Key Justice Dept. Official Is Latest to Join Law Firm
-------------------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that Covington & Burling, the firm where Eric H. Holder Jr.
practiced law before becoming attorney general, will announce on
April 29 that Mythili Raman is the latest former senior Justice
Department official to join its ranks.  Ms. Raman, who will be a
partner in Covington's white-collar crime and litigation
practices, led the Justice Department's criminal division until
last month.

According to the report, after departing the criminal division,
where she oversaw investigations into some of the world's biggest
banks, Ms. Raman followed a well-trod path to Covington. She is
the fourth recent criminal division prosecutor to join Covington
and the fifth senior official under Mr. Holder to do so. Lanny A.
Breuer, her predecessor as chief of the criminal division, is now
Covington's vice chairman.

?Reuniting with my former Justice Department colleagues was one of
the biggest draws of Covington,? Ms. Raman, 44, said in an
interview with DealBook. ?It was an easy choice.?

Some of the employee overlap was anticipated, the report said.
Ms. Raman's colleagues -- Mr. Breuer, Daniel Suleiman, Steven E.
Fagell and James M. Garland -- have bounced between the Justice
Department and Covington throughout their careers.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-     Total
                                  Total   Holders'   Working
                                 Assets     Equity   Capital
  Company          Ticker          ($MM)      ($MM)     ($MM)
  -------          ------        ------   --------   -------
ABSOLUTE SOFTWRE   ABT CN         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   OU1 GR         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   OU1 TH         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   ALSWF US       142.1      (11.2)     (6.3)
ACHAOGEN INC       AKAO US         13.8       (0.0)      2.1
ADVANCED EMISSIO   OXQ1 GR        106.4      (46.1)    (15.3)
ADVANCED EMISSIO   ADES US        106.4      (46.1)    (15.3)
ADVENT SOFTWARE    AXQ GR         456.3     (111.8)   (106.0)
ADVENT SOFTWARE    ADVS US        456.3     (111.8)   (106.0)
AEROHIVE NETWORK   HIVE US         69.9       (3.3)     21.5
AEROHIVE NETWORK   2NW GR          69.9       (3.3)     21.5
AIR CANADA-CL A    AC/A CN      9,470.0   (1,397.0)     98.0
AIR CANADA-CL A    AIDIF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL A    ADH GR       9,470.0   (1,397.0)     98.0
AIR CANADA-CL A    ADH TH       9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    ADH1 GR      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    AIDEF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    AC/B CN      9,470.0   (1,397.0)     98.0
ALIMERA SCIENCES   ASZ TH          19.6       (4.9)     13.7
ALIMERA SCIENCES   ALIM US         19.6       (4.9)     13.7
ALIMERA SCIENCES   ASZ GR          19.6       (4.9)     13.7
ALLIANCE HEALTHC   AIQ US         489.8     (136.6)     58.7
AMC NETWORKS-A     9AC GR       2,636.7     (571.3)    889.9
AMC NETWORKS-A     AMCX US      2,636.7     (571.3)    889.9
AMER RESTAUR-LP    ICTPU US        33.5       (4.0)     (6.2)
AMYLIN PHARMACEU   AMLN US      1,998.7      (42.4)    263.0
AMYRIS INC         AMRS US        198.9     (135.8)     (0.4)
ANGIE'S LIST INC   ANGI US        124.3      (20.3)    (30.0)
ANGIE'S LIST INC   8AL GR         124.3      (20.3)    (30.0)
ARRAY BIOPHARMA    ARRY US        146.3       (5.4)     90.2
ATLATSA RESOURCE   ATL SJ         768.5      (14.1)     30.2
AUTOZONE INC       AZ5 GR       7,262.9   (1,710.3)   (860.8)
AUTOZONE INC       AZO US       7,262.9   (1,710.3)   (860.8)
AUTOZONE INC       AZ5 TH       7,262.9   (1,710.3)   (860.8)
BARRACUDA NETWOR   7BM GR         236.2      (90.1)    (66.5)
BARRACUDA NETWOR   CUDA US        236.2      (90.1)    (66.5)
BERRY PLASTICS G   BERY US      5,264.0     (183.0)    681.0
BERRY PLASTICS G   BP0 GR       5,264.0     (183.0)    681.0
BIOCRYST PHARM     BO1 GR          48.9       (1.1)     26.9
BIOCRYST PHARM     BCRX US         48.9       (1.1)     26.9
BIOCRYST PHARM     BO1 TH          48.9       (1.1)     26.9
BIODELIVERY SCIE   BD5 GR          38.0       (0.8)      1.6
BIODELIVERY SCIE   BDSI US         38.0       (0.8)      1.6
BRP INC/CA-SUB V   BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V   B15A GR      1,875.1      (63.7)    116.5
BRP INC/CA-SUB V   DOO CN       1,875.1      (63.7)    116.5
BURLINGTON STORE   BUI GR       2,621.1     (150.5)    112.7
BURLINGTON STORE   BURL US      2,621.1     (150.5)    112.7
CABLEVISION SY-A   CVC US       6,591.1   (5,274.3)    283.4
CABLEVISION SY-A   CVY GR       6,591.1   (5,274.3)    283.4
CAESARS ENTERTAI   CZR US      24,688.9   (1,903.8)  1,239.5
CAESARS ENTERTAI   C08 GR      24,688.9   (1,903.8)  1,239.5
CANNAVEST CORP     CANV US         10.7       (0.2)     (1.3)
CANNAVEST CORP     0VE GR          10.7       (0.2)     (1.3)
CAPMARK FINANCIA   CPMK US     20,085.1     (933.1)      -
CC MEDIA-A         CCMO US     15,097.3   (8,696.6)    753.7
CELLADON CORP      CLDN US         24.6      (44.3)     20.1
CELLADON CORP      72C GR          24.6      (44.3)     20.1
CENTENNIAL COMM    CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC         CVO US       1,213.7     (497.0)    141.2
CHOICE HOTELS      CZH GR         539.9     (464.2)     84.3
CHOICE HOTELS      CHH US         539.9     (464.2)     84.3
CIENA CORP         CIEN US      1,800.6      (86.9)    800.8
CIENA CORP         CIE1 TH      1,800.6      (86.9)    800.8
CIENA CORP         CIE1 GR      1,800.6      (86.9)    800.8
CIENA CORP         CIEN TE      1,800.6      (86.9)    800.8
CINCINNATI BELL    CBB US       2,107.3     (676.7)     (3.2)
DIRECTV            DIG1 GR     21,905.0   (6,169.0)   (577.0)
DIRECTV            DTV CI      21,905.0   (6,169.0)   (577.0)
DIRECTV            DTV US      21,905.0   (6,169.0)   (577.0)
DOMINO'S PIZZA     EZV TH         525.3   (1,290.2)     96.9
DOMINO'S PIZZA     EZV GR         525.3   (1,290.2)     96.9
DOMINO'S PIZZA     DPZ US         525.3   (1,290.2)     96.9
DUN & BRADSTREET   DB5 GR       1,890.3   (1,042.3)    (29.9)
DUN & BRADSTREET   DB5 TH       1,890.3   (1,042.3)    (29.9)
DUN & BRADSTREET   DNB US       1,890.3   (1,042.3)    (29.9)
EASTMAN KODAK CO   KODN GR      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO   KODK US      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC    EDG US         883.8       (0.8)    409.2
EGALET CORP        EGLT US         14.4       (1.5)     (3.1)
ELEVEN BIOTHERAP   EBIO US          5.1       (6.1)     (2.9)
EMPIRE STATE -ES   ESBA US      1,122.2      (31.6)   (925.9)
EMPIRE STATE-S60   OGCP US      1,122.2      (31.6)   (925.9)
FAIRPOINT COMMUN   FRP US       1,599.9     (309.2)     34.3
FERRELLGAS-LP      FGP US       1,620.8     (101.2)     20.0
FERRELLGAS-LP      FEG GR       1,620.8     (101.2)     20.0
FIVE9 INC          FIVN US         56.3       (3.0)      1.1
FIVE9 INC          1F9 GR          56.3       (3.0)      1.1
FREESCALE SEMICO   1FS TH       3,100.0   (3,851.0)  1,244.0
FREESCALE SEMICO   1FS GR       3,100.0   (3,851.0)  1,244.0
FREESCALE SEMICO   FSL US       3,100.0   (3,851.0)  1,244.0
GENTIVA HEALTH     GTIV US      1,262.6     (300.2)     94.3
GENTIVA HEALTH     GHT GR       1,262.6     (300.2)     94.3
GLG PARTNERS INC   GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS   GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C   BRSS US        548.7       (3.4)    286.9
GLOBAL BRASS & C   6GB GR         548.7       (3.4)    286.9
GRAHAM PACKAGING   GRM US       2,947.5     (520.8)    298.5
GREENSHIFT CORP    VD4B GR          8.4      (39.6)    (41.2)
HALOZYME THERAPE   HALOZ GR       101.8      (20.0)     69.7
HALOZYME THERAPE   HALO US        101.8      (20.0)     69.7
HCA HOLDINGS INC   HCA US      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC   2BH GR      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC   2BH TH      28,831.0   (6,928.0)  2,342.0
HD SUPPLY HOLDIN   5HD GR       6,324.0     (764.0)  1,210.0
HD SUPPLY HOLDIN   HDS US       6,324.0     (764.0)  1,210.0
HORIZON PHARMA I   HZNP US        252.6      (49.1)     67.5
HORIZON PHARMA I   HPM TH         252.6      (49.1)     67.5
HORIZON PHARMA I   HPM GR         252.6      (49.1)     67.5
HOVNANIAN ENT-A    HOV US       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-A    HO3 GR       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-B    HOVVB US     1,787.3     (456.1)  1,131.9
HOVNANIAN-A-WI     HOV-W US     1,787.3     (456.1)  1,131.9
HUGHES TELEMATIC   HUTC US        110.2     (101.6)   (113.8)
HUGHES TELEMATIC   HUTCU US       110.2     (101.6)   (113.8)
INCYTE CORP        ICY TH         629.6     (193.1)    447.8
INCYTE CORP        ICY GR         629.6     (193.1)    447.8
INCYTE CORP        INCY US        629.6     (193.1)    447.8
INFOR US INC       LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC           IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI   ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU   JE CN        1,543.7     (199.3)    (12.4)
JUST ENERGY GROU   JE US        1,543.7     (199.3)    (12.4)
JUST ENERGY GROU   1JE GR       1,543.7     (199.3)    (12.4)
KATE SPADE & CO    KATE US        977.5      (32.5)    206.5
KATE SPADE & CO    LIZ GR         977.5      (32.5)    206.5
L BRANDS INC       LTD TH       7,198.0     (369.0)  1,324.0
L BRANDS INC       LB US        7,198.0     (369.0)  1,324.0
L BRANDS INC       LTD GR       7,198.0     (369.0)  1,324.0
LDR HOLDING CORP   LDRH US         77.7       (7.2)     10.3
LEAP WIRELESS      LWI GR       4,662.9     (125.1)    346.9
LEAP WIRELESS      LWI TH       4,662.9     (125.1)    346.9
LEAP WIRELESS      LEAP US      4,662.9     (125.1)    346.9
LEE ENTERPRISES    LEE US         820.2     (157.4)      9.9
LORILLARD INC      LO US        3,912.0   (2,161.0)    897.0
LORILLARD INC      LLV GR       3,912.0   (2,161.0)    897.0
LORILLARD INC      LLV TH       3,912.0   (2,161.0)    897.0
LUMENPULSE INC     LMP CN          29.4      (38.4)      3.5
LUMENPULSE INC     0L6 GR          29.4      (38.4)      3.5
MACROGENICS INC    MGNX US         42.0       (4.0)     11.7
MACROGENICS INC    M55 GR          42.0       (4.0)     11.7
MALIBU BOATS-A     M05 GR          57.2      (32.5)     (2.0)
MALIBU BOATS-A     MBUU US         57.2      (32.5)     (2.0)
MANNKIND CORP      NNF1 GR        258.6      (30.7)    (51.5)
MANNKIND CORP      MNKD US        258.6      (30.7)    (51.5)
MANNKIND CORP      NNF1 TH        258.6      (30.7)    (51.5)
MARRIOTT INTL-A    MAQ TH       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A    MAR US       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A    MAQ GR       6,794.0   (1,415.0)   (772.0)
MDC PARTNERS-A     MDZ/A CN     1,425.2     (128.1)   (189.8)
MDC PARTNERS-A     MD7A GR      1,425.2     (128.1)   (189.8)
MDC PARTNERS-A     MDCA US      1,425.2     (128.1)   (189.8)
MERITOR INC        MTOR US      2,497.0     (808.0)    337.0
MERITOR INC        AID1 GR      2,497.0     (808.0)    337.0
MERRIMACK PHARMA   MP6 GR         192.4      (43.1)    108.9
MERRIMACK PHARMA   MACK US        192.4      (43.1)    108.9
MIRATI THERAPEUT   26M GR          18.5      (24.3)    (25.3)
MIRATI THERAPEUT   MRTX US         18.5      (24.3)    (25.3)
MONEYGRAM INTERN   MGI US       4,786.9      (77.0)     85.2
MORGANS HOTEL GR   M1U GR         572.8     (172.9)      6.5
MORGANS HOTEL GR   MHGC US        572.8     (172.9)      6.5
MPG OFFICE TRUST   MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED   XWM GR       1,067.3     (146.1)    134.0
NATIONAL CINEMED   NCMI US      1,067.3     (146.1)    134.0
NAVISTAR INTL      IHR GR       7,654.0   (3,877.0)    645.0
NAVISTAR INTL      NAV US       7,654.0   (3,877.0)    645.0
NAVISTAR INTL      IHR TH       7,654.0   (3,877.0)    645.0
NEKTAR THERAPEUT   ITH GR         434.5      (89.9)    159.7
NEKTAR THERAPEUT   NKTR US        434.5      (89.9)    159.7
NEXSTAR BROADC-A   NXST US      1,163.7      (13.2)    117.2
NEXSTAR BROADC-A   NXZ GR       1,163.7      (13.2)    117.2
NORTHWEST BIO      NWBO US          7.6      (14.3)     (9.7)
NORTHWEST BIO      NBYA GR          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT   NYMX US          1.1       (5.9)     (2.3)
OCI PARTNERS LP    OP0 GR         460.3      (98.7)     79.8
OCI PARTNERS LP    OCIP US        460.3      (98.7)     79.8
OMEROS CORP        OMER US         16.5      (18.4)      2.9
OMEROS CORP        3O8 GR          16.5      (18.4)      2.9
OMTHERA PHARMACE   OMTH US         18.3       (8.5)    (12.0)
OPOWER INC         38O GR          63.1       (6.3)    (11.9)
OPOWER INC         OPWR US         63.1       (6.3)    (11.9)
OPOWER INC         38O TH          63.1       (6.3)    (11.9)
OVERSEAS SHIPHLD   OSGIQ US     3,644.5      (60.2)    439.5
PALM INC           PALM US      1,007.2       (6.2)    141.7
PHIBRO ANIMAL HE   PAO GR         480.8      (63.5)    179.9
PHIBRO ANIMAL HE   PAO EU         480.8      (63.5)    179.9
PHIBRO ANIMAL HE   PAHC LN        480.8      (63.5)    179.9
PHIBRO ANIMAL-A    PAHC US        480.8      (63.5)    179.9
PHIBRO ANIMAL-A    PB8 GR         480.8      (63.5)    179.9
PHILIP MORRIS IN   PM1EUR EU   36,137.0   (7,157.0)    854.0
PHILIP MORRIS IN   PM FP       36,137.0   (7,157.0)    854.0
PHILIP MORRIS IN   4I1 TH      36,137.0   (7,157.0)    854.0
PHILIP MORRIS IN   4I1 GR      36,137.0   (7,157.0)    854.0
PHILIP MORRIS IN   PM1 TE      36,137.0   (7,157.0)    854.0
PHILIP MORRIS IN   PM1 EU      36,137.0   (7,157.0)    854.0
PHILIP MORRIS IN   PMI SW      36,137.0   (7,157.0)    854.0
PHILIP MORRIS IN   PM1CHF EU   36,137.0   (7,157.0)    854.0
PHILIP MORRIS IN   PM US       36,137.0   (7,157.0)    854.0
PLAYBOY ENTERP-A   PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B   PLA US         165.8      (54.4)    (16.9)
PLUG POWER INC     PLUG US         35.4      (15.5)     11.1
PLUG POWER INC     PLUN TH         35.4      (15.5)     11.1
PLUG POWER INC     PLUN GR         35.4      (15.5)     11.1
PLY GEM HOLDINGS   PGEM US      1,042.3      (52.0)    175.8
PLY GEM HOLDINGS   PG6 GR       1,042.3      (52.0)    175.8
PROTALEX INC       PRTX US          1.2       (8.6)      0.6
PROTECTION ONE     PONE US        562.9      (61.8)     (7.6)
QUICKSILVER RES    KWK US       1,369.7   (1,006.0)    259.2
QUINTILES TRANSN   Q US         3,066.8     (667.5)    463.4
QUINTILES TRANSN   QTS GR       3,066.8     (667.5)    463.4
RE/MAX HOLDINGS    RMAX US        252.0      (22.5)     39.1
RE/MAX HOLDINGS    2RM GR         252.0      (22.5)     39.1
REGAL ENTERTAI-A   RETA GR      2,704.7     (715.3)    (41.3)
REGAL ENTERTAI-A   RGC US       2,704.7     (715.3)    (41.3)
RENAISSANCE LEA    RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC       PRM US         208.0      (91.7)      3.6
RETROPHIN INC      17R GR          21.4       (5.8)    (10.3)
RETROPHIN INC      RTRX US         21.4       (5.8)    (10.3)
REVANCE THERAPEU   RTI GR          18.9      (23.7)    (28.6)
REVANCE THERAPEU   RVNC US         18.9      (23.7)    (28.6)
REVLON INC-A       REV US       2,123.9     (596.5)    246.4
REVLON INC-A       RVL1 GR      2,123.9     (596.5)    246.4
RITE AID CORP      RAD US       6,944.9   (2,113.7)  1,777.7
RITE AID CORP      RTA GR       6,944.9   (2,113.7)  1,777.7
RURAL/METRO CORP   RURL US        303.7      (92.1)     72.4
SABRE CORP         19S GR       4,755.7     (317.7)   (273.6)
SABRE CORP         SABR US      4,755.7     (317.7)   (273.6)
SALLY BEAUTY HOL   S7V GR       2,060.1     (291.2)    689.5
SALLY BEAUTY HOL   SBH US       2,060.1     (291.2)    689.5
SILVER SPRING NE   9SI TH         516.4      (78.1)     95.5
SILVER SPRING NE   9SI GR         516.4      (78.1)     95.5
SILVER SPRING NE   SSNI US        516.4      (78.1)     95.5
SMART TECHNOL-A    2SA TH         374.2      (29.4)     71.6
SMART TECHNOL-A    SMT US         374.2      (29.4)     71.6
SMART TECHNOL-A    SMA CN         374.2      (29.4)     71.6
SPORTSMAN'S WARE   SPWH US        265.0     (128.6)     76.1
SPORTSMAN'S WARE   06S GR         265.0     (128.6)     76.1
SUNESIS PHARMAC    RYIN GR         40.5       (6.2)      6.5
SUNESIS PHARMAC    RYIN TH         40.5       (6.2)      6.5
SUNESIS PHARMAC    SNSS US         40.5       (6.2)      6.5
SUNGAME CORP       SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC      SVU US       4,374.0     (738.0)     52.0
SUPERVALU INC      SJ1 GR       4,374.0     (738.0)     52.0
SUPERVALU INC      SJ1 TH       4,374.0     (738.0)     52.0
THRESHOLD PHARMA   THLD US        104.1      (23.5)     59.0
TRANSDIGM GROUP    TDG US       6,292.5     (234.2)    882.4
TRANSDIGM GROUP    T7D GR       6,292.5     (234.2)    882.4
TRINET GROUP INC   TN3 GR       1,434.7     (270.4)     65.1
TRINET GROUP INC   TNET US      1,434.7     (270.4)     65.1
ULTRA PETROLEUM    UPL US       2,785.3     (331.5)   (278.8)
ULTRA PETROLEUM    UPM GR       2,785.3     (331.5)   (278.8)
UNISYS CORP        USY1 TH      2,399.2     (659.6)    421.4
UNISYS CORP        USY1 GR      2,399.2     (659.6)    421.4
UNISYS CORP        UISEUR EU    2,399.2     (659.6)    421.4
UNISYS CORP        UIS1 SW      2,399.2     (659.6)    421.4
UNISYS CORP        UIS US       2,399.2     (659.6)    421.4
UNISYS CORP        UISCHF EU    2,399.2     (659.6)    421.4
VARONIS SYSTEMS    VRNS US         33.7       (1.5)      1.8
VARONIS SYSTEMS    VS2 GR          33.7       (1.5)      1.8
VECTOR GROUP LTD   VGR GR       1,260.2      (21.6)    183.3
VECTOR GROUP LTD   VGR US       1,260.2      (21.6)    183.3
VENOCO INC         VQ US          695.2     (258.7)    (39.2)
VERISIGN INC       VRS TH       2,609.3     (457.6)   (253.6)
VERISIGN INC       VRSN US      2,609.3     (457.6)   (253.6)
VERISIGN INC       VRS GR       2,609.3     (457.6)   (253.6)
VINCE HOLDING CO   VNC GR         470.3     (181.2)   (158.1)
VINCE HOLDING CO   VNCE US        470.3     (181.2)   (158.1)
VIRGIN MOBILE-A    VM US          307.4     (244.2)   (138.3)
VISKASE COS I      VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS    WTW US       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS    WW6 GR       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS    WW6 TH       1,408.9   (1,474.6)    (30.1)
WEST CORP          WSTC US      3,544.1     (709.4)    405.3
WEST CORP          WT2 GR       3,544.1     (709.4)    405.3
XERIUM TECHNOLOG   XRM US         624.1      (11.4)    107.5
XOMA CORP          XOMA US        134.8       (4.0)     97.4
YRC WORLDWIDE IN   YRCW US      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN   YEL1 GR      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN   YEL1 TH      2,064.9     (597.4)    213.3



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***