TCR_Public/140501.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 1, 2014, Vol. 18, No. 119

                            Headlines

148 WEST: Files Schedules of Assets and Liabilities
148 WEST: June 18 Hearing on Motion to Sell Real Property
148 WEST: Proposes June 10 as Claims Bar Date
148 WEST: SBC 2010-1 Seeks Compliance With Accord, Sale
24 HOUR FITNESS: S&P Affirms 'B' CCR & Rates $1BB Debt 'B+'

ABILITY NETWORK: Moody's Assigns 'B3' Corporate Family Rating
ACADEMIC MANAGEMENT: Case Summary & 4 Top Unsecured Creditors
ACME HOLDING: Case Summary & 2 Unsecured Creditors
AFFINION GROUP: Moody's Affirms 'Caa1' Corporate Family Rating
AINSWORTH LUMBER: S&P Keeps 'B-' CCR on CreditWatch Positive

ALBAUGH INC: S&P Assigns 'B+' CCR & Rates $400MM Loan 'BB-'
ALLIANT TECHSYSTEMS: Merger Deal No Impact on Moody's 'Ba2' CFR
ALLONHILL LLC: May Pursue Appeal in Aurora Bank Litigation
ALLONHILL LLC: Files Schedules of Assets and Liabilities
AMARU INC: Incurs $2.5 Million Net Loss in 2013

AMERICAN CAPITAL: Fitch Affirms 'BB-' Issuer Default Rating
BAPTIST HOME: Meeting to Form Creditors' Panel on May 5
BERRY PLASTICS: Appoints Two Directors to Board
BIOFUELS POWER: Incurs $606,000 Net Loss in 2013
BRUSH CREEK AIRPORT: Creditors Have Until June 4 to File Claims

BUTLER MERGER: S&P Assigns 'B' CCR & Rates $200MM Debt 'B'
CAESARS ENTERTAINMENT: Fitch Cuts Issuer Default Rating to 'CC'
CAFE RED ONION: Voluntary Chapter 11 Case Summary
CENTRAL ENERGY: Incurs $521,000 Net Loss in 2013
CHARTER COMMUNICATION: Fitch Affirms 'BB-' Issuer Default Rating

COATES INTERNATIONAL: Incurs $2.7 Million Net Loss in 2013
COLDWATER CREEK: Judge Approves Deal Governing Liquidation Sales
COMMUNICATION INTELLIGENCE: Incurs $8.1 Million Loss in 2013
CONNECTEDU INC: Educational Tech Company Files for Chapter 11
CONNECTEDU INC: Case Summary & 20 Largest Unsecured Creditors

CONSTELLATION BRANDS: Moody's Affirms 'Ba1' Corp. Family Rating
COPYTELE INC: Releases Provisions of Certificate of Incorporation
CRYOPORT INC: Completes Issuance of $1.7 Million Notes
CYCLONE POWER: Incurs $3.8 Million Net Loss in 2013
DELL INC: S&P Affirms 'BB-' CCR & Revises Outlook to Positive

DETROIT, MI: Parties Appeal Orders Approving Financing, UBS Deal
DIGERATI TECH: Sale Procedures for Hurley & Dishon Units Okayed
DR. TATTOFF: Incurs $4.3 Million Net Loss in 2013
EAGLE BULK: Amends Waiver & Forbearance Agreement
EDISON MISSION: Parent's Earnings Rise After Sale of Bankrupt Biz

EL PASO PIPELINE: Moody's Rates New $600MM Senior Notes 'Ba1'
EAT AT JOE'S: Incurs $1.4 Million Net Loss in 2013
ELITE PHARMACEUTICALS: Lincoln Park to Sell $41.6MM Common Shares
ENERGY FUTURE: Heads to Court to Line Up Bankruptcy Financing
ENERGY FUTURE: Bankruptcy Filing Boosts US Defaults, Fitch Says

ENERGY FUTURE: Moody's Lowers Probability Default Rating to D-PD
ENVISION SOLAR: Incurs $2.8 Million Net Loss in 2013
ESSAR STEEL: Moody's Assigns 'Caa1' Corporate Family Rating
EXPERIENCE INC: Case Summary & 8 Largest Unsecured Creditors
FREESCALE SEMICONDUCTOR: Fitch Hikes Issuer Default Rating to 'B-'

HARROGATE INC: Fitch Affirms 'BB+' Rating on $11.3MM Revenue Bonds
HOPKINS COUNTY HOSP: Moody's Cuts Rating on $22.7MM Bonds to B1
GLW EQUIPMENT: U.S. Trustee Wants Dismissal or Conversion
GLW EQUIPMENT: Court Allows Use of Cash Collateral
GLYECO INC: Reports $4 Million 2013 Net Loss

GO DADDY: S&P Revises Outlook to Stable & Affirms 'B' CCR
GOLDKING HOLDINGS: Court Okays Claro Group as Panel's Advisor
GREEN FIELD ENERGY: Deadline for Filing Admin Claims Set
GULFPORT ENERGY: S&P Hikes Unsecured Debt Rating to B-, Off Watch
HARRIS LAND: Case Summary & 14 Largest Unsecured Creditors

HEDWIN CORP: Fujimori to Buy Biz for $16.5MM; Auction on May 9
HOUSTON REGIONAL: Files Amended Schedules of Assets & Liabilities
INNOVATION VENTURES: S&P Alters Outlook to Stable, Affirms B- CCR
JAMESPORT DEVELOPMENT: Retains GA Keen Realty to Sell Land
JASON INC: S&P Lowers CCR to 'B' & Removes From CreditWatch

JJC CORPORATION: Case Summary & 11 Largest Unsecured Creditors
JOSHUA HILL: Voluntary Chapter 11 Case Summary
JT REMODELING: Voluntary Chapter 11 Case Summary
JUMP OIL: Court Dismisses Chapter 11 Bankruptcy Case
KIDSPEACE CORP: Asks Court to Remove KPGA From Joint Cases

KRATOS DEFENSE: S&P Revises Outlook to Stable & Affirms 'B' CCR
LEHMAN BROTHERS: Helios Books Reserve Related to Class Action
LEHMAN BROTHERS: Hudson City Bank Hikes Reserve After Court Ruling
LIFEGUARD AMBULANCE: Case Summary & 10 Unsecured Creditors
LIME ENERGY: Incurs $18.5 Million Net Loss in 2013

LOYOLA MANAGEMENT: Case Summary & 9 Unsecured Creditors
MAPSON FREIGHT: Case Summary & 20 Largest Unsecured Creditors
MATTRESS FIRM: Acquisition Deal No Impact on Moody's 'B2' Rating
MCC FUNDING: Asks Court to Dismiss Chapter 11 Case
MI PUEBLO: May 14 Hearing on Victory Park-Sponsored Plan

MILLENNIUM INORGANIC: S&P Withdraws 'BB-' CCR Over Debt Repayment
MOUNTAIN CHINA: Bank Loan Default Casts Going Concern Doubt
NAB HOLDINGS: S&P Affirms 'BB-' CCR on Proposed Dividend Recap
NAKNEK ELECTRIC: Court Approves $60,000 Accord With Delta Western
NAKNEK ELECTRIC: Seeks Final Decree Closing Chapter 11 Case

OAK FORD PARTNERS: Case Summary & 20 Largest Unsecured Creditors
ORBITAL SCIENCES: S&P Puts 'BB+' CCR on CreditWatch Negative
OVERSEAS SHIPHOLDING: Equity Panel Can Hire Rothschild as Counsel
OVERSEAS SHIPHOLDING: Equity Panel Can Employ Brown Rudnick
PAN AMERICAN: Delays Filing Fiscal 2013 Financial Statements

PILGRIM'S PRIDE: S&P Raises CCR to 'BB' on Lower Debt
PREMIER JETS: Case Summary & 20 Largest Unsecured Creditors
PRIMO CORPORATION: Case Summary & 20 Largest Unsecured Creditors
PRIMROSE VILLA: Case Summary & 5 Largest Unsecured Creditors
REEMA HOSPITALITY: Case Summary & 2 Unsecured Creditors

RESTORA HEALTHCARE: Patient Ombudsman Taps Bryan Cave as Counsel
RESTORA HEALTHCARE: Files Schedules of Assets and Liabilities
RIVER-BLUFF: Files Schedules of Assets and Liabilities
RIVERWALK JACKSONVILLE: Case Summary & 5 Top Unsecured Creditors
SAN BERNARDINO, CA: Settles Disputes with Landmark, Norstar

SBARRO LLC: Agrees to Pay Unsecured Creditors $1.25 Million
SBARRO LLC: Wins Final OK of $20MM Cantor Fitzgerald DIP Loan
SBARRO LLC: Kirkland Approved as Bankruptcy Counsel
SBARRO LLC: May Hire PwC as Auditors and Tax Consultants
SBARRO LLC: Sierra Liquidity Buying Claims

SCOOTER STORE: Wants to Designate Philip J. Gund as CRO
SHREE JAI: Case Summary & 4 Largest Unsecured Creditors
SMITHFIELD FOODS: S&P Affirms 'BB-' CCR & Removes From CreditWatch
SORENSON COMMUNICATIONS: Emerges From Chapter 11 Bankruptcy
SOUNDVIEW ELITE: Trustee Can Tap Kinetic Partners as Consultant

SUNCOKE ENERGY: S&P Lowers Rating on Sr. Unsecured Notes to 'B+'
TLO LLC: Bankruptcy Court Approves Name Change to "TLFO LLC"
TLO LLC: Hearing on Ver Ploeg Employment Continued to May 13
TLO LLC: Technology Investors Urges Approval of Plan
TOOLS INC: Case Summary & 20 Largest Unsecured Creditors

TOWNCENTER CROSSINGS: Case Summary & 4 Unsecured Creditors
UTEX INDUSTRIES: S&P Affirms 'B' Corp. Credit Rating
VERMILLION INC: Gets Permit to Open Clinic in Texas
VERTICAL COMPUTER: Incurs $3.1 Million Net Loss in 2013
VIGGLE INC: Amends 2.1 Million Common Shares Prospectus

WALKER LAND: Seeks Exclusivity Extension; To File Plan by June 2
WALKER LAND: Creditors' Panel Hires Davidson Backman as Counsel
WALKER LAND: Creditors' Panel Taps Davidson Gray as Counsel
WASHINGTON MUTUAL: Trust Announces Distribution of Runoff Notes
WASHINGTON MUTUAL: Trust Announces Distribution of Runoff Notes

WASTE INDUSTRIES: Moody's Affirms 'B1' Corporate Family Rating
WINTHROP REALTY: To Seek Shareholder Approval of Liquidation Plan
WVSV HOLDINGS: 10K LLC Says Plan Effective Date to Occur by May 6

* Simon Ray & Winikka Comments on Energy Future Bankruptcy
* Vancouver to Sell Bankrupt Olympic Village for C$91 million
* Fitch Completes Review of 7 Business Development Companies

* Peter Andrews & Craig Springer Launches New Securities Law Firm
* WWR Selects Scott D. Fink as New Bankruptcy Business Unit Leader

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


148 WEST: Files Schedules of Assets and Liabilities
---------------------------------------------------
148 West 142 Street Corp., filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,300,000
  B. Personal Property              $822,411
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,518,982

  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $7,756,840
                                 -----------      -----------
        Total                    $11,122,411      $11,275,822

A copy of the schedules is available for free at
http://bankrupt.com/misc/148WEST_10_sal.pdf

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

No Committee of Unsecured Creditors has been appointed.


148 WEST: June 18 Hearing on Motion to Sell Real Property
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on June 18, 2014, at 10:00 a.m., to
consider 148 West 142 Street Corp.'s motion to:

   -- sell real property located at and known as
      148-158 West 142nd Street, New York City; and

   -- authorize payment to the secured creditors, well as
      the broker's commission at the closing.

Objections, if any, are due seven days prior to the hearing.

According to the Debtor, the property has a fair market value of
not less than $9,350,000.  Chase holds a first priority secured
lien against the property in the appropriate amount of $2,454,000.
The City of New York, Department of Finance also holds a mortgage
against the property in the approximate amount of $1,088,000.  In
addition, SBC 2010-1, LLC holds a judgment lien against the
Debtor's stockholders -- Allen Morton and Patsy Morton, who are
collectively 100 percent shareholders of the Debtor -- in the sum
of $7,711,019, securing SBC's interest against the stockholders
equity interest in the property.

On March 21, Guy T. Parisi, Esq., the appointed receiver of the
property, entered into a contract of sale to sell the property to
CRP Partners I, LLC for a total price of $9,350,000. Massey Knakal
realty Services serves as the receiver's broker, and is entitled
to abroker's commission  in the amount of four percent pursuant to
the contract.

The Debtor also seek to satisfy the Chase and NYC mortgage
obligation, well as the SBC claim in full from the sale proceeds
of the property.  The total amount due to Chase NYC, together with
the claim of SBC, is in the appropriate amount of $8,442,000

148 West 142 Street Corp. filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22484) on April 10, 2014.  Patsy J.
Morton signed the petition as secretary/treasurer.  The Debtor
disclosed $11,122,411 in assets and $11,275,822 in liabilities as
of the Chapter 11 filing.  Judge Robert D. Drain oversees the
case.  Alter & Brescia, LLP, is the Debtor's counsel.

No Committee of Unsecured Creditors has been appointed.


148 WEST: Proposes June 10 as Claims Bar Date
---------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on May 7, 2014, to consider 148 West 142
Street Corp.'s motion to set June 10, as the last day for all
creditors to file proofs of claim.

148 West 142 Street Corp. filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22484) on April 10, 2014.  Patsy J.
Morton signed the petition as secretary/treasurer.  The Debtor
disclosed $11,122,411 in assets and $11,275,822 in liabilities as
of the Chapter 11 filing.  Judge Robert D. Drain oversees the
case.  Alter & Brescia, LLP, is the Debtor's counsel.

No Committee of Unsecured Creditors has been appointed.


148 WEST: SBC 2010-1 Seeks Compliance With Accord, Sale
-------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on May 2, 2014,
at 10:00 a.m., to consider SBC 2010-1, LLC's motion to:

   -- compel 148 West 142 Street Corp., to comply with the
      settlement agreement relating to the sale of the property
      owned by the Debtor located at and known as 148-158 West
      142nd Street, New York City;

   -- schedule a hearing on the sale motion on or before
      May 23, 2014, and

   -- direct the Debtor and the Mortons to stop interfering
      with the contract of sale to CRP Partners I LLC in
      the amount of $9,350,000.

SBC holds a judgment against Patsy Morton, Allen Morton and
Squadron VCD, LLC, in an amount in excess of $7.7 million.

Kenneth S. Yudell, Esq., at Aronauer, Re & Yudell, LLP, on behalf
of SBC 2010-1, LLC, told the Court that in an attempt to collect
the amounts owing under the judgment, SBC brought an action in the
Supreme Court of the State of New York, County of Westchester,
seeking, among other things, to undo certain fraudulent
conveyances and for assistance in the collection and sale of
various assets owned by the Mortons.

Guy Parisi, Esq. -- receiver of various property owned and
controlled by the Mortons and the purchaser -- entered into a
contract of sale on March 21, 2014, and the purchaser deposited a
down payment in the amount of $935,000 in escrow with the
receiver's counsel.

On April 10, SBC and the Mortons entered into a settlement
agreement to resolve the amounts due under the judgment and to
settle a variety of litigation between the parties.

On April 21, the Debtor filed a motion to approve the sale of the
property to the purchaser.  In addition, it appears that the
Debtor has hired a broker to market the property for sale.

Mr. Yudell asserted that none of the provisions of the settlement
agreement provide for an auction process, the solicitation of
other bids or the marketing of the property for sale by another
broker.

                  About 148 West 142 Street Corp.

148 West 142 Street Corp. filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22484) on April 10, 2014.  Patsy J.
Morton signed the petition as secretary/treasurer.  The Debtor
disclosed $11,122,411 in assets and $11,275,822 in liabilities as
of the Chapter 11 filing.  Judge Robert D. Drain oversees the
case.  Alter & Brescia, LLP, is the Debtor's counsel.

No Committee of Unsecured Creditors has been appointed.


24 HOUR FITNESS: S&P Affirms 'B' CCR & Rates $1BB Debt 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B'
corporate credit rating on California-based 24 Hour Fitness
Worldwide Inc.  The outlook is stable.

At the same time, S&P assigned 24 Hour's proposed $150 million
revolving credit facility and $850 million term loan its 'B+'
issue-level rating, with a recovery rating of '2', indicating
S&P's expectations for substantial (70% to 90%) recovery for
lenders in the event of default.

24 Hour Holdings III LLC will be the initial borrower of the
credit facilities.  Upon completion of the acquisition, 24 Hour
Fitness Worldwide will be merged with 24 Hour Holdings III, and 24
Hour Fitness Worldwide will be the surviving entity.

The rating reflects S&P's assessment of 24 Hour's business risk
profile as "fair" and the financial risk profile as "highly
leveraged," as defined in S&P's criteria.  S&P's business risk
assessment reflects the competitive nature of the fitness club
operating environment, low barriers to entry, high customer
attrition, vulnerability to economic cycles, and exposure to
consumer discretionary spending, which can be volatile.  However,
S&P believes 24 Hour's geographic diversity and solid market
position, with club clusters in several metropolitan areas,
partially offset these factors.

S&P's financial risk profile assessment reflects its expectation
for operating lease-adjusted leverage to remain at about 6x for
the intermediate term.  Although adjusted leverage will rise
slightly above 6x as a result of this transaction, S&P believes
leverage will drop to just below 6x in 2015 as a result of modest
EBITDA growth, fueled in part by 24 Hour's continued increases in
membership pricing and geographic expansion.

24 Hour Fitness plans to use proceeds from the proposed credit
facility and an expected senior unsecured note offering to
refinance $1.08 in existing debt, to finance its purchase from
Forstmann Little, and to add approximately $40 million in cash to
its balance sheet.

24 Hour has an "adequate" liquidity profile, according to S&P's
criteria.  S&P expects sources of liquidity to exceed uses by more
than 1.2x, and that sources would exceed uses even if S&P's
forecasted EBITDA declined by 15%.  The stable outlook reflects
S&P's belief that membership trends, including total members and
attrition, will remain fairly stable for the intermediate term and
that the company will not undertake significant leverage in the
near term.  S&P believes these trends will help maintain adjusted
leverage at about 6x and adjusted interest coverage in the mid-2x
area.

S&P could lower our ratings if membership trends deteriorate
meaningfully, resulting in adjusted leverage rising to the mid-6x
area or remaining above 6x for the intermediate term.  S&P would
also consider lowering the ratings if the company were unable to
fund its growth initiatives internally.

Higher ratings are unlikely given the likelihood that 24 Hour will
maintain an aggressive club expansion strategy.  However, S&P
could raise the ratings if EBITDA growth results in leverage
sustained below 5x and FFO to debt above 12%.  A higher rating
also would depend on S&P's expectation that AEA and Teacher's
Private Capital would not engage in any significant leveraging
transactions and that the company would fund expansion through
internally generated funds.


ABILITY NETWORK: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to Ability Network Inc.
Moody's also assigned B2 (LGD 3, 35%) ratings to the company's
proposed senior secured first lien credit facilities, including a
$200 million senior secured first lien term loan and a $20 million
senior secured first lien revolver. At the same time, Moody's
assigned a Caa2 (LGD 5, 88%) rating to the company's proposed $80
million senior secured second lien term loan. This is the first
time Moody's has publicly rated Ability Network Inc. The outlook
for the ratings is stable.

The proceeds from the financing will be used, along with a common
equity contribution, to finance the acquisition of Ability by
Summit Partners, L.P. for a purchase price of approximately $550
million, and pay transaction fees and expenses. As part of the
transaction, Summit and other existing investors, including Bain
Capital Ventures and management, will contribute approximately
$283 million of common equity, representing approximately 50% of
the company's total capitalization.

All ratings are subject to review of final documentation.

Moody's assigned the following ratings:

Ability Network Inc.:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $20 million senior secured first lien revolving credit facility
  at B2 (LGD 3, 35%)

  $200 million senior secured first lien term loan at B2 (LGD 3,
  35%)

  $80 million senior secured second lien term loan at Caa2
  (LGD 5, 88%)

Ratings Rationale

Ability's B3 Corporate Family Rating reflects the company's very
small absolute size based on revenue and earnings, very high
financial leverage, and the short-term nature of the company's
contracts. However, the company's credit profile benefits from its
leading market position in providing web-based network
connectivity between healthcare providers and the Center for
Medicare and Medicaid Services (CMS), and its strong customer
diversity and historically high client retention rates. The rating
also benefits from good cross-selling opportunities of the
company's workflow products and the lack of direct Medicare
reimbursement risk. In addition, Moody's believes that the company
benefits from high barriers to entry due to the mandatory approval
by CMS required to operate as a Network Service Vendor (NSV), as
well as from the considerable time and investment required to
build a secure national network which is difficult to replicate.

On a pro forma basis for the LBO financing, Moody's estimates that
pro forma adjusted debt to EBITDA is approximately 9 times ,
including management's estimate for acquisition-related cost
synergies. However, Moody's expects the company's financial
leverage to be reduced to the 7 times range over the next 12 to 18
months due to EBITDA growth and debt reduction. Moody's also
acknowledges the significant cash equity contribution made by the
sponsor and other rollover investors as part of the LBO
transaction.

The stable outlook reflects Moody's expectation that Ability will
continue to maintain its solid market position. It also reflects
Moody's view that, given the highly-recurring nature of revenues,
Ability will continue to generate consistent levels of
profitability (EBITDA margins in the mid-40% range) and improving
free cash flow over the next 12 to 18 months.

The ratings could be downgraded if the company faces top-line and
earnings pressure such that operating margins, cash flow, or
sources of liquidity deteriorate. In addition, the ratings could
be lowered if financial leverage is not brought down meaningfully
over the next 12 to 18 months, or if the company engages in
material debt-financed shareholder initiatives.

The ratings could be upgraded if Ability sustains revenue and
profit growth that would enable the company to reduce its debt-to-
EBITDA to below 5.5 times.

Headquartered in Minneapolis, Minnesota, Ability Network Inc. is a
leading Software as a Service (SaaS) provider of web-based network
connectivity between Medicare Part A healthcare providers (i.e.
hospitals, skilled nursing facilities, home health vendors, etc.)
and CMS. Ability's connectivity platform enables its provider
customers to more easily and efficiently manage their Medicare
workflow, including reimbursement and accounts receivable. The
company generated pro forma revenues of approximately $73 million
for the year ended December 31, 2013.


ACADEMIC MANAGEMENT: Case Summary & 4 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Academic Management Systems, Inc.
        1408 Sweethome Road, Suite 12
        Amherst, NY 14228

Case No.: 14-11239

Chapter 11 Petition Date: 14-11239

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

Debtor's Counsel: Wojciech F Jung, Esq.
                  LOWENSTEIN SANDLER LLP
                  1251 Avenue of the Americas
                  New York, NY 10020
                  Tel: (212)262-6700
                  Fax: (973)597-2465
                  Email: wjung@lowenstein.com

                    - and -

                  Sharon L. Levine, Esq.
                  LOWENSTEIN SANDLER LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2374
                  Fax: (973) 597-2375
                  Email: slevine@lowenstein.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark D. Podgainy, chief restructuring
officer.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-11239.pdf


ACME HOLDING: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Acme Holding Company, Inc.
        PO Drawer A
        Mulberry, AR 72947

Case No.: 14-71315

Chapter 11 Petition Date: April 29, 2014

Court: United States Bankruptcy Court
       Western District of Arkansas (Fort Smith)

Judge: Hon. Ben T Barry

Debtor's Counsel: Stanley V Bond, Esq.
                  BOND LAW OFFICE
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  Email: attybond@me.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alexander "Lex" P. Golden, III, chief
executive officer.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/arwb14-71315.pdf

Another filing was made on the same day for Acme Holding (Case No.
14-71316).


AFFINION GROUP: Moody's Affirms 'Caa1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Affinion Group Holdings'
Corporate Family Rating and Probability of Default at Caa1 and
Caa1-PD, and assigned B1 (LGD 2, 11%) and B3 (LGD 3, 40%)
respective facility ratings to Affinion Group Inc.'s new first and
second lien debt. Proceeds will be used to refinance a similar
(roughly $1.15 billion) amount of existing first lien term loan
and revolver debt. Moody's affirmed the Caa3 ratings on senior
notes at Affinion Holdings and Affinion Investments, as well as
the Caa2 ratings on senior unsecured notes at operating company
Affinion Group, Inc. Moody's affirmed Affinion's SGL-3 liquidity
ratings. The rating outlook remains negative.

Ratings Rationale

Moody's views the transactions as credit-neutral, because the
higher interest cost on the second-lien debt outweighs the modest
reduction in first lien debt. The transactions represent the
furtherance of the company's efforts, begun late last year, to
push out debt maturities and to provide a temporal runway for
Affinion to manage the transformation of its business, which is
becoming increasingly reliant on the faster growing loyalty and
international segments. The transaction reduces first-lien debt
but adds, by an equivalent amount, a second lien term loan that
matures in late 2018, and extends the maturities of existing
revolver and term loan facilities into 2018 (from early 2015 and
late 2016).

The negative outlook reflects Moody's view that Affinion's debt-
to-EBITDA leverage will remain extremely high, and will likely
even increase slightly going forward, with the 14.5% PIK feature
on the holding company notes. Further, the company faces an uphill
challenge in its business transformation, which includes fostering
the loyalty segment's growth and increasing penetration into
overseas markets. There are, moreover, ongoing legal challenges
that could increase and could prove costly to manage.

What Could Change the Ratings -- Down

The ratings could be downgraded if Affinion's operations fail to
stabilize, to the degree anticipated, during 2014, as evidenced by
an acceleration in revenue weakness or a drifting of debt-to-
EBITDA beyond current levels.

What Could Change the Ratings -- Up

While the company's first-quarter 2014 results suggest signs of
stabilization in the overall business, Moody's believes further
evidence of operational stability may be necessary before the
outlook is revised. A reversal in Affinion's revenue softness,
generating a marked improvement in free cash flow and leverage,
could lead to a ratings upgrade.

Assignments:

Affinion Group, Inc.

Senior secured revolver and first lien term loan: B1, LGD2, 11 %

Senior secured second lien term loan: B3, LGD3, 40 %

Outlook Actions:

Affinion Group Holdings, Inc.

Outlook, Remains Negative

Affinion Group, Inc.

Outlook, Remains Negative

Affirmations:

Affinion Group Holdings, Inc.

  Senior Secured Regular Bond/Debenture Sep 15, 2018, Affirmed
  Caa3, LGD5, 89%

  Senior Unsecured Regular Bond/Debenture Nov 15, 2015, Affirmed
  Caa3, LGD5, 89%

Affinion Group, Inc.

  Senior Unsecured Regular Bond/Debenture Dec 15, 2018, Affirmed
  Caa2, LGD4, 67%

Affinion Investments, LLC

  Senior Subordinated Regular Bond/Debenture Aug 15, 2018,
  Affirmed Caa3, LGD5, 89%

Withdrawals:

Affinion Group, Inc.

  Senior secured revolver and first lien term loan due 2015 and
  2016, previously rated B1, LGD2, 21 %


AINSWORTH LUMBER: S&P Keeps 'B-' CCR on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings on
Vancouver-based Ainsworth Lumber Co. Ltd., including its 'B-'
corporate credit rating, on CreditWatch, where they were placed
with positive implications Sept. 5, 2013.  The ratings were placed
on CreditWatch following the announcement of a signed deal whereby
Louisiana-Pacific Corp. (LP; BB/Positive/--) will acquire all
shares outstanding of Ainsworth.

"Our ratings on Ainsworth remain on CreditWatch because LP's
proposed acquisition of Ainsworth remains subject to regulatory
review," said Standard & Poor's credit analyst Rahul Arora.

There have been several extensions because of continued
discussions with regulators in the U.S. and Canada; however, S&P
expects the transaction to close in the second quarter of 2014.

"Assuming the deal closes on terms generally consistent with those
proposed in September 2013, including projected debt levels, we
plan to resolve the CreditWatch on close of the transaction," Mr.
Arora added.

At that time, S&P would raise the corporate credit rating on
Ainsworth in line with its corporate credit rating on LP and
subsequently withdraw the long-term corporate credit rating on
Ainsworth.  S&P will also reassess the issue-level rating on
Ainsworth's senior secured note at the close of the transaction.


ALBAUGH INC: S&P Assigns 'B+' CCR & Rates $400MM Loan 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Albaugh Inc.  At the same time, S&P assigned a
'BB-' issue-level rating to the company's proposed $400 million
senior secured credit facilities, with a recovery rating of '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
in the event of payment default.  All ratings are based on
preliminary terms and conditions.  The outlook is stable.

The company will use the proposed debt issuance to refinance
existing indebtedness, pay transaction fees and expenses, and fund
cash to the balance sheet for general corporate purposes.  S&P
expects that the $100 million revolving credit facility will be
modestly drawn at close of transaction.

"The ratings on Albaugh reflects the company's relatively limited
product diversification, susceptibility to the vagaries of weather
patterns, relatively low EBITDA margins, and our expectations for
weak free operating cash flow in 2014," said Standard & Poor's
credit analyst Daniel Krauss.  Somewhat offsetting this is the
company's satisfactory geographic diversity, S&P's expectations
for moderate demand growth based on favorable megatrends in
industry, and reasonable debt leverage at close of the
transaction.  With 2013 revenues of about $1.2 billion, Albaugh is
a leading global off-patent producer of crop protection products
such as herbicides, fungicides, insecticides, and other products
for the agrochemicals sector.  S&P characterizes the company's
business risk profile as "weak" and financial risk profile as
"aggressive".

The stable outlook reflects S&P's expectation for modestly
improving operating performance over the next one to two years, as
demand for the company's chemicals should benefit from the
pipeline of products expected to come off-patent over the next few
years, favorable industry fundamentals and the higher growth rates
expected in Latin America.  S&P believes these factors will allow
the company to pursue its growth strategy while maintaining
adequate liquidity and FFO to total debt of about 15%.  S&P's
base-case scenario assumes that management will not pursue large
debt-funded acquisitions or dividend distributions and will
continue to adhere to financial policies which are consistent with
how they have operated the company historically.

S&P could lower the rating if, against its expectations, the
company's financial policies suddenly became more aggressive.  S&P
could also consider a lower rating if extended unfavorable weather
patterns or overcapacity in the industry caused a substantial
reduction in the company's profitability.  In these scenarios S&P
would expect that the company would generate moderately negative
free cash flow and FFO to total debt would fall below 12%.

S&P could raise the rating if the company generates meaningful
positive free cash and uses it to reduce debt, such that FFO to
total debt improves to about 25%.  Based on S&P's upside scenario
forecast, it could consider a higher rating if EBITDA margins
increase by 200 basis points or more from expected 2014 levels,
along with revenue growth in excess of 10%.  Additionally, S&P
would need to gain more clarity regarding the company's growth
initiatives and future financial policies, before considering a
higher rating.


ALLIANT TECHSYSTEMS: Merger Deal No Impact on Moody's 'Ba2' CFR
---------------------------------------------------------------
Moody's Investors Service said the April 29 announced spin-off of
Alliant Techsystems Inc.'s (ATK; Ba2 Corporate Family Rating)
sporting group and subsequent merger with Orbital Sciences
Corporation (Orbital; Ba1 Corporate Family Rating) is a credit
positive development, although it does not impact the ratings for
either company.

Moody's believes the merger, which is expected to close by year
end, will result in a consolidated financial risk profile that is
substantially similar to that of the lower-rated ATK prior to the
transaction. The business risk for the combined assets that
remain, however, is deemed to be modestly improved relative to
both company's individual stand-alone credit profiles.

ATK produces propulsion, composite structures, munitions, rocket
motor systems, precision missiles, and civil, military and sport
ammunition, outdoor accessories and sports optics. The company is
organized in three segments: Defense Group (about 35% of revenue),
Sporting Group (38%), and Aerospace (27%). Over the last twelve
months ended December 29, 2013 annual revenues were approximately
$4.6 billion.

Orbital Sciences Corporation, headquartered in Dulles, Virginia,
manufactures small/medium space and missile systems for
commercial, civil government and military customers. Over the
twelve months ending March 31st, 2014, annual revenues were
approximately $1.4 billion.


ALLONHILL LLC: May Pursue Appeal in Aurora Bank Litigation
----------------------------------------------------------
The Bankruptcy Court modified the automatic stay in the Chapter 11
case of Allonhill, LLC, solely for the purpose of allowing the
Debtor to pursue an appeal to final resolution in the case styled
Allonhill, LLC v. Aurora Bank, FSB, pending before the District
Court for the City and County of Denver, Colorado.

Aurora Bank is now known as Aurora Commercial Corp.

The Debtor commenced the Aurora Litigation by filing a complaint
against Aurora in the Colorado Court, seeking payment of more than
$22 million in unpaid fees under the Aurora Contract as of the
date of the termination.  Aurora counterclaimed for the return of
$24,000,000 previously paid to the Debtor under the Aurora
Contract, seeking to be excused from its obligations on two
grounds: (i) an alleged failure of Allonhill to perform and (ii)
fraudulent inducement.

The Aurora Litigation was tried in December 2013.  In March 2014,
the Colorado Court found in favor of Aurora and against the Debtor
on Aurora's breach of contract and fraud counterclaims and awarded
damages of $25,845,329 to Aurora, along with statutory prejudgment
interest.

Aurora Commercial, by and through its counsel, Fox Rothschild LLP,
filed a limited objection to Debtor's motion, requesting the Court
award costs in its favor and against the Debtor, in the total
amount of $669,162, together with post-judgment interest.

                       About Allonhill LLC

Allonhill LLC, a professional services firm based in Denver,
Colorado, that previously provided loan due diligence and credit
risk management services for institutions that invest in, sell,
securitize or service mortgage loans, sought protection under
Chapter 11 of the Bankruptcy Code on March 26, 2014.  The case is
In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.).

The Debtor's General Counsel is HOGAN LOVELLS US LLP.  The
Debtor's Local Counsel is Neil B. Glassman, Esq., Justin R.
Alberto, Esq., and Evan T. Miller, Esq., at BAYARD, P.A., in
Wilmington, Delaware.  Upshot Services LLC serves as the Debtor's
Claims and Noticing Agent.

The Debtor disclosed $19,205,062 in assets and $32,918,294 in
liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the
Bankruptcy Court that she was unable to appoint an official
committee of unsecured creditors in the case of Allonhill, LLC.
The U.S. Trustee explained that there were insufficient response
to the communication/contact for service on the committee.


ALLONHILL LLC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Allonhill, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $19,205,062
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,179,046

  E. Creditors Holding
     Unsecured Priority
     Claims                                           $24,548
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $30,714,700
                                 -----------      -----------
        Total                    $19,205,062      $32,918,294

A copy of the schedules is available for free at
http://bankrupt.com/misc/ALLONHILLLLC_74_sal.pdf

                       About Allonhill LLC

Allonhill LLC, a professional services firm based in Denver,
Colorado, that previously provided loan due diligence and credit
risk management services for institutions that invest in, sell,
securitize or service mortgage loans, sought protection under
Chapter 11 of the Bankruptcy Code on March 26, 2014.  The case is
In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.).

The Debtor's General Counsel is HOGAN LOVELLS US LLP.  The
Debtor's Local Counsel is Neil B. Glassman, Esq., Justin R.
Alberto, Esq., and Evan T. Miller, Esq., at BAYARD, P.A., in
Wilmington, Delaware.  Upshot Services LLC serves as the Debtor's
Claims and Noticing Agent.

The U.S. Trustee for Region 3 notified the Bankruptcy Court that
she was unable to appoint an official committee of unsecured
creditors in the case of Allonhill, LLC.  The U.S. Trustee
explained that there were insufficient response to the
communication/contact for service on the committee.


AMARU INC: Incurs $2.5 Million Net Loss in 2013
-----------------------------------------------
Amaru, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.50 million on $27,942 of revenues for the year ended Dec. 31,
2013, as compared with net income of $102,353 on $19,012 of
revenues for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $238,723 in total assets,
$3.34 million in total liabilities and a $3.10 million total
stockholders' deficit.

Wei, Wei & Co., LLP, in Flushing, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has sustained accumulated losses from operations
totaling $42,759,864 and $40,251,993 at December 31, 2013 and
2012, respectively.  The Company's continued losses from
operations and the difficulty it has had in raising adequate
additional financing and lack of significant revenue, raise
substantial doubt about the Company's ability to continue as going
concern.

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

                        http://is.gd/1XTMg8

                           About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.


AMERICAN CAPITAL: Fitch Affirms 'BB-' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed American Capital, Ltd.'s (ACAS) long-
term Issuer Default Rating (IDR) at 'BB-', secured debt rating at
'BB+', and unsecured debt rating at 'BB-'.  The Rating Outlook is
Stable.  These actions are being taken in conjunction with a
broader industry review, which includes seven business development
companies (BDCs), and coincides with the publication of an
industry report, titled 'Business Development Companies - A
Comparative Analysis: 2013', which is available on Fitch's
website.

Key Rating Drivers - IDRs and Senior Debt

The ratings affirmations and Stable Outlook reflect ACAS' low
leverage, improved operating performance since the recent crisis,
access to the debt capital markets at reasonable terms, and
experienced management team. As a C corporation, ACAS can retain
earnings, which is also viewed positively.

Rating constraints include ACAS' outsized equity exposure, which
can generate material unrealized depreciation on its investment
portfolio, large but improving levels of non-accruals and PIK, and
its limited funding flexibility and dependence on a recovery in
portfolio valuations and the company's stock price.  The company's
evolving business strategy and organizational structure also limit
positive rating momentum at this time.

Fitch believes that operating performance has remained relatively
stable over the last year, driven by modestly increased advisory
fee income from its asset management strategies, offset by lower
interest and dividend income from its balance sheet investments.

Although overall underlying portfolio performance trends have
improved since the recent crisis, asset quality remains a concern
as non-accrual loans remain elevated and among the highest levels
for BDCs, which amounted to 17% on a cost basis as of Dec. 31,
2013.  However, on a dollar basis, non-accruing loans at cost
improved markedly to $287 million in 2013 compared to $824 million
in 2008.  Fitch believes that slower than expected economic
recovery may continue to pressure underlying portfolio companies
in the near term; however, continued improvements in ACAS' asset
quality metrics would be viewed positively by Fitch.

Leverage, as measured by debt-to-equity, amounted to 0.15x at
Dec. 31, 2013, down substantially from a high of 1.40x at Dec. 31,
2008.  The company's efforts to monetize investments at or near
fair value to repay debt and reduce balance sheet leverage over
the past several years are viewed positively by Fitch.  While
ACAS' leverage is among the lowest of the BDCs, Fitch believes it
is appropriate given the company's outsized equity portfolio.
Fitch expects leverage will remain stable over the near term, as
the company's access to the capital markets is currently
constrained given its current corporate structure, and ACAS does
not have the authorization to issue shares of common shares below
net asset value (NAV).

Overall, Fitch views ACAS' funding flexibility as somewhat limited
given is current corporate structure, and the availability of
future investment capital is dependent on a continued recovery in
portfolio valuations and the company's share price. However, Fitch
views ACAS' recent actions to refinance its debt facilities at
better economic terms positively. In September 2013, the company
issued $342 million of 6.5% unsecured notes in a private offering
to qualified institutional investors. In addition, the company
amended its senior secured term loan in February 2014, reducing
the floating rate of interest and LIBOR floor by 25 basis points
and extended the maturity date by one year to August 2017.

ACAS' liquidity profile is adequate with $315 million of balance
sheet cash and $250 million of availability on its secured bank
revolver, subject to borrowing base requirements, at Dec. 31,
2013.  Cash flows from investment repayments and exits amounted to
$1.2 billion in 2013, representing a 19% decrease compared to
2012.  Net cash available to support new portfolio investments was
$840 million in 2013, representing a 35% decrease compared to
2012.  While Fitch expects origination activity will continue to
remain below previous levels as ACAS works to strengthen its
liquidity and funding profile, volume will ultimately depend on
balance sheet liquidity and market opportunity.

Fitch monitors non-cash income closely, as registered investment
company (RIC) regulations require distributing 90% of taxable
earnings on an annual basis.  However, ACAS does not currently
qualify as a RIC and, therefore, is able to retain earnings.
Fitch will still continue to closely monitor PIK levels relative
to investment income, even though ACAS is not expected to return
to RIC status in the medium term.

Rating Sensitivities - IDRs and Senior Debt

ACAS dropped its RIC status several years ago, and has focused
more recently on raising third-party funds for fee income.  The
company also recently suspended its share repurchase program.
Fitch believes these actions signal a potential change in the
company's strategy and/or organizational structure over the medium
term.  This could potentially translate into rating action once
more clarity is available regarding ACAS' ultimate strategy and
structure, and importantly, where the rated debt resides.

Based on ACAS' current strategy and organizational structure,
Fitch believes upward rating momentum is limited in the near- to
medium-term.  However, potential upward rating momentum could be
driven by ACAS' ability to improve funding flexibility by
increasing the proportion of unsecured debt in its funding
profile.  Fitch would view positively ACAS' ability to raise
equity in the longer term, as it does not currently have ready
access to equity capital, since its share price continues to trade
at a discount to NAV.  Positive rating momentum could also be
driven by stronger asset quality trends and a decline in the
proportion of equity investments in the portfolio, which yield
additional volatility in portfolio valuations, particularly in
periods of stress.

Conversely, negative rating actions could be driven by a material
increase in leverage resulting from significant unrealized
portfolio depreciation, a spike in non-accrual levels, and/or
higher PIK income.  An inability to redeploy portfolio proceeds
into attractive investment opportunities would also be viewed
unfavorably from a ratings perspective.

Based in Bethesda, MD, ACAS is a publicly traded private equity
firm and alternative asset manager organized in 1986 which
completed its IPO in 1997.  As of Dec. 31, 2013, the company
managed $19 billion of assets, including balance sheet assets and
fee-earning assets under management by affiliated managers with
$93 billion of total assets under management.

Fitch has affirmed the following ratings:

American Capital, Ltd.

-- Long-term IDR at 'BB-';
-- Senior secured debt at 'BB+';
-- Senior unsecured debt at 'BB-'.

The Rating Outlook is Stable.


BAPTIST HOME: Meeting to Form Creditors' Panel on May 5
-------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting May 5, 2014, at 2:00 p.m. in the
bankruptcy case of The Baptist Home of Philadelphia.  The meeting
will be held at:


         Office of the U.S. Trustee,
         833 Chestnut Street,
         Suite 501, Philadelphia
         PA 19107

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

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

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

           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.


BERRY PLASTICS: Appoints Two Directors to Board
-----------------------------------------------
Berry Plastics Group, Inc., appointed Idalene F. (Idie) Kesner and
Jonathan (Jon) F. Foster to its Board of Directors.  Ms. Kesner
will serve on the Company's Nominating and Corporate Governance
Committee, and Mr. Foster will serve on its Compensation
Committee.  Ms. Kesner and Mr. Foster replace Anthony Civale and
Donald Graham who are stepping down from the Company's Board.

Ms. Kesner has served as dean for Indiana University's Kelley
School of Business, since July 2013.  Ms. Kesner joined the Kelley
School faculty in 1995, coming from a titled faculty position at
the Kenan-Flagler Business School at the University of North
Carolina at Chapel Hill.  While at Indiana University (IU), Ms.
Kesner has served as chairwoman of Kelley's Full-Time MBA Program,
Chairwoman of the Department of Management and Entrepreneurship,
and co-directed the School's Consulting Academy.

Ms. Kesner has taught in more than 100 executive programs and
served as a consultant for many national and international firms,
working on strategic issues.  Her research has focused on the
areas of corporate boards of directors, corporate governance, and
mergers and acquisitions.  Ms. Kesner is a director for Lincoln
Industries, Main Street America Group, and Sun Life Financial.
Kesner holds an MBA and Ph.D. in business administration from IU
and a bachelor's degree in business administration from Southern
Methodist University.

Mr. Foster is founder and a managing director of Current Capital
LLC, a private equity investing and management services firm.
Prior to this role, Mr. Foster served as a managing director and
co-head of Diversified Industrials and Services at Wachovia
Securities.  Mr. Foster has served in numerous key executive
leadership positions including: executive vice president - Finance
and Business Development of Revolution LLC; managing director of
The Cypress Group; senior managing director and Head of Industrial
Products and Services Mergers and Acquisitions at Bear Stearns &
Co; and executive vice president, chief operating officer, and
chief financial officer of ToysRUs.com, Inc.  Prior to the
aforementioned positions, Mr. Foster was with Lazard for over 10
years, primarily in mergers and acquisitions.

Foster is a board member of Masonite International Corporation,
Lear Corporation and Chemtura Corporation as well as a Trustee of
the New York Power Authority.  He was previously a member of the
board of directors of Smurfit-Stone Container Corporation. Foster
has a bachelor's degree in Accounting from Emory University, a
master's degree in Accounting and Finance from the London School
of Economics and has attended the Executive Education Program at
Harvard Business School.

"We are very pleased to welcome Idie and Jon to our Board.  Idie
is an accomplished educator and researcher, whose business
insights and perspectives will be valuable resources to our
Board," said Jon Rich, Chairman and CEO of Berry Plastics.  "At
the same time, Jon's in-depth investment banking and investing
knowledge will be called upon as we implement initiatives to
further strengthen the Company's financial performance and enhance
shareholder value."

Donald Graham and Anthony Civale have served as members of Berry
Plastics' Board of Directors since 2006.

"As we are transitioning to a majority independent Board, on
behalf of Berry Plastics and its Board of Directors, I extend our
sincere appreciation to Don and Anthony for their commitment to
Berry Plastics over the past seven years," Rich added.  "During
this period, and with their leadership contributions, the Company
has grown significantly."

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Sept. 28, 2013, the Company had
$5.13 billion in total assets, $5.33 billion in total liabilities
and a $196 million stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIOFUELS POWER: Incurs $606,000 Net Loss in 2013
------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $606,556 on $0 of sales for the year ended Dec. 31,
2013, as compared with net income of $342,456 on $0 of sales in
2012.

As of Dec. 31, 2013, the Company had $1.21 million in total
assets, $6.06 million in total liabilities and a $4.85 million
stockholders' deficit.

Clay Thomas, P.C., in Abilene, 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 suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its  working capital requirements.
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/JqO038

                           Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.


BRUSH CREEK AIRPORT: Creditors Have Until June 4 to File Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado set June 4,
2014, as deadline for creditors to file proofs of claim against
Brush Creek Airport, LLC.

All governmental units have until Oct. 22, 2014, to file their
claims.

As reported in the Troubled Company Reporter on April 21, 2014,
the Debtor said it believes a general bar date will provide the
creditors with sufficient notice and opportunity to file their
claims.  The bar date would apply to claims held or to be asserted
against the Debtor, whether secured or unsecured, priority or
nonpriority, contingent or noncontingent, liquidated or
unliquidated or disputed or undisputed.

                    About Brush Creek Airport

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

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


BUTLER MERGER: S&P Assigns 'B' CCR & Rates $200MM Debt 'B'
----------------------------------------------------------
Standard & Poor's Rating Services said it assigned a 'B' corporate
credit rating to Minneapolis-based Butler Merger Sub II Inc.  The
outlook is stable.

Additionally, S&P assigned a 'B' issue-level rating with a
recovery rating of '3' to the company's proposed $20 million
revolving credit facility due 2019 and $200 million first-lien
term loan due 2021.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery of principal in
the event of payment default.

S&P also assigned a 'CCC+' issue-level rating with a '6' recovery
rating to the proposed $80 million second-lien term loan due 2022.
The '6' recovery rating indicates S&P's expectation for negligible
(0% to 10%) recovery of principal in the event of payment default.

Following the close of the transaction, the company name will
revert to ABILITY Network Inc. (ABILITY).

"Our ratings on Butler reflect its 'highly leveraged' financial
risk profile with leverage that we expect to fall to the 7x area
over the next 12 months, and its 'weak' business risk profile
based on the company's modest revenue base and niche position in
the overall health care IT service sector," said Standard & Poor's
credit analyst Andrew Chang.

S&P expects the company to deliver good revenue growth in 2014
with low-40% EBITDA margins and positive FOCF.

The stable outlook reflects S&P's expectation that Butler will
continue to generate high levels of recurring revenue, strong
customer renewal rates, and good revenue growth while maintaining
consistent EBITDA margins and positive FOCF.

S&P could lower the rating on Butler if the company sustains
leverage above the mid-7x level due to a decline in revenue or
EBITDA margins.  Aggressive financial policies that cause leverage
to be sustained above the mid-7x level could also lead to a
downgrade.

S&P views an upgrade as unlikely given Butler's highly leveraged
financial risk profile, niche market focus, and our expectation
that its financial sponsor ownership is likely to preclude
sustained deleveraging.


CAESARS ENTERTAINMENT: Fitch Cuts Issuer Default Rating to 'CC'
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) of
Caesars Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.  In addition, Fitch
revised the Recovery Ratings (RRs) on CEOC's issue-specific
ratings upwards to more explicitly recognize the benefit of the
parent guarantee from CEC.  The net effect on the issue ratings
due to IDR downgrade and RR revisions was a downgrade of CEOC's
first-lien debt to 'CCC/RR2' from 'CCC+/RR3; the second-lien
notes' to 'C/RR5' from 'CC/RR6' and the unsecured notes with
subsidiary guarantee to 'C/RR5' from 'CC'/RR6'.  The unsecured
notes without subsidiary guarantee were affirmed at 'C'.  The RR
for the unsecured notes is revised to 'RR5' from 'RR6'.

Key Rating Drivers

The downgrade of CEOC's and CEC's IDRs to 'CC' reflects the
increasing likelihood that CEOC will look to restructure its debt
within a year or two.  The restructuring could take the form of
either a bankruptcy filing or an out-of-court restructuring such
as a debt-for-equity exchange, which Fitch would likely consider a
default.  Fitch's view is supported by CEOC's escalating cash
burn; sizable maturity walls in 2015 and 2016; and increasing cost
of borrowing including at the first-lien level.  CEOC could
potentially sell additional assets to get past 2016; however,
further asset sales will exacerbate CEOC's already weak free cash
flow (FCF) profile and not materially lessen the likelihood of an
eventual default.

Liquidity Considerations

Per Fitch's base case CEOC runs out of cash in 2015; however, CEOC
could potentially make it through 2016 in a more aggressive
scenario.  The base case assumes no further asset sales, no
additional borrowings, that Caesars Growth Partners (CGP) does not
set-off or extend the $1.1 billion of CEOC notes that it holds,
and that CEOC repays $1.1 billion of first-lien debt with the
proceeds from the most recent CGP asset sale.

CEOC's liquidity as of Dec. 31, 2013 pro forma for the asset sale
to CGP and net of cage cash (estimated by Fitch at $300 million)
is $2.95 billion. The amount available on CEOC's revolver is de
minimis.

Pro forma cash includes $1.8 billion of asset sale proceeds from
CGP, which are subject to the credit agreement's asset sale
covenants.  CEOC must use the proceeds to repay first-lien debt or
reinvest the proceeds within 18 months.  There is no material
development pipeline at CEOC and any asset purchases would likely
come from CGP as CEOC looks to preserve liquidity.  Therefore, the
reinvestment options mostly include maintenance capex, which Fitch
estimates could be $500 million-$700 million within the 18-month
reinvestment window.  This suggests that actual pro forma
liquidity, net of first-lien debt paydown, could be closer to
$1.65 billion-$1.85 billion range.

Fitch forecasts CEOC's FCF burn at approximately $1.1 billion for
2014 and $800 million in 2015.  There is a $1 billion maturity
wall in 2015, which is all subordinate to first-lien debt and
includes $427 million of debt held at CGP, and another $1 billion
of junior debt is due in 2016 ($324 million held at CGP).

Fitch believes that CEOC's access to further capital is limited
outside of parent intercompany loans.  CEOC's first-lien notes
trade well below par with yield-to-worst (YTW) of 13%-14%, which
Fitch thinks makes the issuance of first-lien debt cost
prohibitive.  The loan market is also becoming increasingly
bearish with CEOC's 9.5% incremental term loan due 2016 now
trading at a discount.  (Fitch estimates that CEOC has $1.15
billion remaining on its accordion option).

Other potential sources of liquidity that may extend the timing of
a liquidity event include cash infusions from CEC via intercompany
loans and asset sales.  CEOC has a $1 billion intercompany credit
facility with CEC which had $285 million outstanding as of Dec.
31, 2013.  The facility was extended and expanded in November
2012.  The maturity was pushed out three years from 2014 to 2017
and the capacity was increased to $1 billion from $750 million.

Cash at CEC is limited at approximately $300 million as of Dec.
31, 2013 pro forma for March 2013 equity issuance, and CEC's
ability to extract cash from its healthier subsidiaries is also
constrained.  Caesars Entertainment Resort Properties (CERP) is
prohibited from paying dividends as long as its net leverage
remains above 6x and Fitch estimates net leverage at CERP will
remain above 7x through at least 2016.  CGP will have $387 million
of cash on hand pro forma for the purchase of assets from CEOC and
will generate considerable income from the CEOC notes it owns and
its majority interest in Caesars Interactive Entertainment.
(Other assets in CGP, including the assets purchased from CEOC,
are subject to restricted payment covenants.)  However, CEC does
not have any voting rights in CGP (100% of voting rights are held
by Caesars Acquisition Company [CAC]) and CAC's publicly
articulated mandate is to seek growth opportunities, not to pay
dividends.

Fitch believes that large-scale asset sales at CEOC are unlikely
going forward given the credit agreement's requirement to repay
debt or reinvest proceeds within 18 months, especially in light of
the recent $1.8 billion asset sale.  Further, CEOC is left with
few assets that can generate sizable proceeds if sold in piecemeal
fashion. Larger assets include Caesars Palace, the company's
flagship property on the Las Vegas Strip, and Horseshoe Hammond in
the Chicago market.  Other sizable assets ($200 million-plus gross
gaming revenues) remaining in CEOC include Bally's and Caesars in
Atlantic City as well as Horseshoe casinos in southern Indiana and
Bossier City, LA.

Potential Debt For Equity Exchange

CEC has publicly articulated the need to address the high debt
burden at CEOC but has also hinted that a bankruptcy route is not
preferable.  Main motivation to keep CEOC out of Ch. 11 is that
CEC guarantees CEOC debt and a call on the guarantee by CEOC will
likely consume all of CEC's interest in subsidiaries outside of
CEOC, which includes 58% economic interest in CGP and full
ownership of CERP.  Other considerations for avoiding Ch. 11 are
the call rights CEC has to acquire CAC at a capped price, as well
as the commonplace idea that Caesars is "too complex to fail"
given the inter-dependencies between different subsidiaries and
high potential cost of going through a bankruptcy process.  The
call rights, which are exercisable in late 2016, are subject to a
condition that there is no event of default under any financing
agreement of CEC or its subsidiaries.

Fitch believes that the most likely scenario is that CEC attempts
a debt-for-equity exchange in the near term targeting $5.3 billion
of second-lien notes due 2018, which trade at around 40-50 cents
(other debt in the capital structure trades much higher, at 80
cents or above).  However, the economics of such an exchange at
current prices would still leave a questionable capital structure
even if fully executed, and would significantly dilute
Apollo/TPG's share in CEC.

The exchange would not alleviate CEOC cash burn entirely as Fitch
estimates that cash burn would remain in the $150 million-$250
million range.  Despite these shortcomings, an exchange may allow
Apollo/TPG to maintain an influential interest in CEC (especially
if new equity has reduced voting rights, e.g. hybrid, class B)
while improving CEOC's capital structure to an extent that CEOC
can become a viable entity in a more favorable economic
environment.  Given the cash-burn rate Fitch thinks that CEC may
look to execute an exchange in the near term, possibly within the
next six months.

Parent Guarantee

CEC guarantees all of the major debt in the CEOC restricted group.
Fitch has not given credit to the guarantee in CEOC's recovery
analysis up to this point given that CEC lacked meaningful equity
in assets outside CEOC until late 2013 and the uncertainty with
respect to a potential release of the guarantee.  CEOC's post-LBO
notes' indentures contain language that may permit CEC to have the
guarantee released with the consents from either certain unsecured
noteholders or the term loan holders.  The revision in the RRs of
CEOC's debt reflects Fitch's view that there is a better than
50/50 chance that CEOC creditors will realize value from the
guarantee in the event there is a restructuring at CEOC.

Although credit is now given to the guarantee, Fitch recognizes
that CEC may look to execute a release of the guarantee.  In the
event there is a debt-for-equity exchange, considerations around
the guarantee may play a role in the terms of the exchange.  A
more onerous process to release the guarantee would favor the
creditors, while posturing by CEC that the guarantee could be more
easily released could pressure the prices of the second-lien
notes, improving a debt-for-equity exchange execution for CEC.

Fitch's base case view that CEOC creditors will realize the value
of the guarantee is mainly supported by the fact that the language
specifying the conditions for the release (i.e. that the guarantee
be released first from the term loans or certain unsecured notes)
also specifies that the release would only occur "upon the
election of CEOC".  Given CEOC's questionable solvency, CEOC's
board fiduciary duty extends out to its creditors and electing to
release the guarantee could be viewed as breach of this duty.
Should CEOC seek to execute the release of the guarantee, CEOC's
creditors could potentially claim that CEOC's board members
violated fiduciary duty and/or possibly claim that the release
amounts to fraudulent conveyance if CEOC is not properly
compensated for the release.

Aside from the considerations above, CEC could have difficulty
obtaining the necessary consents from the relevant unsecured
noteholders or the term loan holders.  The language dealing with
the guarantee release provisions in the first-lien, second-lien
and 10.75% unsecured notes indentures requires CEOC to first
release the guarantee from either "Existing Notes" (about $2
billion of unsecured notes) or the term loans.  The unsecured
notes' indentures allow consent with a majority vote.  The
guarantee and pledge agreement accompanying CEOC's credit
agreement does not specify mechanics for the release of the
guarantee but supposedly CEOC can amend the agreement and repay
the non-consenting lenders with cash on hand.  Either route
presents unique challenges.

Receiving consents from the term loan holders could be
problematic, since there is now a heightened perception that the
first-lien is not fully covered in event of a default at CEOC
without the parent guarantee, which is a view that Fitch held
since initiating ratings in 2010.  With respect to the "Existing
Notes", a majority of these notes is held at CGP, which is
controlled by Apollo and TPG via CAC.  Hence Apollo and TGP can
provide consent to release the guarantee.  However, Fitch believes
that Apollo and TGP could be reluctant to do so, since voting to
release a guarantee in absence of fair value compensation (such as
CAC receiving increased stake in CGP) could potentially violate
fiduciary duty to other CAC stockholders.

Sensitive Language

The release of the guarantee per the indentures could potentially
be open to debate based on the ambiguity.

The last sentence in the section dealing with the release is
arguably ambiguous.  An alternative read of the sentence is that
CEOC would have to seek consents from both the unsecured
noteholders and the term loan holders.  Fitch believes that this
read is intuitive given it is more restrictive and that allowing
other creditors in the capital structure to determine the release
of a guarantee is fairly obscure.

Another section that is arguably ambiguous is the one stating that
the parent guarantee can potentially be released if CEOC ceases to
be a wholly-owned subsidiary.  The wholly-owned condition is
adjoined in the relevant section to two other conditions by the
word 'and'. One of the conditions in the section is that the
relevant notes be defeased.  Although it is not intuitive that any
condition should be attached to a defeasance condition with the
word 'and' Fitch takes a literal view of the language.

Recovery Ratings

Fitch adjusted its recovery assumptions for CEOC and now
calculates recovery for the first-lien in the 71%-90% range and
recovery for the more junior debt at 11%-30%.  These ranges are
consistent with 'RR2' and 'RR5' RRs, respectively.  Key
assumptions include a $1.1 billion first-lien paydown using CGP
asset sale proceeds (see above for rationale) and giving credit
for the parent guarantee.  Fitch assigns $2.5 billion of value to
the guarantee, which includes roughly $1.8 billion of value
assigned to CEC's equity in CGP and $700 million for CEC's equity
in CERP.  Since the guarantee is not part of any collateral, the
value of the guarantee will be distributed pro rata to CEOC's
unsecured claims, which in Fitch's analysis includes a portion of
the first-lien debt outstanding and all of the second-lien notes.

Fitch-adjusted recovery assumptions for CEOC include a blended
EV/EBITDA multiple of 7.9x on $1 billion EBITDA, which is Fitch's
base case 2015 forecast for CEOC excluding Harrah's Philadelphia.
The multiple is a weighted average of multiples in the 6.5x-10.0x
range assigned to CEOC's regions. Fitch assigns a 10x multiple to
Caesars Palace, which will be CEOC's only remaining major asset on
the Las Vegas Strip. Fitch assigns a 7x multiple to the Other U.S.
segment (mostly regional assets) and 6.5x to the Atlantic City
segment.

Rating Sensitivities

An upgrade of CEOC's IDR is unlikely at this point without a
meaningful reduction in debt burden, which in Fitch's view cannot
be accomplished without some sort of a restructuring transaction.
A downgrade to 'C' would signify that Fitch believes that a
default at CEOC is imminent.  This could potentially follow
solicitations for a debt-for-equity exchange, which if executed
would result in a downgrade to 'RD'.  Shortly after the exchange
is completed, the IDR will be re-visited and raised to a level
consistent with the pro forma capital structure.  A bankruptcy
filing would result in a downgrade to 'D'.

Due to the parent guarantee, Fitch will likely keep CEC's IDR
linked to CEOC's unless the guarantee is released.  In the event
the guarantee is released, Fitch would withdraw CEC's ratings
since there is no debt at CEC.

Fitch has downgraded the following ratings:

Caesars Entertainment Corp.

-- Long-term IDR to 'CC' from 'CCC'.

Caesars Entertainment Operating Co.

-- Long-term IDR to 'CC' from 'CCC';
-- Senior secured first-lien revolving credit facility and term
    loans to 'CCC/RR2' from 'CCC+/RR3';
-- Senior secured first-lien notes to 'CCC/RR2' from 'CCC+/RR3';
-- Senior secured second-lien notes to 'C/RR5' from 'CC/RR6';
-- Senior unsecured notes with subsidiary guarantees to 'C/RR5'
    from 'CC/RR6';

Fitch affirms CEOC's senior unsecured notes without subsidiary
guarantees at 'C/RR5'.

Fitch rates the other CEC entities as follows:

Caesars Entertainment Resort Properties, LLC

-- IDR 'B-'; Outlook Stable;
-- Senior secured first-lien credit facility 'B+/RR2';
-- First-lien notes 'B+/RR2';
-- Second-lien notes 'CCC/RR6'.

Caesars Growth Properties Holdings, LLC

-- IDR 'B-'; Outlook Stable;
-- Senior secured first-lien credit facility 'BB-/RR1';
-- Second-lien notes 'B-/RR4'.

Corner Investment PropCo, LLC

-- Long-term IDR 'CCC';
-- Senior secured credit facility 'B-/RR2'.

Chester Downs and Marina LLC
(and Chester Downs Finance Corp as co-issuer)

-- Long-term IDR 'B-'; Outlook Negative;
-- Senior secured notes 'BB-/RR1'.


CAFE RED ONION: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Cafe Red Onion Inc
           dba Cafe Red Onion
        12440 Northwest Fwy
        Houston, TX 77092

Case No.: 14-32285

Chapter 11 Petition Date: April 28, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. David R Jones

Debtor's Counsel: Bruce A Seeley, Esq.
                  Attorney at Law
                  SEELEY & ASSOCIATES
                  600 Richmond Ave, Ste 388
                  Houston, TX 77057
                  Tel: 713-589-2551
                  Email: baseeley@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Juan Rafael Galindo, president.

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


CENTRAL ENERGY: Incurs $521,000 Net Loss in 2013
------------------------------------------------
Central Energy Partners LP filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $521,000 on $4.75 million of revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $1.02 million
on $5.47 million of revenues in 2012.

As of Dec. 31, 2013, the Company had $8.06 million in total
assets, $8.39 million in total liabilities and a $326,000 total
partners' deficit.

Montgomery Coscia Greiich, LLP, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
Central has incurred recurring losses and has a deficit in working
capital that raise substantial doubt about its ability to continue
as a going concern.

                        Bankruptcy Warning

"Our ability to service indebtedness will depend upon, among other
things, our future financial and operating performance, which will
be affected by prevailing economic conditions and financial,
business, regulatory and other factors, some of which are beyond
our control.  If our operating results are not sufficient to
service our current or future indebtedness, we will be forced to
take actions such as reducing distributions, reducing or delaying
business activities, acquisitions, investments and/or capital
expenditures, selling assets, restructuring or refinancing our
indebtedness or seeking additional equity capital or bankruptcy
protection.  We may not be able to affect any of these remedies on
satisfactory terms or at all," the Company said in the Annual
Report.

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

                         http://is.gd/Bm4a0Q

                    About Central Energy Partners

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc. ("Regional").


CHARTER COMMUNICATION: Fitch Affirms 'BB-' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' Issuer Default Rating (IDR)
assigned to CCO Holdings, LLC (CCOH) and Charter Communications
Operating, LLC (CCO).  Both CCOH and CCO are indirect wholly owned
subsidiaries of Charter Communications, Inc. (Charter).  Fitch has
also affirmed the specific issue ratings assigned to Charter's
various subsidiaries as outlined below.  The Rating Outlook for
all of Charter's ratings is Stable.  Approximately $14.1 billion
of debt (principal value) outstanding as of March 31, 2014 is
affected by Fitch's action.

Fitch's action follows Charter's announcement that it has entered
into a series of agreements with Comcast Corporation (Comcast)
whereby Charter will: acquire approximately 1.4 million video
customers for approximately $7.3 billion, exchange cable systems
serving 1.6 million video customers, and manage as well as acquire
an ownership stake in a new public entity holding cable systems
serving an additional 2.5 million video customers.  Charter will
own cable systems serving approximately 5.7 million subscribers
and manage cable systems serving an additional 2.5 million
subscribers, bringing 8.2 million subscribers under Charter's
ownership and managerial control as a result of these
transactions.

The agreements consist of three separate transactions including:
(1) an asset sale and purchase transaction, (2) a contribution and
spin-off transaction and (3) an asset exchange transaction.  These
transactions are subject to several closing conditions including
closing the previously announced merger agreement between Comcast
and Time Warner Cable, Inc. (TWC) and the receipt of required
regulatory and shareholder approvals.  Comcast anticipates the
merger with TWC will close by the end of 2014 and that the
transactions with Charter and the spin-off transaction will be
reviewed in parallel by the FCC and Department of Justice.

KEY RATING DRIVERS

-- Fitch believes that there is sufficient capacity within
    Charter's current ratings to accommodate a modest increase in
    leverage associated with funding the contemplated transaction
    with Comcast.

-- The contemplated transaction with Comcast will delay
    anticipated improvement in Charter's credit profile on a pro
    forma basis. Fitch anticipates that Charter's leverage pro
    forma for the transactions with Comcast will be 5.4x prior to
    consideration of management fees paid to Charter in connection
    with managing SpinCo and any expense synergies.

-- Charter will have limited flexibility within the current
    ratings to accommodate operational shortfalls or additional
    leveraging transactions.

-- Market share focused operating strategy is strengthening
    Charter's operating profile.

In accordance with the terms of the asset purchase, Charter will
acquire cable systems from Comcast currently owned by TWC serving
1.4 million subscribers for cash consideration totaling
approximately $7.3 billion (final valuation based on 7.125x the
relevant EBITDA generated by such cable systems to be sold to
Charter).  Charter expects to fund the purchase through the
issuance of approximately $7.7 billion of debt.  These cable
systems are expected to generate approximately $1 billion of
EBITDA before consideration of any cost synergies.  Fitch
anticipates Charter's debt balance will total approximately
$21.8 billion pro forma for the asset acquisition as of year-end
2014, and estimates the company's pro forma leverage to increase
to 5.4x before consideration of cost synergies and management fees
collected in connection with the management of SpinCo.  Charter's
actual leverage was 4.7x for the last 12 month period ended
March 31, 2014.

The pro forma leverage weakly positions Charter's credit profile
within the current ratings category.  Management's leverage target
remains between 4x and 4.5x.  Fitch has previously indicated that
negative rating actions would likely coincide with a transaction
that increases leverage beyond 5.5x in the absence of a credible
deleveraging plan.  Fitch further notes that additional rating
considerations including but not limited to financial strategy and
capital structure policy, operating strategy and expectations as
well as execution risks will also weigh on any potential rating
action.

Overall, Fitch views the transactions with Comcast positively as
they create the second largest cable multiple-system operator
(MSO) in the country (assuming Comcast's proposed merger with TWC
closes) with 8.2 million video subscribers owned or managed by
Charter.  The transactions improve Charter's subscriber
clustering, enabling greater operating efficiencies and creating a
stronger platform for growth.

Changes to Charter's operating strategies currently implemented by
management are expected to further improve Charter's operating
profile and strengthen the company's overall competitive position
in the market.  The market share driven strategy, which is focused
on enhancing the overall competitiveness of Charter's video
service and executing on its all-digital infrastructure, is
improving subscriber metrics, growing revenue and ARPU trends,
stabilizing operating margins and increasing free cash flow
generation.

The company's all-digital conversion initiative along with
anticipated enhancements to the user interface, expected to be
largely completed by the end of 2014, will certainly improve the
video service offering and lead to lower video subscriber churn in
Fitch's estimation.  Fitch anticipates these initiatives will
alleviate residential video subscriber losses and increase triple-
play service penetration while boosting video service ARPU, which
will position the company to accelerate revenue growth during
2014.

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating category.  Charter's
financial flexibility will improve in step with the growth of free
cash flow generation.  Charter generated $242 million of free cash
flow during the LTM period ended March 31, 2014 reflecting a 160%
increase relative to free cash flow generated during the year
ended Dec. 31, 2012.  Fitch anticipates that free cash flow
generation will exceed $400 million annually during the current
ratings horizon with free cash flow as a percent of lease adjusted
debt exceeding 3.5% by year-end 2015 when stronger operating
margins return.

The company's liquidity position is primarily supported by
available borrowing capacity from its $1.3 billion revolver and
anticipated free cash flow generation.  Commitments under the
company's revolver will expire on April 22, 2018.  As of March 31,
2014, approximately $1.2 billion was available for borrowing.
Charter has done a good job of extending its maturity profile as
only 4% of outstanding debt matures before 2017, including $398
million and $65 million during 2014 and 2015, respectively.  Fitch
believes that Charter has the financial flexibility to retire
near-term maturities with cash on hand and future free cash flow;
however, Fitch anticipates that Charter will refinance the CCOH
maturity ($350 million) scheduled during 2014.

Besides event driven merger and acquisition activity, rating
concerns center on Charter's elevated financial leverage (relative
to other large cable MSOs), and a comparatively weaker subscriber
clustering and operating profile.  Moreover, Charter's ability to
adapt to the evolving operating environment while maintaining its
relative competitive position given the challenging competitive
environment and soft housing and employment trends remains a key
rating consideration.  Considering the mature nature of video
services and growing penetration of high speed data services,
Charter's ability to grow consumer revenues while maintaining
operating margins also remains a concern.

RATING SENSITIVITIES

-- Positive rating actions would be contemplated as leverage
   declines below 4.5x.

-- The company demonstrates progress in closing gaps relative to
   its industry peers on service penetration rates and strategic
   bandwidth initiatives.

-- Operating profile strengthens as the company captures
   sustainable revenue and cash flow growth envisioned when
   implementing the current operating strategy.

-- Fitch believes negative rating actions would likely coincide
   with a leveraging transaction or the adoption of a more
   aggressive financial strategy that increases leverage beyond
   5.5x in the absence of a credible deleveraging plan;

-- Adoption of a more aggressive financial strategy;

-- A perceived weakening of Charter's competitive position or
   failure of the current operating strategy to produce
   sustainable revenue and cash flow growth along with
   strengthening operating margins.

Fitch has affirmed the following ratings with a Stable Outlook:

CCO Holdings, LLC

-- IDR at 'BB-';
-- Senior secured term loan at 'BB+';
-- Senior unsecured debt at 'BB-'.

Charter Communications Operating, LLC

-- IDR at 'BB-';
-- Senior secured credit facility at 'BB+'.


COATES INTERNATIONAL: Incurs $2.7 Million Net Loss in 2013
----------------------------------------------------------
Coates International, Ltd., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.75 million on $19,200 of total revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $4.53
million on $19,200 of total revenues for the year ended Dec. 31,
2012.

As of Dec. 31, 2013, the Company had $2.40 million in total
assets, $5.63 million in total liabilities and a $3.23 million
total stockholders' deficiency.

Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company continues to have negative cash
flows from operations, recurring losses from operations, and a
stockholders' deficiency.

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

                        http://is.gd/TLiH1p

                     About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.


COLDWATER CREEK: Judge Approves Deal Governing Liquidation Sales
----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Coldwater Creek Inc. moved closer to liquidating its merchandise
and closing its stores, after a bankruptcy judge authorized the
women's clothing retailer to advance an agreement with two
liquidators.

According to the report, Judge Brendan Shannon of the U.S.
Bankruptcy Court in Wilmington, Del., also authorized Coldwater
Creek's proposed auction rules, which will govern the bidding
should a rival buyer decide to challenge the two liquidators,
Hilco Merchant Resources LLC and Gordon Brothers Retail Partners
LLC.

The retailer has said it is critical that the going-out-of-
business sales begin before Mother's Day, which falls on May 11
and is traditionally a peak sales weekend, the Journal said,
citing court papers.

Resolutions to a long list of objections from landlords, the
committee representing unsecured creditors as well as a Justice
Department bankruptcy watchdog were hammered out before the
hearing, the report related.  To satisfy the objection from the
committee, store fixtures, leases, customer lists and intellectual
property won't be part of this week's auction, though a second
auction could take place later next month.

"One of the most significant concessions made by [Coldwater Creek]
to resolve the committee's concerns was removing the sale of
certain other asset classes from the process," the report cited
Norman Kinel, a lawyer with Lowenstein Sandler who represents the
committee.

                      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.


COMMUNICATION INTELLIGENCE: Incurs $8.1 Million Loss in 2013
------------------------------------------------------------
Communication Intelligence Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss attributable to common stockholders of $8.09
million on $1.41 million of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $6.74 million on $2.37 million of revenue for the
year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $2.74 million in total
assets, $1.54 million in total liabilities and $1.19 million in
total stockholders' deficit.

PMB Helin Donovan, LLP, in San Francisco, CA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's significant recurring losses and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/vwPVxA

                 About Communication Intelligence

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.


CONNECTEDU INC: Educational Tech Company Files for Chapter 11
-------------------------------------------------------------
ConnectEdu Inc., a maker of education-related technology, filed
for Chapter 11 bankruptcy protection in Manhattan.

The filing lists ConnectEdu's assets at between $1 million and
$10 million against liabilities of between $10 million and $50
million.

The company said in court filings that it hopes to consolidate its
case with those of two affiliates, Sara Randazzo, writing for
Daily Bankruptcy Review, reported.


CONNECTEDU INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ConnectEdu, Inc.
        150 West 30th Street, 16th Floor
        New York, NY 10001-0000

Case No.: 14-11238

Chapter 11 Petition Date: April 28, 2014

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

Debtor's Counsel: Wojciech F Jun, Esq.
                  LOWENSTEIN SANDLER LLP
                  1251 Avenue of the Americas
                  New York, NY 10020
                  Tel: (212)262-6700
                  Fax: (973)597-2465
                  Email: wjung@lowenstein.com

                    - and -

                  Sharon L. Levine, Esq.
                  LOWENSTEIN SANDLER LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2374
                  Fax: (973) 597-2375
                  Email: slevine@lowenstein.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Mark D. Podgainy, chief restructuring
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-11238.pdf


CONSTELLATION BRANDS: Moody's Affirms 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Constellation Brands Inc.'s Ba1
ratings and changed the outlook to stable from negative. This
action reflects Constellation's solid performance since the
acquisition of Modelo's U.S. beer business in June 2013 and
Moody's expectation that the company will be able to reduce
leverage in the next 12 to 18 months. Moody's also affirmed
Constellation's SGL-3 Speculative Grade Liquidity rating.

Ratings Rationale

"Constellation's Ba1 Corporate Family Rating reflects its
meaningful scale, which doubled as a result of the June 2013 US
Modelo acquisition, its good product diversification, and the
successful integration of the Modelo beer business" said Linda
Montag, Moody's Senior Vice President. Constellation's products
include an extensive portfolio of premium wine, spirits and
imported beers." The beer acquisition made Constellation the third
largest beer company in the United States -- albeit still well
behind the leaders -- and largest imported beer company in the
country. Moody's expects that Constellation's portfolio of premium
imported Mexican beers will continue to grow faster than the
overall U.S. beer market. The Ba1 rating also reflects
Constellation's franchise strength and diversity with a presence
in the all three alcohol categories, as well as its strong cash
flow and solid profitability. These strengths are offset by the
company's high leverage and large capital spending requirements
resulting from the acquisition of the U.S. Modelo business.
However Moody's expects Constellation's debt to EBITDA leverage to
fall below 4 times over the next 12 to 18 months.

The SGL-3 Speculative Grade Liquidity Rating (adequate liquidity)
is supported by Moody's expectation that Constellation's operating
cash flow, which Moody's projects will exceed $1 billion, and its
$850 million revolving credit facility, will be sufficient to
cover the company's large cash needs over the next year. These
cash needs include a $558 million true-up payment owed to
Anheuser-Busch InBev in June 2014, more than $600 million capital
spending needed mostly to build capacity at the Mexican brewery
acquired in the acquisition, and a $500 million debt maturity in
December.

Constellation's stable outlook reflects that its ability to pay
down debt will be somewhat limited by large capital spending
requirements over the next two years. However Moody's still
expects that Constellation's debt to EBITDA will fall to below 4
times over the next 12-18 months from its current pro-forma
leverage in the mid four times range. Moody's expects that
Constellation's strong operating cash flow and revolving credit
facility will be sufficient to cover the company's large cash
needs.

An upgrade could occur if the company sustains strong operating
profit, and reduces leverage. An upgrade would also require that
management show a firm commitment to a more conservative financial
policy than its current one, including setting financial targets
that would reduce leverage levels such that debt to EBITDA is
maintained under 3.5 times. Furthermore, there would need to be a
clearly articulated commitment by management to being investment
grade.

A downgrade could occur if operating performance weakens such that
EBITA margins are sustained below 15%, debt/EBITDA is sustained
above 4.5 times, or liquidity weakens. In addition, problems
related to the brewery expansion in Mexico, a debt-financed
acquisition or debt-financed shareholder returns could also lead
to a downgrade.

The following ratings were affirmed:

  Corporate Family Rating at Ba1

  Probability of Default Rating at Ba1-PD

  Senior Unsecured Shelf at (P)Ba1

  Speculative Grade Liquidity Rating at SGL-3

  8.375% Senior Unsecured Notes due 2014 at Ba1 (LGD4, 52%)

  7.25% Senior Unsecured Notes due 2016 at Ba1 (LGD4, 52%)

  7.25% Senior Unsecured Notes due 2017 at Ba1 (LGD4, 52%)

  3.75% Senior Unsecured Notes due 2021 at Ba1 (LGD4, 52%)

  6% Senior Unsecured Notes due 2022 at Ba1 (LGD4, 52%)

  4.25% Senior Unsecured Notes due 2023 at Ba1 (LGD4, 52%)

The outlook is stable.

Headquartered in Victor, New York, Constellation Brands, Inc. is a
leading international alcoholic beverage company with a broad
portfolio of premium brands across the wine, spirits, and imported
beer categories. Major brands in the company's portfolio include
Corona, Modelo, Pacifico, Robert Mondavi, Clos du Bois,
Ravenswood, Blackstone, Nobilo, Kim Crawford, Inniskillin,
Jackson-Triggs, and SVEDKA vodka.


COPYTELE INC: Releases Provisions of Certificate of Incorporation
-----------------------------------------------------------------
CopyTele, Inc., is a Delaware corporation and its affairs are
governed by its Certificate of Incorporation, as amended, and
Amended and Restated By-laws.  The Company filed with the U.S.
Securities and Exchange Commission summaries of material
provisions of its Certificate of Incorporation and By-laws insofar
as they relate to the material terms of the Company's common
stock, par value $0.01 per share, and preferred stock, par value
$100 per share.

The total number of shares of capital stock the Company is
authorized to issue is 600,500,000 shares, of which (a)
600,000,000 are Common Stock and (b) 500,000 are Preferred Stock.
As of March 31, 2014, 212,957,900 shares of Common Stock and no
shares of Preferred Stock were issued and outstanding.

A full-text copy of the Form 8-K Report is available at:

                        http://is.gd/T7D7rj

                    Amends $30 Million Prospectus

CopyTele filed with the SEC an amended Form S-3 registration
statement relating to the offering of $30 million worth of
securities.  The Company amended the Registration Statement to
delay its effective date.  The Company's common stock is quoted on
the OTCQB under the symbol "COPY."  A copy of the Form S-1/A is
available for free at http://is.gd/UHsXOD

                           About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

CopyTele incurred a net loss of $10.08 million for the year ended
Oct. 31, 2013, as compared with a net loss of $4.25 million during
the prior year.  As of Jan. 31, 2014, the Company had $10.32
million in total assets, $11.54 million in total liabilities, all
current, $4.44 million in contingencies and a $5.66 million total
shareholders' deficiency.


CRYOPORT INC: Completes Issuance of $1.7 Million Notes
------------------------------------------------------
Cryoport, Inc., completed the offering to certain accredited
investors of unsecured convertible promissory notes on March 13,
2014.  Subsequent to the issuances that were disclosed in
Cryoport's quarterly report on Form 10-Q for the quarter ended
Dec. 31, 2013, which was filed on Feb. 13, 2014, and through
March 13, 2014, Cryoport issued additional Notes in the original
principal amount of $1,042,000, pursuant to the terms of
Subscription Agreements and Letters of Investment Intent.  During
the entire offering, Cryoport issued Notes in the aggregate
original principal amount of $1,793,000.

The Notes accrue interest at a rate of 5 percent per annum on a
non-compounding basis.  All principal and interest under the Notes
will be due on June 30, 2014.  Cryoport may not prepay the Notes
and payments will be on a pari passu basis.

The Notes also include a provision that Cryoport may, at any time
after Jan. 31, 2014, offer to the holders of these notes the right
to convert all or a portion of the principal and accrued interest
into units consisting of shares and a warrant to purchase
additional shares of Cryoport's Common Stock.  The number of
shares issued upon conversion will be based on a conversion price
that is equal to 70 percent of the average volume-weighted average
price of Cryoport's Common Stock for the 10 consecutive trading
days immediately prior to the date of such offer.  For each share
issued in that conversion, the holder will be issued a warrant to
purchase one share of Common Stock at an exercise price equal to
the 110 percent of that average VWAP.  The warrants will expire
five years from issuance.

In connection with the issuance of the Additional Notes, Cryoport
granted these investors warrants to purchase 521,000 shares of
common stock at an exercise price of $0.49 per share.  The
warrants are exercisable on May 31, 2014, and expire on Dec. 31,
2018.  During the entire offering, Cryoport issued warrants to
purchase 896,500 shares of common stock on the foregoing terms.

Emergent Financial Group, Inc., acted as the selling agent for the
placement of the Notes and received a cash commission of $72,940
and a finance fee of an additional $20,840 with respect to the
issuance of the Additional Notes for a total cash commission of
$110,110 and a finance fee of an additional $31,460 in connection
with the entire offering.

                          About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception.  Although the Company has cash and cash equivalents of
$563,104 at March 31, 2013, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2013, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2014.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

Cryoport incurred a net loss of $6.38 million for the year ended
March 31, 2013, as compared with a net loss of $7.83 million for
the year ended March 31, 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.65 million
in total assets, $3.05 million in total liabilities, and
stockholders' deficit of $1.4 million.


CYCLONE POWER: Incurs $3.8 Million Net Loss in 2013
---------------------------------------------------
Cyclone Power Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $3.79 million on $715,382 of revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $3 million on
$1.13 million of revenues for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $1.31 million in total
assets, $6.60 million in total liabilities and a $5.29 million
total stockholders' deficit.

Mallah Furman, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's dependence on outside financing, lack of
sufficient working capital, and recurring losses raises
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/3t7mWg

                          Filing Delayed

Cyclone Power had filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form
12b-25 with respect to its annual report on Form 10-K for the year
ended Dec. 31, 2013.

"The Company is unable to file its Annual Report on Form 10-K for
the period ended December 31, 2013 by the prescribed date without
unreasonable effort or expense because the Company's audit review
is in process and has not been completed.  The Company believes
that the Annual Report will be completed within the fifteen
calendar day extension period provided under Rule 12b-25 of the
Securities Exchange Act of 1934," the filing stated.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.


DELL INC: S&P Affirms 'BB-' CCR & Revises Outlook to Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and all issue-level ratings on Round Rock, Tex.-based Dell
Inc.  S&P also revised its outlook to positive from stable.

"The outlook revision to positive from stable reflects our
expectation that Dell will achieve stable revenues and modest
operating performance improvement in fiscal 2015," said Standard &
Poor's credit analyst Martha Toll-Reed.  "In addition we expect
debt reductions will result in improvement to Dell's financial
profile, such that the company will reduce adjusted leverage and
sustain it below 4x within the next 12 months."

Standard & Poor's ratings reflect Dell's "fair" business risk
profile and "aggressive" financial risk profile.

Dell's "fair" business risk profile incorporates:

   -- The company's strong brand name and good market position
      across its hardware product portfolio.

   -- A geographically diverse and broad customer base.

   -- Highly competitive market conditions and weak demand for
      personal computers (which comprise more than half of Dell's
      revenues).

   -- Dell's strategy to capture market share, while successful,
      had a significant impact on profitability.  A modest but
      improving revenue mix of higher-margin services and
      software.

   -- S&P's business risk assessment also incorporates its view of
      Dell's "low" country risk and "moderately high" industry
      risk for the technology hardware industry.  S&P's assessment
      of Dell's management and governance is "fair."

The rating reflects S&P's expectation that highly competitive
market conditions and declining demand for PCs will continue to
suppress revenue growth over the rating horizon.  In addition, a
more leveraged capital structure and diminished free operating
cash flow could impede Dell's ability to invest in growth
businesses and successfully adapt to evolving technologies and
market conditions.  Based on total revenues, Dell is the third-
largest U.S. computer systems company.

Dell's "aggressive" financial risk profile reflects adjusted
leverage (including S&P's captive finance and surplus cash
adjustment) of 4.2x as of Jan. 31, 2014.  The rating incorporates
Dell's commitment to use the majority of free operating cash flow
to reduce debt over the near-to-intermediate term.  Moderate
research and development spending and capital expenditures should
enable the company to generate significantly positive annual free
operating cash flow.


DETROIT, MI: Parties Appeal Orders Approving Financing, UBS Deal
----------------------------------------------------------------
Dexia Credit Local, Dexia Holdings, Inc., Erste Europaische
Pfandbrief-und Kommunalkreditbank Aktiengesellschaft in Luxemburg
S.A., FMS Wertmanagement Aor, Hypothekenbank Frankfurt AG, and
Hypothekenbank Frankfurt International S.A., appeal from the U.S.
Bankruptcy Court for the Eastern District of Michigan's order
approving the settlement and plan support agreement between the
City of Detroit and UBS AG and Merrill Lynch Capital Services,
Inc.

Hypothekenbank Frankfurt, Hypothekenbank International, and Erste
Europaische; and Syncora Guarantee Inc. and Syncora Capital
Assurance Inc., also appeal from the U.S. Bankruptcy Court for the
District of Michigan's order authorizing the City to obtain senior
secured post-petition financing on a superpriority basis in the
form of the Quality of Life Bond and the Swap Termination Bond
pursuant to the terms and conditions of the Bond Purchase
Agreements between the City and Barclays Capital Inc., as
Purchaser.

Chris Christoff, writing for Bloomberg News, reported that the
City's police is awaiting money for patrol cars, radios, armored
vests and modern computers from the $120 million loan from
Barclays PLC.  Bloomberg recalled that emergency manager Kevyn Orr
pledged $36.2 million for police from the loan.

The City of Detroit and LaSalle Town Houses Cooperative
Association, Nicolet Town Houses Cooperative Association,
Lafayette Town Houses, Inc., Joliet Town Houses Cooperative
Association, and St. James Cooperative, as plaintiffs in a class
action in the U.S. District Court for the Eastern District of
Michigan, Case No. 12-cv-13747, agreed that the class is certified
in the Chapter 9 case and the class claimants have the ability to
file or amend the class proof of claim if the District Court fails
to set aside its class certification order on or before the
pretrial date as set by the District Court.

The City and Syncora Guarantee and Syncora Capital Assurance also
entered into a stipulation limiting Syncora's request for
documents from the State of Michigan.

Next month, Bankruptcy Judge Steven Rhodes will convene a hearing
on May 15 to consider approval of Financial Guaranty Insurance
Company's motion directing the City to cooperate with interested
partis seeking to conduct due diligence on the art collection
housed at the Detroit Institute of Arts.  The City objects to the
request, complaining that it is an effort to interfere with the
City's unqualified exclusive right to propose a plan of adjustment
of its debts.  The City's Third Amended Plan includes a settlement
whereby the Art will be placed into a formal trust and, in
exchange for certainty that the City will not attempt to sell the
Art to satisfy creditors, certain foundations, the State, and the
DIA will provide approximately $816 million to reduce the levels
of underfunding in the City's retirement systems and in settlement
of numerous challenges to the City's rights in the Art.  FGIC
objects to the Disclosure Statement, complaining that the Plan
outline does not accurately describe the four indications of
interest in the DIA Collection.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Judge Rhodes held a hearing on April 28 to consider
creditors? objections to the latest version of the city?s debt-
adjustment plan and disclosure materials filed April 25.  Mr.
Rochelle related that the judge told the city to submit a proposed
order approving the disclosure statement.

At the April 29 hearing, the judge directed Detroit to provide
information to creditors regarding the value of the art collection
in the city?s museum, Mr. Rochelle further related.

Attorneys for the City of Detroit are Jonathan S. Green, Esq.,
Stephen S. LaPlante, Esq., and Timothy A. Fusco, Esq., at MILLER,
CANFIELD, PADDOCK AND STONE, P.L.C., in Detroit, Michigan; David
G. Heiman, Esq., and Heather Lennox, Esq., at JONES DAY, in
Cleveland, Ohio; and Bruce Bennett, Esq., at JONES DAY, in Los
Angeles, California.

Hypothekenbank Frankfurt AG, Hypothekenbank Frankfurt
International, Erste Europaishe is jointly represented by Howard
S. Sher, Esq. -- howard@jacobweingarten.com -- at Jacob &
Weingarten, P.C., in Troy, Michigan; Vincent J. Marriott, III,
Esq. -- marriott@ballardspahr.com -- at Ballard Spahr LLP, in
Philadelphia, Pennsylvania; and Matthew G. Summers, Esq. --
summersm@ballardsphar.com -- at Ballard Spahr LLP, in Wilmington,
Delaware.

Dexia Credit and Dexia Holdings are jointly represented by Deborah
L. Fish, Esq. -- dfish@allardfishpc.com -- at Allard & Fish, P.C.,
in Detroit, Michigan; and Thomas Moers Mayer, Esq. --
tmayer@kramerlevin.com -- at Kramer Levin Naftalis & Frankel LLP,
in New York.

FMS is represented by Rick L. Frimmer, Esq. --
rfrimmer@schiffhardin.com -- Mark Fisher, Esq. --
mfisher@schiffhardin.com -- Jeff Eaton, Esq. --
jeaton@schiffhardin.com -- and Michael W. Ott, Esq. --
mott@schiffhardin.com -- at Schiff Hardin LLP, in Chicago,
Illinois.

Attorney for Class Claimants is Robert N. Bassel, Esq. --
bbassel@gmail.com -- in Clinton, Mississippi.

FGIC is represented by Alfredo R. Perez, Esq., at Weil, Gotshal &
Manges LLP, in Houston, Texas; and Ernest J. Essad Jr., Esq., and
Mark R. James, Esq., at WILLIAMS, WILLIAMS, RATTNER & PLUNKETT,
P.C., in Birmingham, Michigan.

                  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.


DIGERATI TECH: Sale Procedures for Hurley & Dishon Units Okayed
---------------------------------------------------------------
Bankruptcy Judge Jeff Bohm approved amended bidding procedures for
the auction and sale of Digerati Technologies, Inc.'s affiliates
Hurley Enterprises, Inc., and Dishon Disposal, Inc.

Digerati Technologies on April 10 reported that it received
court approval of its Chapter 11 Plan of Reorganization.  The Plan
provides for the sale of the Company's 100% stock ownership
interests in two oilfield services subsidiaries, Dishon Disposal
and Hurley Enterprises.  Under the court-approved restructuring
plan, Digerati will eliminate approximately $63 million in debt
through the sale of Dishon and Hurley and emerge from Chapter 11
Bankruptcy as a "leaner" reorganized company that will continue
its cloud communication business.  The restructuring plan provides
for any surplus value from the sale of Dishon and Hurley to be
distributed to the reorganized Digerati and to creditors
affiliated with the former owners of Dishon and Hurley.

William R. Greendyke, trustee of the Hurley/Dishon Grantor Trust
Agreement, and the Reorganized Debtor filed an amended motion for
approval of bidding procedures to govern the sale of assets.

As reported in the Troubled Company Reporter on April 9, 2014, the
Plan was filed Feb. 27, 2014, by these parties-in-interest:

     * Riverfront Capital LLC,

     * Recap Marketing and Consulting LLP,

     * Rainmaker Ventures II Ltd., and

       WEM Equity Capital Investments Ltd.,

     * Hurley Fairview LLC,

     * Terry Dishon,

     * Sheyenne Rae Nelson Hurley, and

     * the Debtor

Pursuant to the Plan and Bankruptcy Settlement Agreement, the
deadline for completing the sale of the assets is Aug. 31, 2014.

The amended schedule for the sale of Dishon is:

     May 15, at 5 p.m.         Receipt and consideration of
                               potential stalking horse bids

     May 16, at 5 p.m.         receipt of all other bids
     May 22, at 10:00 a.m.     auction

     May 27, at 5:00 p.m.      deadline to file and serve
                               objections to the Trustee's
                               selection of the winning bidder and
                               auction process

     May 28                    hearing to approve the winning bid.

     June 11                   closing of the sale

The amended schedule with respect to Hurley is:

     June 19, at 5 p.m.        receipt and consideration of
                               potential stalking horse bids

     June 20, at 5 p.m.        receipt of all other bids

     June 24, at 10:00 a.m.    auction

     June 26, at 5:00 p.m.     deadline to file objections to the
                               Trustee's selection of the winning
                               bidder and auction process

     June 27                   hearing to approve the winning bid

     July 11                   closing

While the Trustee has not, to date, received any bids he would
accept as a "stalking horse" bid, the Trustee reserves the right
to accept such a bid and designate such bidding party as the
"stalking horse bidder."

The Trustee intends to run an auction sale process for each of the
assets that will take at least 60 days to complete.  For example,
the Dishon sales procedure calls for receipt of stalking horse
bids by May 15, 2014, and qualified bids by May 16, 2014; thus the
Trustee aims to serve the affirmed bidding procedures and
notices no later than April 28, 2014.

John D. Cornwell, Esq., at Fulbright & Jaworski LLP, represents
Mr. Greendyke; Edward L. Rothberg, Esq., represented the Debtor.

                 About Digerati Technologies, Inc.

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.

Earlier in the case, Rhode Holdings, LLC, sought the transfer of
venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division.  The
case, however, remained in Houston Bankruptcy Court.


DR. TATTOFF: Incurs $4.3 Million Net Loss in 2013
-------------------------------------------------
Dr. Tattoff, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.30 million on $3.65 million of revenues for the year ended
Dec. 31, 2013, as compared with a net loss of $2.83 million on
$3.20 million of revenues during the prior year.

As of Dec. 31, 2013, the Company had $2.89 million in total
assets, $6.90 million in total liabilities and a $4.01 million
total shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's current liabilities exceeded its current assets
by approximately $5,435,000, has shareholders' deficit of
approximately $4,013,000, has suffered recurring losses and
negative cash flows from operations, and has an accumulated
deficit of approximately $11,708,000 at Dec. 31, 2013.  This
raises substantial doubt about the Company's ability to continue
as a going concern.

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

                        http://is.gd/Z8YT1d

                         About Dr. Tattoff

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."


EAGLE BULK: Amends Waiver & Forbearance Agreement
-------------------------------------------------
Eagle Bulk Shipping Inc. on April 30 disclosed that the Company
has entered into a second amendment to its previously reported
Waiver and Forbearance Agreement in order to facilitate continued
discussions between the Company and the Lenders under its Fourth
Amended and Restated Credit Facility.

The second amendment to the Waiver, which was originally announced
on March 20, 2014, extends from April 30, 2014 to May 15, 2014 the
milestone requiring the Company and the Lenders constituting
"Majority Lenders" under the Credit Agreement to (i) agree on
terms of a restructuring of the obligations outstanding under the
Credit Agreement and (ii) execute a binding restructuring support
agreement or similar agreement documenting such agreed-upon terms.

Under the terms of the Waiver, the Lenders agreed to waive until
June 30, 2014 certain potential events of default, subject to the
Company's compliance with certain terms, conditions and milestones
as set forth in the Waiver.  The Waiver remains in effect on
substantially the same terms and conditions, with certain
modifications as set forth in the amendments.

While Eagle Bulk is continuing discussions with its Lenders as
part of the Waiver, the Company cautioned that there is no
assurance such discussions will result in a comprehensive
resolution.  Additional discussion regarding the impact of a
failure to reach a consensual resolution with the Lenders can be
found in the Company's Form 10-K for the year ended December 31,
2013 filed with the Securities and Exchange Commission on
March 31, 2014.

Additional details regarding the amendment to the Waiver are
provided in an 8-K filing available on the Company's website at
http://www.eagleships.com/sec-filing

                   About Eagle Bulk Shipping Inc.

Eagle Bulk Shipping Inc. is a Marshall Islands corporation
headquartered in New York.  The Company is a global owner of
Supramax dry bulk vessels that range in size from 50,000 to 60,000
deadweight tons and transport a broad range of major and minor
bulk cargoes, including iron ore, coal, grain, cement and
fertilizer, along worldwide shipping routes.


EDISON MISSION: Parent's Earnings Rise After Sale of Bankrupt Biz
-----------------------------------------------------------------
Maria Armental, writing for The Wall Street Journal, reported that
Edison International said its core earnings rose in the first
quarter, reflecting the company's work-force cuts and income tax
benefits.

According to the report, the company sold its Edison Mission
Energy business, which had filed for bankruptcy protection, to NRG
Energy Inc. in a roughly $2.6 billion deal.

Overall, Edison International reported a profit of $202 million,
or 54 cents a share, down from $298 million, or 83 cents a share,
a year earlier, the report related.  Core per-share earnings,
which exclude a legal settlement and discontinued operations, were
90 cents, up from 77 cents in the year-ago period.

Revenue slipped 7% to $2.93 billion, the report further related.
Analysts polled by Thomson Reuters had projected an adjusted
profit of 81 cents a share and revenue of $2.79 billion.

                   About Edison International

Edison International is the holding company of Southern California
Edison Company, a public utility corporation, and subsidiaries
that are competitive businesses primarily related to the
generation, delivery or use of electricity.  Edison and SCE's
principal executive offices are located in Rosemead, California.

                      About Edison Mission

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

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

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

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

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

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

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

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

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

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


EL PASO PIPELINE: Moody's Rates New $600MM Senior Notes 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the new $600
million senior notes offering by El Paso Pipeline Partners
Operating Company (EPBO). The notes are fully and unconditionally
guaranteed by El Paso Pipeline Partners, L.P. (EPB), the parent of
EPBO The proceeds of the note offering will be used to fund a
portion of the $2 billion acquisition from Kinder Morgan, Inc.
(KMI) of a 50% interest in Ruby Pipeline Holding Company, L.L.C.,
a 50% interest in Gulf LNG Holdings Group, LLC, and a 47.5%
interest in Young Gas Storage Company, Ltd. The purchase price
includes the assumption of roughly $1.0 billion of debt. The
remaining portion of the purchase price will be financed with
roughly $100 million of EPB units sold to KMI, a $225 million
secondary offering of EPB units, and borrowings under EPB's
revolving credit agreement.

"The acquisition of the interests in Ruby, Gulf LNG, and Young Gas
Storage appears to be at a reasonable multiple of EBITDA of
roughly 9x," said Stuart Miller, Moody's Vice President and Senior
Credit Officer. "However, including the assumed debt, over 80% of
the acquisition is being debt financed. The aggressive use of debt
in a transaction of this size is a clear indication of a non-
investment grade financial policy that tends to favor unitholders
over creditors. Moody's will be looking for the company to issue
additional equity over the course of 2014 and 2015 to re-balance
from the effect of this transaction. "

Assignments:

Issuer: El Paso Pipeline Partners Operating Company

  Senior Unsecured Regular Bond/Debenture, Assigned Ba1

  Senior Unsecured Regular Bond/Debenture, Assigned a range of
  LGD4, 51 %

Ratings Rationale

EPB and EPBO have an exceptionally strong set of assets and the
newly acquired assets will add further scale, diversity, and
contract-backed cash flow. If not for the partnership's aggressive
financial policy, and ownership and control by an equally
aggressive KMI, EPBO's assets could support a strong Baa unsecured
note rating. EPBO's leverage was about 3.5x at the end of the
first quarter of 2014 using proportional consolidation and run-
rate EBITDA. The leveraging acquisition of a 50% interest in Ruby
Pipeline, a 50% interest in Gulf LNG, and a 47.5% interest in
Young Gas Storage, will likely mean that EPBO's leverage will end
2014 in the neighborhood of 4.2x. This leverage level, along with
a distribution coverage ratio of about 1.0x, support EPBO's
current rating level of Ba1 given the high leverage at KMI.
Without a moderation in financial policy and less reliance on debt
financing, the rating could come under pressure once the
construction of the LNG export facility at Elba Island commences.
EPBO's leverage could approach 5.0x in 2016 if the entire project
is debt financed which would weakly position the rating until the
LNG facility is placed into service.

EPBO's rating is also influenced by the leverage at KMI, the owner
of EPBO's general partner. KMI's delay in dropping down FGT, along
with its share and warrant purchase program initiated in 2013 have
slowed down the retirement of El Paso Corporation acquisition
debt. Moody's project KMI's leverage to end 2014 at about 5.8x,
which is higher than the 5.0x Moody's envisioned when the
acquisition of El Paso Corporation closed in mid-2012. Until KMI's
leverage is reduced to this lower level, KMI's leverage will cast
a negative pall on the ratings of all of the members of the Kinder
family, including EPBO.

EPBO's SGL-2 liquidity rating reflects Moody's expectation that
EPBO will have sufficient liquidity over the next twelve months to
cover its maintenance capital spending, interest expense,
distributions, and working capital needs using internally
generated cash flow and through its access to the El Paso Pipeline
Partners, L.P. (EPB) revolving credit facility. Any significant
growth capital expenditures or acquisitions at EPBO will need to
be financed externally. EPB's $1 billion senior unsecured
revolving credit facility was unused at December 31, 2013 and
expires in 2016. The partnership is in compliance with the
maintenance covenants of the revolving credit facility by a margin
that would permit full usage of the credit facility without the
addition of any incremental EBITDA. Alternate liquidity is limited
as EPBO's assets are limited to stock positions in its operating
subsidiaries. The stock of these operating subsidiaries is not
publicly traded. The credit facility limits EPB and EPBO asset
dispositions to an amount that represents less than 10% of
consolidated tangible assets.

The senior unsecured notes are rated Ba1 under Moody's Loss Given
Default Methodology. The notes are rated the same as the CFR
because there is no secured debt in the capital structure.

EPBO's rating outlook is stable. EPBO's rating will be considered
for an upgrade once it is clear that EPBO's leverage will remain
below 4.5x, and when KMI's leverage approaches 5.5x. On the other
hand, EPBO could be downgraded if its leverage approaches 5.0x on
a sustained basis or if growth in its distribution program becomes
more aggressive, putting additional pressure on EPBO's cash flows
and liquidity.

El Paso Pipeline Partners Operating Company is part of a master
limited partnership that owns and operates interstate gas
transportation and terminal facilities. The general partner of El
Paso Pipeline Partners Operating Company is owned by Kinder Morgan
Inc., one of the largest midstream energy companies in the US.
Kinder Morgan Inc. operates product pipelines, natural gas
pipelines, liquids and bulk terminals, and CO2, oil, and natural
gas production and transportation assets. Both companies are
headquartered in Houston, Texas.


EAT AT JOE'S: Incurs $1.4 Million Net Loss in 2013
--------------------------------------------------
Eat at Joe's Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.38 million on $1.30 million of revenues for the year ended
Dec. 31, 2013, as compared with net income of $2.84 million on
$1.11 million of revenues during the prior year.

As of Dec. 31, 2013, the Company had $13.75 million in total
assets, $10.48 million in total liabilities and $3.26 million in
total stockholders' equity.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
raising substantial doubt about its ability to continue as a going
concern.

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

                         http://is.gd/GZTDRy

                            Filing Delayed

Eat at Joe's had filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.  The Company said it has experienced a delay in
completing the necessary disclosures and finalizing its financial
statements with its independent public accountant in connection
with the Annual Report.  As a result of this delay, the Company
was unable to file its Annual Report by the prescribed filing date
without unreasonable effort or expense.

                          About Eat at Joe's

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.


ELITE PHARMACEUTICALS: Lincoln Park to Sell $41.6MM Common Shares
-----------------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the offering of up to $41,600,000 worth of its shares of common
stock, par value $0.001, by Lincoln Park Capital Fund, LLC.

The shares of common stock being offered by the selling
shareholder have been or may be issued pursuant to the purchase
agreement dated April 10, 2014, that the Company entered into with
Lincoln Park.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of shares
by the selling shareholder.

A copy of the Form S-3 is available for free at:

                        http://is.gd/jPSbfr

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.

The Company's balance sheet at Dec. 31, 2013, showed $18.27
million in total assets, $23.20 million in total liabilities and a
$4.92 million total stockholders' deficit.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


ENERGY FUTURE: Heads to Court to Line Up Bankruptcy Financing
-------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Energy Future Holdings Corp. is headed to court to seek
preliminary approval on nearly $9.9 billion of bankruptcy
financing, money to support operations for the duration of Chapter
11 proceedings that the company says "could be lengthy."

According to the Journal, the Texas power seller will present the
judge with two finance packages that are keyed to an 18-month
deadline for Energy Future to file a Chapter 11 bankruptcy-exit
plan. The Dallas company has said it wants to spend less than a
year in bankruptcy, implementing a strategy of splitting up the
operation and handing out stakes to erase billions of dollars of
excess debt.

With total liabilities of more than $49 billion, including about
$42 billion of funded debt, Energy Future couldn't keep up the
interest payments and filed for Chapter 11 protection on April 29,
the Journal related.  In a filing on April 30 with the Securities
and Exchange Commission, Energy Future said it "is difficult to
estimate" how long the company will spend in bankruptcy and
admitted the proceedings "could be lengthy."

After months of talks aimed at ensuring a speedy pass through
Chapter 11, the company filed for bankruptcy protection having
come to terms with some, but not all, of its creditors, the
Journal further related.  Law360, citing experts, said Energy
Future's historic bankruptcy has some important lessons for
private equity players hoping to avoid a similar fate.  Energy
Future Holdings has become the largest energy company to file for
bankruptcy in the U.S., looking to shed nearly $40 billion in debt
in a prearranged restructuring deal.

"Several of the debtors' stakeholders coalesced around a global
restructuring," the Journal cited the company as saying in a court
0filing. The pages that show which creditors have actually signed
up for Energy Future's restructuring support agreement are
redacted in court papers.  Law360, citing experts, said those
prenegotiated deals are key to reducing litigation and expediting
a bankruptcy process that many companies can no longer afford.
The prenegotiated plan includes spinning off a subsidiary, Law360
said.

Energy Future's much-anticipated bankruptcy filing is among the
largest ever seen, but bankruptcy experts say that unless things
turn ugly with subordinated debtholders, the company should meet
its goal of exiting Chapter 11 in nine months, Law360 reported.
EFH CEO John Young said that he expects the company to confirm its
proposed reorganization plan within that time frame and complete
its restructuring within 11 months, the Law360 report added.

For Kirkland & Ellis LLP, which represents the energy giant,
Energy Future's landmark bankruptcy filing marks the biggest test
for a restructuring powerhouse whose deep bench has helped Ally
Financial Inc., Revel AC and a score of others emerge from Chapter
11 in recent years, Law360 said.  The long-rumored Chapter 11
proceedings for the troubled EFH may prove to be an appropriate
challenge for the teams from Kirkland and co-counsel Richards
Layton & Finger PA, which are seeking to avoid potentially painful
litigation over the utility's leveraged buyout, Law360 added.

           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.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.  The EFIH
unsecured creditors supporting the restructuring agreement are
represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor.  The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.

Epiq Systems is the claims agent.  The claims agent maintains a
Web site at http://www.efhcaseinfo.com/


ENERGY FUTURE: Bankruptcy Filing Boosts US Defaults, Fitch Says
---------------------------------------------------------------
Energy Future Holding's (EFH) bankruptcy filing on April 29, 2014,
has propelled the US high yield default rate to 2.8% and the US
institutional leveraged loan default rate to 4%, according to
Fitch Ratings.  Both series stood at 1.4% at the end of March and
have remained below 2% from 2010 through 2013 after peaking in
2009 at 13.7% and 10.5%, respectively.

EHF's Chapter 11 bankruptcy filing, though the result of a lengthy
process, has been widely anticipated.

Approximately 40% of institutional loan and high yield market
volume ($787 billion and $1.3 trillion, respectively, at the end
of March) is associated with companies with leveraged loans and
high yield bonds in their capital structure.  This group includes
some 300 borrowers with an average of $1 billion in term loans and
$1.5 billion in high yield bonds.

Since 2007, these joint issuers have accounted for 61% of total
defaulted leveraged loan volume ($161 billion).  On the high yield
side, 44% of default volume ($263.5 billion) over this period was
joint issuer debt.  EFH, with $16.6 billion in bonds and $19.2
billion in loans in Fitch's default indices, is among the largest
in this overlap group (others include CIT and Charter).

EFH's bankruptcy also underscores that some distressed debt
exchanges (DDE) simply defer the inevitable.  Fitch has calculated
that roughly one-third of distressed debt exchanges completed in
2008-2013 (79 issuers, $62 billion in bonds) recorded a subsequent
event of default.  The average time between the original DDE and a
second default for these companies was 1.1 years.  EFH completed
several DDEs in recent years with the last one in early 2013.


ENERGY FUTURE: Moody's Lowers Probability Default Rating to D-PD
----------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Ratings (PDR) of Energy Future Intermediate Holding Co. LLC (EFIH)
and Energy Future Competitive Holdings Co. (EFCH) to D-PD from
Caa1-PD and C-PD, respectively, following Energy Future Holdings
Corp's (EFH) filing for bankruptcy protection on
April 29, 2014.

Concurrently, Moody's downgraded the senior unsecured ratings of
EFH to Ca from Caa3; the senior unsecured ratings of EFIH to Caa3
from Caa1 and the senior secured 2nd lien notes of Texas
Competitive Electric Holdings Co. LLC (TCEH) to C from Ca. All
other ratings assigned to the EFH, EFIH, EFCH, and TCEH entities
are affirmed.

In addition, the Baa3 senior secured rating and stable rating
outlook at Oncor Electric Delivery Company LLC (Oncor) are
affirmed.

Subsequent to the actions, Moody's will withdraw the ratings
listed below because EFH, EFIH, EFCH, and TCEH have all entered
into bankruptcy.

Ratings Rationale

The rating action reflects the April 29, 2014 bankruptcy filing by
EFH and its wholly-owned subsidiaries including: EFIH, EFCH, and
TCEH.

Moody's ratings at both EFIH and EFCH have remained largely
unchanged following the bankruptcy announcement on April 29, 2014
as the current ratings had largely incorporated some form of
restructuring at those entities. That said, based on Moody's
preliminary understanding of the bankruptcy filing, the downgrade
of certain debt securities at EFH, EFIH and TCEH reflects the
likely recovery prospects for those defaulted debt securities.
When a debt instrument becomes impaired or defaults, Moody's
rating (prior to withdrawal) reflects the expectation for recovery
of principal and interest, as well as the uncertainty around the
expectation for recovery.

The affirmation of Oncor's Baa3 senior secured rating and stable
rating outlook reflect Moody's belief that the ring-fencing
provisions will sufficiently insulate Oncor from any bankruptcy
reorganization affects at its parent or affiliates. Oncor primary
regulator, the Public Utility Commission of Texas (PUCT), will
remain supportive to Oncor's long term credit quality, and Moody's
view Oncor's suite of approved regulatory cost recovery mechanisms
and timely recovery of prudently incurred costs and investments,
favorably. Oncor maintains adequate sources of liquidity to
withstand any modest financial impacts resulting from the
bankruptcy filings, and a potential write-off of approximately
$150 million will not impact Oncor's ratings of the stable rating
outlook.

All of the Loss Given Default assessments for EFH, EFIH, EFCH and
TCEH have been withdrawn.

The following ratings were downgraded and will be withdrawn:

Issuer: Energy Future Competitive Holdings

  Probability of Default Rating downgraded to D-PD from C-PD

Issuer: Texas Competitive Electric Holdings

  15% Sr Sec 2nd Lien Notes due 04/01/2021 downgraded to C from
  Ca, reflecting estimated recovery less than 35%

  15% Sr Sec 2nd Lien Notes Series B due 04/01/2021 downgraded to
  C from Ca, reflecting estimated recovery less than 35%

Issuer: Energy Future Intermediate Holding

  Probability of Default Rating downgraded to D-PD from Caa1-PD

  11.25%/12.25% Sr Unsec PIK Notes due 2018 downgraded to Caa3
  from Caa1, reflecting estimated recovery between 65% - 80%

Issuer: Energy Future Holdings Corp

  10.875% Sr Unsec Notes due 11/01/2017 downgraded to Ca from
  Caa3, reflecting estimated recovery at or near 60%

  11.25/12% Sr Unsec Toggle Notes due 11/01/2017 downgraded to Ca
  from Caa3, reflecting estimated recovery at or near 60%

  9.75% Sr Sec 1st Lien EFIH Transfer Notes due 10/15/2019
  (senior unsecured) downgraded to Ca from Caa3, reflecting
  estimated recovery between 35% - 65%

  10% Sr Sec 1st Lien EFIH Transfer Notes due 1/15/2020 (senior
  unsecured) downgraded to Ca from Caa3, reflecting estimated
  recovery between 35% - 65%

  5.55% Legacy Sr Unsec Notes Series P due 11/15/2014 downgraded
  to Ca from Caa3, reflecting estimated recovery between 35%-65%

  6.5% Legacy Sr Unsec Notes Series P due 11/15/2024 downgraded
  to Ca from Caa3, reflecting estimated recovery between 35%-65%

  6.55% Legacy Sr Unsec Notes Series P due 11/15/2034 downgraded
  to Ca from Caa3, reflecting estimated recovery between 35%-65%

The following ratings were affirmed and will be withdrawn:

Issuer: Energy Future Intermediate Holding

  Corporate Family Rating: Caa1

  Speculative Liquidity Rating: SGL-4

  10% Sr Sec 1st Lien Notes due 12/01/2020 affirmed at B3,
  reflecting estimated recovery between 95% - 97%

  6.875% Sr Sec 1st Lien Notes due 08/15/2017 affirmed at B3,
  reflecting estimated recovery between 95% - 97%

  9.75% Sr Sec 1st Lien Notes due 10/15/2019 (now senior
  unsecured) affirmed at B3, reflecting estimated recovery
  between 95% - 97%

  11.75% Sr Sec 2nd Lien Notes due 03/01/2022 affirmed at Caa1,
  reflecting estimated recovery between 90% - 95%

Issuer: Energy Future Competitive Holdings

  Corporate Family Rating: Ca

  Speculative Liquidity Rating: SGL-4

  9.58% Sr Unsec Notes due 12/04/2019 affirmed at C, reflecting
  estimated recovery less than 35%

  8.254% Sr Unsec Notes due 12/31/2021 affirmed at C, reflecting
  estimated recovery less than 35%

Issuer: Texas Competitive Electric Holdings

  $1.4B Revolving Credit Facility due October 2016 affirmed at
  Caa3, reflecting estimated recovery between 65% - 80%

  $645M Revolving Credit Facility due October 2016 affirmed at
  Caa3, reflecting estimated recovery between 65% - 80%11.5%

  Sr Sec 1st Lien Notes due 10/01/2020 affirmed at Caa3,
  reflecting estimated recovery between 65% - 80%

  Sr. Sec. Term Loan due 10/10/2014 affirmed at Caa3, reflecting
  estimated recovery between 65% - 80%

  Sr. Sec. Letter of Credit Facility due 10/10/2014 affirmed at
  Caa3, reflecting estimated recovery between 65% - 80%

  Sr. Sec. Term Loan due 10/10/2017 affirmed at Caa3, reflecting
  estimated recovery between 65% - 80%

  Sr. Sec Letter of Credit Facility due 10/10/2017 affirmed at
  Caa3, reflecting estimated recovery between 65% - 80%

  10.25% Sr Unsec Notes due 11/01/2015 affirmed at C, reflecting
  estimated recovery less than 35%

  10.25% Sr Unsec Notes Series B due 11/01/2015 affirmed at C,
  reflecting estimated recovery less than 35%

  10.5/11.25% Sr Unsec Toggle Notes due 11/01/2016 affirmed at C,
  reflecting estimated recovery less than 35%

  7.46% Legacy Sr. Sec. Notes due 01/01/2015 affirmed at C,
  reflecting estimated recovery less than 35%

  Legacy Pollution Control Bonds affirmed at C, reflecting
  estimated recovery less than 35%

The following ratings were affirmed:

Issuer: Oncor Electric Delivery Company

  Outlook: Stable

  4.1% Sr Sec Notes due 06/01/2022 affirmed at Baa3
  4.55% Sr Sec Notes due 12/01/2041 affirmed at Baa3
  5.0% Sr Sec Notes due 09/30/2017 affirmed at Baa3
  5.25% Sr Sec Notes due 09/30/2040 affirmed at Baa3
  5.3% Sr Sec Notes due 06/01/2042 affirmed at Baa3
  5.75% Sr Sec Notes due 09/30/2020 affirmed at Baa3
  6.375% Sr Sec Notes due 01/15/2015 affirmed at Baa3
  6.8% Sr Sec Notes due 09/01/2018 affirmed at Baa3
  7.0% Debentures due 09/01/2022 affirmed at Baa3
  7.0% Sr Sec Notes due 05/01/2032 affirmed at Baa3
  7.25% Sr Sec Notes due 01/15/2033 affirmed at Baa3
  7.5% Sr Sec Notes due 09/01/2038 affirmed at Baa3


ENVISION SOLAR: Incurs $2.8 Million Net Loss in 2013
----------------------------------------------------
Envision Solar International, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.79 million on $281,014 of revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $2.48 million
on $721,835 of revenues during the prior year.

As of Dec. 31, 2013, the Company had $727,556 in total assets,
$3.23 million in total liabilities, all current, and a $2.50
million total stockholders' deficit.

Salberg & Company P.A., in Boca Raton, Florida, issued a "going
cocnern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company reported a net loss of $2,793,910 and $2,481,728
in 2013 and 2012, respectively, and used cash for operating
activities of $1,591,667 and $1,162,812 in 2013 and 2012,
respectively.  At December 31, 2013, the Company had a working
capital deficiency, stockholders' deficit and accumulated deficit
of $2,604,146, $2,505,874 and $27,616,098 respectively.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.

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

                         http://is.gd/2xTQqo

                        About Envision Solar

Envision Solar International, Inc., is a developer of solar
products and proprietary technology solutions.  The Company
focuses on creating high quality products which transform both
surface and top deck parking lots of commercial, institutional,
governmental and other customers into shaded renewable generation
plants.


ESSAR STEEL: Moody's Assigns 'Caa1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Caa1 corporate family rating
and Caa1-PD probability of default rating to Essar Steel Minnesota
LLC (ESML). Moody's also assigned a Caa1 rating to the company's
proposed $450 million senior secured notes due 2021. Proceeds from
the offering will be used to help fund the development and start-
up of its planned integrated iron ore pellet facility. The rating
outlook is stable.

This is the first time Moody's has rated ESML

Assignments:

Issuer: Essar Steel Minnesota LLC

Probability of Default Rating, Assigned Caa1-PD

Corporate Family Rating, Assigned Caa1

Senior Secured Regular Bond/Debenture, Assigned Caa1, LGD 4, 50%

Ratings Rationale

The Caa1 corporate family rating (CFR) reflects the execution
risks facing ESML during the construction stage of its pellet
production facility (project) -- a period when the company will
exhibit high debt levels and substantial CAPEX while not yet
generating revenue and earnings. ESML will continue to face risks
as the project gradually ramps up to a production run-rate of 7
million tons/year, which the company has targeted to reach by the
first calendar quarter of 2016. Consequently, we expect the
company to exhibit negative free cash flow and very weak credit
metrics over the medium term, and to be vulnerable to the
potential for project milestone delays and cost over-runs.
Additionally, the company's mining and production cost position
could be pressured by weaker than expected ore grades, potential
operational problems and or input cost inflation.

The rating also incorporates ESML's lack of end-market
diversification, exposure to a high risk customer for some of its
off-take contract sales and vulnerability to unpredictable iron
ore prices. While spot iron ore prices were resilient for most of
2013, prices have since moved downward, dipping below $120/metric
ton (MT -- 62%Fe) and continue to exhibit weak fundamentals.

Against these constraints, the rating also reflects ESML's
relatively low expected mining and production cost base over the
next several years once the facility is fully operational. We view
this cost position as essential to providing cushion to ESML's
financial performance and ultimately, support for the rating,
given volatility in iron ore prices and new iron ore capacity
coming on stream globally which we expect to maintain downward
pressure on prices. The rating favorably considers the provisions
incorporated in the project construction and supply contracts,
which helps cover delays, underperformance and cost over-runs.
Additionally, the upfront funding from the proposed capital
structure (proposed notes offering, existing project finance and
suppliers' credit facilities, parent equity) includes debt service
reserves that cover a certain period of interest payments.
Finally, the rating incorporates the company's executed off-take
contracts (with ArcelorMittal and Essar Steel Algoma) which
provide ESML with a ready customer base once the facility
commences operations.

Although major infrastructure work, such as rail, power, ntaural
gas lines, is mostly completed, in our view, ESML will maintain a
relatively high risk profile through the construction and ramp-up
stage of the project, as well as for a period after the facility
has been commissioned and is fully operational. The company has
stated that site work is ongoing and certain project milestones
related to engineering, procurement and construction have already
been completed as of December 31, 2013. However, there remains a
significant level of development and capital spending that is
required before the project is ready for commissioning and during
the ensuing ramp-up to an optimal production level of
approximately 7 million MT/year. In addition, development cost
over-runs and project milestone delays can aggravate cash burn and
lengthen the timeframe for metrics to improve, while built-in
protections within the project construction and supply contracts
may potentially not be sufficient to cover the impact of such
unforeseen events. The company could also face challenges should
project completion and ramp-up, and commencement of earnings
generation be delayed beyond the period covered by the debt
service reserve.

ESML's executed off-take contracts will provide a degree of
predictability as to its sales volumes. A majority of the
company's production, including all pellets expected to be
produced in the first few years after commissioning, has been
committed to ArcelorMittal USA (AMUSA; parent ArcelorMittal rated
Ba1, negative outlook). However, a portion of the company's future
volumes will be supplied to Essar Steel Algoma Inc. (ESA; Caa1,
negative outlook), a company that carries a high credit risk
profile and faces substantial debt maturities over the next two
years. We believe that ESML's ability to meaningfully expand its
customer base beyond these two customers could be limited given
that most integrated steel producers already have either a
significant share of their pellet requirements contracted from
other suppliers, or currently produce or target to produce
internally or through joint venture agreements. Furthermore,
pricing for both of ESML's contracts is determined, among other
factors, by the trailing spot price for iron ore fines.
Consequently, profitability can be highly influenced by
unpredictable iron ore price swings.

The Caa1 rating assigned to the $450 million senior secured notes
is on par with ESML's CFR as all debt in the capital structure is
at parity. The notes have a first priority lien on substantially
all of the company's tangible and intangible assets and will share
the same security as debt issued under the existing project
finance and suppliers' credit facilities. Under the proposed terms
of the notes indenture, should ESML enter into an asset-backed
revolving credit agreement (ABL), the notes will have a second
priority claim on the assets (receivables and inventory and
accounts related thereto) that will be pledged on a first priority
basis to the ABL.

The stable outlook presumes that ESML will successfully complete
the project and production ramp-up to its targeted levels on time
and on budget and that once operational, the company will generate
acceptable earnings levels given its low cost position.

Negative rating pressure could develop if the project completion
and production ramp-up is delayed or the construction and other
start-up costs run significantly over budget such that liquidity
deteriorates and ESML will generate negative free cash flow for a
longer than expected period. The rating or outlook could also be
negatively affected should any of the company's off-take customers
be unable to fulfill their contractual requirements, leading to an
erosion in ESML's customer base. Quantitatively, the ratings could
be downgraded if debt-to-EBITDA and EBIT-to-interest are likely to
approach and be sustained above 7 times and below 1 times,
respectively.

Given the timeframe and risks facing ESML before the facility is
commissioned and starts to generate revenues, the still
substantial levels of CAPEX required to complete the project,
risks associated with the company's customer base, and volatility
in iron ore prices, a ratings upgrade is unlikely at this time
over the next twelve to eighteen months.

Headquartered in Hibbing, Minnesota, Essar Steel Minnesota LLC
(ESML) is currently constructing an integrated iron ore pellet
production facility (project) in the western Mesabi Iron Range in
Minnesota. Once completed, ESML's operations will include an iron
ore mine with 1.7 billion metric tons of proven and probable
reserves, facilities for crushing and iron concentration, a rail
and train-loading system, and a pelletizing plant. The company has
targeted commencing production in the second calendar quarter of
2015 and ramping up to an annualized rate of 7 million MT/year in
early 2016. ESML is 100% owned by its ultimate parent, Essar
Global Fund Limited, domiciled in the Cayman Islands. Essar Global
has interests in a diverse range of industries, including
steelmaking and iron ore production as well as companies involved
in engineering, procurement and construction, including pellet
plants. The company's most recent fiscal year-ending period was
March 31, 2014.

As a start-up project under development, ESML does not currently
generate revenues. The company expects to fund the completion of
the project, including interest and contingency reserves, through
a combination of the proposed bond offering, borrowings under
existing project finance and suppliers' credit facilities, and
equity contributions from its parent.


EXPERIENCE INC: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Experience, Inc.
        600 Atlantic Avenue, 20th Floor
        Boston, MA 02210-0000

Case No.: 14-11240

Chapter 11 Petition Date: April 28, 2014

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Wojciech F Jung, Esq.
                  LOWENSTEIN SANDLER LLP
                  1251 Avenue of the Americas
                  New York, NY 10020
                  Tel: (212)262-6700
                  Fax: (973)597-2465
                  Email: wjung@lowenstein.com

                    - and -

                  Sharon L. Levine, Esq.
                  LOWENSTEIN SANDLER LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2374
                  Fax: (973) 597-2375
                  Email: slevine@lowenstein.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Podgainy, chief restructuring
officer.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-11240.pdf


FREESCALE SEMICONDUCTOR: Fitch Hikes Issuer Default Rating to 'B-'
------------------------------------------------------------------
Fitch Ratings has upgraded the Long-term Issuer Default rating
(IDR) for Freescale Semiconductor, Inc. to 'B-' from 'CCC'.  The
rating Outlook is Positive. Fitch's actions affect $5.8 billion of
total debt.

The ratings and Outlook reflect Fitch's expectations for
strengthening operating performance and free cash flow (FCF),
enabling debt reduction and the potential for total debt to
operating EBITDA (total leverage) approaching 5.5x over the
intermediate term.

Fitch expects strong demand, particularly in automotive, which
represents more than 40% of revenues, and wireless infrastructure
markets will drive low- to mid-single digit revenue growth in
2014.  Longer term, Fitch expects low-single digit growth within
the context of the semiconductor cycle.

The combination of higher revenues, increasing utilization rates
and efficiencies will drive operating EBITDA toward more than $1
billion in 2014 with mid-cycle operating EBITDA margin ranging
from 20%-25%.

Nearly $150 million of lower interest expense from recent
refinancing and debt reduction actions will strengthen annual FCF
to $250 million to $500 million through the intermediate-term.
Assuming a portion of FCF is used for debt reduction, Fitch
believes total leverage could fall below 6x exiting 2014 and 5.5x
in 2015.

Positive global vehicle production growth and increased
electronics content will drive automotive microcontroller (MCU)
and radio frequency (RF) growth, given Freescale's leading share
positions and significant exposure to automotive.  Cloud
penetration and datacenter growth will drive embedded processors
demand, and benefitting the networking segment.  The multi-year
build-out of LTE capacity in China should drive solid growth in
communications processors and RF over the intermediate-term, given
Freescale's penetration with China's leading wireless providers.

Freescale's $745 million follow-on equity offering in early 2014
supports the company's focus on de-levering the balance sheet.  In
conjunction with continued debt refinancing to extend upcoming
maturities at lower rates, this has reduced annual interest
expense by $150 million, strengthening the company's FCF profile.

Fitch believes credit metrics will strengthen over the
intermediate-term with total leverage approaching or falling below
5.5x and operating EBITDA to gross interest expense (interest
coverage) approaching or exceeding 3x in 2015.  For the latest-12-
months (LTM) ended March 31, 2014, Fitch estimates total leverage
was 6.3x and interest coverage was 2.6x.  On an adjusted basis,
total debt plus capitalized operating leases to operating EBITDA
plus rental expense will trend to 5x from 6.7x for the LTM ended
March 31, 2014.

Key Rating Drivers

The ratings continue to reflect Freescale's:

-- Leading share positions for embedded processors in markets
    characterized by longer product life cycles, including
    automotive microcontrollers (MCU), from which Freescale
    generates 40% of total revenues, and radio frequency (RF)
power
    devices for mobile wireless infrastructure;

-- Secular growth in key end markets, including unit growth and
    increased content in automotive, proliferation of mobile
    devices and demand for bandwidth in networking, and increased
    connectivity for industrial, translating into low- to mid-
    single digit longer-term revenue growth; and

-- Expectations for low but growing annual FCF, driven by
interest
    expense reductions and more stable revenues.

Ratings concerns center on Freescale's:

-- Limited financial flexibility from significant debt levels and
    interest expense, which Fitch believes will require
refinancing
    to meet debt maturities given modest expectations for annual
    FCF;

-- Structural challenges growing market share due to meaningful
    incumbent supplier advantages associated with long-term design
    collaboration, which at the same time fortify Freescale's
long-
    term customer relationships and leading market positions; and

-- Significant fixed investments in research and development
(R&D)
    and capital spending in aggregate to maintain competitive
    technology roadmap.

Ratings Sensitivities

Positive rating actions could occur if Freescale:

-- Achieves annual FCF of more than $250 million from solid
    revenue growth and profit margin expansion; and

-- Uses a portion of FCF to reduce debt resulting in total
    leverage approaching 5.5x.

Conversely, negative rating actions could occur if:

-- FCF is below expectations from lower than anticipated revenue
    growth and profit margin contraction, likely due to customer
    market share losses, pressured demand in China or automotive
    markets; or

-- Freescale does not meaningfully reduce debt with FCF,
resulting
    in only modestly lower total leverage.

Fitch believes Freescale's liquidity was sufficient as of March
31, 2014 and consisted of:

-- $709 million of cash and equivalents, roughly two-thirds of
    which is located outside the U.S.; and

-- $384 million (net of $16 million of letters of credit) of
    remaining availability under the $400 million senior secured
    RCF due 2019.

Fitch's expectations for more than $250 million of annual FCF also
support liquidity.

Total debt was approximately $5.8 billion as of Mar. 31, 2014 and
consisted of:

-- $2,714 million of senior secured term loans due 2020
-- $796 million of senior secured term loans due 2021
-- $500 million of senior secured notes due 2021
-- $960 million of senior secured notes due 2022
-- $853 million of senior unsecured notes due 2020.

The Recovery Ratings (RR) reflect Fitch's belief that Freescale's
enterprise value, and hence recovery rates for its creditors, will
be maximized as a going concern rather than liquidation scenario.
In estimating a distressed enterprise value, Fitch assumes post-
reorganization operating EBITDA of $750 million.  Fitch applies a
5x distressed EBITDA multiple to reach a reorganization enterprise
value of approximately $3.75 billion.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event. After reducing the amount available in
reorganization for administrative claims by 10%, Fitch estimates
the senior secured debt would recover 51%-70%, equating to 'RR3'
Recovery Ratings.  The senior unsecured and senior subordinated
debt tranches would recover 0%-10%, equating to 'RR6' Recovery
Ratings and reflect Fitch's belief that minimal if any value would
be available for unsecured note holders.

Fitch's upgrades Freescale's ratings as follows:

-- IDR to 'B-' from 'CCC;
-- Senior secured bank revolving credit facility (RCF) to 'B/RR3'
     from 'CCC+/RR3';
-- Senior secured term loans to 'B/RR3' from 'CCC+/RR3';
-- Senior secured notes to 'B/RR3' from 'CCC+/RR3';
-- Senior unsecured notes to 'CCC/RR6' from 'CC/RR6'.


HARROGATE INC: Fitch Affirms 'BB+' Rating on $11.3MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued on behalf of Harrogate, Inc.:

-- $11,360,000 of New Jersey Economic Development Authority
    revenue refunding bonds, series 1997.

The Rating Outlook is Stable.

Security

The bonds are secured by mortgage on certain property and
equipment and a debt service reserve fund.

Key Rating Drivers

Solid Liquidity: Harrogate's liquidity metrics of 327.3 days cash
on hand (DCOH), 119% cash to debt and 10.5x cushion ratio at Dec.
31, 2013 are very strong for the rating level and is a key credit
strength. Liquidity has remained steady since 2009, and Fitch
expects ongoing stability in liquidity over the near term.

Light Operating Profitability: Harrogate's operating profitability
remains light, reflecting soft occupancy and a competitive service
area which has limited pricing power. Despite improvement in 2013
(to -2.1%) from (-7.1%) in 2012, net operating margin (NOM)
remains light. Further, Harrogate's operating ratio of 104.2% is
elevated even in light of its Type-A contract.

Manageable Debt Burden: Harrogate's debt burden remains manageable
with maximum annual debt service (MADS) as a percent of revenue of
6.6%. While MADS coverage by turnover entrance fees was solid at
3.1x in 2013, it reflects the benefit of a $2 million
contribution. Excluding the contribution, Harrogate's coverage per
its debt service covenant calculation was 1.75x, reflecting lower
net entrance fee receipts and light operating profitability.

Future Capital Plans: Harrogate's high average age of plant of
22.3 years in 2013 is indicative of deferred capital spending and
is a credit concern.  Management continues to review a possible
renovation/replacement of its health care center although no time
frame has been developed.

Suppressed Ilu Occupancy: Independent living unit (ILU) occupancy,
while improved from 75.1% in 2011, remained stressed at 77.5% in
2013.  Although Harrogate had a solid 43 move-ins in 2013, high
attrition rates continued to suppress overall occupancy.
Management is budgeting to reach 85% occupancy by 2015 with an
approximate 46 move-ins annually in the near to medium term.

Rating Sensitivities

Core Operating Stability: While Harrogate's balance sheet provides
a strong financial cushion for payment of debt service, Harrogate
will need to sustain core operating profitability to meet its debt
service coverage requirements based on expected net entrance fee
receipts.

Credit Profile

Harrogate is a type A continuing care retirement community (CCRC)
located in Lakewood, New Jersey with 273 ILUs and 68 skilled
nursing facility (SNF) beds.  Total revenues in 2013 were $17.7
million.

Solid Liquidity

Harrogate's $14.2 million in unrestricted cash and investments at
Dec. 31, 2013 equated to solid liquidity metrics of 327.3 DCOH,
119% cash to debt and 10.5x cushion ratio.  Liquidity has remained
largely stable since 2009 and Fitch considers Harrogate's
liquidity position a key credit strength at the 'BB+' rating
level, providing a strong financial cushion against poor operating
profitability.  Fitch anticipates ongoing stability in Harrogate's
liquidity position over the near term.

Weak Operating Profitability

Harrogate's somewhat weak operating profitability over the last
few years reflects soft occupancy, a competitive service area and
the continued impacts from the recession.  NOM-adjusted has been
erratic at 6.8% in 2011, 14.8% in 2012 and 7.4% in 2013.
Historical entrance fee discounting has resulted in volatile net
entrance fee receipts and the soft occupancy has negatively
impacted core profitability.  In 2013, Harrogate generated MADS
coverage by revenue only of 3.1x in 2013 which was improved from
2.2x in the prior year.  However, coverage reflects the benefit of
a $2 million in contributions received in 2013, without which
coverage would have declined from prior year.

Manageable Debt Burden

Harrogate's debt is fixed rate with level debt service through
maturity.  The debt burden is manageable with MADS as a percent of
revenue of 6.6% and debt to net available of 2.9x, both low for
the rating level.  However, Fitch notes that the $2 million in
contributions masked weaker entrance fee levels of $1.5 million in
net entrance fees in 2013, weaker than the $3.6 million received
in 2012.  Still, debt to net available was 2.9x, improved from
8.2x in 2011 and indicative of moderate leverage.  No additional
debt is expected over the near term.

Future Capital Plans

Harrogate's deferred capital needs remain a credit concern,
supported by a high average age of plant of 22.3 years in 2013.
Harrogate's capital budget for 2014 is increased from prior years
at $3.3 million, compared to $926,000 spent in 2013, and includes
sidewalk and asphalt renovations, an installation of an integrated
electronic medical record and video surveillance software, as well
as some carry-over from 2013.  Additional future capital plans in
the medium to long term could include the construction of a new
health center and the expansion and renovation of current ILUs.
Harrogate's medium to long term plans are not incorporated in the
current rating and will be reviewed when more clarity and
certainty about the size and scope of the projects becomes
available.

Suppressed Ilu Occupancy

Although the number of move-ins increased to 43 in 2013 from 40 in
2012 and 25 in 2011, Harrogate's ILU occupancy remained modest at
77.5%, largely due to elevated attrition rates (45 in 2013).
Despite the higher number of units sold in 2013, Harrogate
collected just $1.5 million in net entrance fee receipts compared
to $3.6 million in net entrance fee receipts in 2012.  Management
is budgeting for 46 move-ins against a more normalized 36
vacancies annually over the medium term, supported by a larger
sales team and focused discounting on certain units, which should
help improve occupancy to 85% by 2015.  In order to support the
'BB+' rating Fitch expects Harrogate to generate adequate debt
service coverage from operations, which will require improved net
entrance fee receipts and steady operating cash flow going
forward.

Disclosure

Harrogate provides its annual financial statements to the
Municipal Securities Rulemaking Board's EMMA system, along with
regularly scheduled disclosure calls to bondholders.  Fitch
reports that disclosure has been timely and complete, with good
access to management.


HOPKINS COUNTY HOSP: Moody's Cuts Rating on $22.7MM Bonds to B1
---------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba3 the long-
term bond rating assigned to Hopkins County Hospital District's
(HCHD) $22.7 million of outstanding Series 2008 fixed rate
hospital revenue bonds. The outlook remains negative at the lower
rating level. The downgrade and negative outlook are due to a
marked decline in liquidity and continuation of low operating
performance.

HCHD owns and operates Hopkins County Memorial Hospital (HCMH), a
54-staffed bed acute care hospital located in Sulphur Springs, TX.

Summary Rating Rationale

The rating downgrade is attributable to a weakening of HCHD's
balance sheet through a marked decline in liquidity and the
continuation of low operating performance with declines in
admissions and variability in other volume metrics. Operating
losses continue for the system, spearheaded by increasing losses
by the expanding physician group and resulting in a decline in
liquidity with the use of cash flow for debt service and capital.
The negative outlook is based on Moody's concern for an ability to
strengthen the balance sheet in both the near and longer term
given the challenges to reimbursement, especially with Medicare
representing 54% of gross revenues, and Medicaid with the reliance
on supplemental funding for operations and the currently scheduled
expiration of the 1115 Waiver program in 2016.

Challenges

-- Absolute unrestricted liquidity continued to decline in
    fiscal year (FY) 2013 with cash dropping to 69 days and cash-
    to-direct debt weakening to 35%.

-- Margins remain weak despite operational improvement with a
    5.2% operating loss and 4.9% operating cash flow margin.
    Moody's-adjusted debt service coverage ratio for the system
    is low at 1.2 times, yet obligated group coverage, which
    consists of the hospital only and not the employed physician
    group is stronger.

-- Volume trends continue to be mixed, with ongoing shifts in FY
    2013 to lower reimbursement settings, yet combined admissions
    and observation stays increased. Admissions decreased 7.3% in
    2013.

-- Small active medical staff of just over 30 physicians drives
    small admission, revenue and asset bases that create
    vulnerability to physician or service interruptions.

Strengths

-- HCMH is the only hospital in Hopkins County, with the nearest
    competitor of size located 32 miles to the west in
    Greenville; HCHD is coterminous with Hopkins County, with A2
    General Obligated Limited Tax rated county debt.

-- Completion of major capital projects in 2010 removes need for
    critical capital spending in the near term, enabling HCHD the
    ability to preserve liquidity. Unrestricted liquidity is
    conservatively invested all in cash and cash equivalents. A
    defined contribution pension plan and no swap agreements
    remove unexpected demands on cash.

-- As a District hospital, HCHD has taxing capability of up to
    $0.25 per $100 of assessed property values, with the District
    Board showing a willingness and ability to increase the tax
    rate.

-- HCHD realized improvement in operating performance in FY 2013
    and interim six months FY 2014.

Outlook

The negative outlook is attributable to continued pressures on
operating performance, including Medicare revenue pressures,
anticipated further growth in the number of employed physicians,
at risk supplemental payments, and a decreased flexibility to
increase tax revenues due to nearing the tax rate ceiling.

What Could Change The Rating UP

The rating is unlikely to move up in the near term given HCHD's
weak liquidity metrics and operating performance. Positive rating
movement would be considered with growth in liquidity and
consistent generation of operating profits.

What Could Change The Rating DOWN

A rating downgrade would be considered with a loss of supplemental
funding or a marked decrease in tax revenues. Further declines in
unrestricted liquidity with low cash flow generation would be a
considering factor for a downgrade.


GLW EQUIPMENT: U.S. Trustee Wants Dismissal or Conversion
---------------------------------------------------------
The United States Trustee asks the Bankruptcy Court to dismiss the
Chapter 11 cases of Western Star Transportation, LLC, Western
Refrigerated LTL Services, LLC, and GLW Equipment Leasing, LLC, or
to convert them to Chapter 7 cases.

GLW Equipment owns and leases road trucking equipment to Western
Star and Western Refrigerated. Western Refrigerated in turn
re-leases its equipment to Western Star. Western Star is the main
operating entity of the related debtors which operates the over
the road trucking business. All three entities are owned and
controlled by the extended Cadwallader family.

The three bankruptcy cases have not been substantively
consolidated nor jointly administered. However, operations of the
separate debtors are mutually dependent such that none of the
entities can continue in business if the others are likewise not
operating.

Michael R. Fadlovich, Esq., at the U.S. Trustee's Office, in
Minneapolis, Minnesota, observes that the three debtors have
determined that they cannot reorganize under Chapter 11 and cannot
sell the businesses as a going concern. Instead, they are working
with secured creditors to have their tractor/trailer hauling
operations wound down in the future.

Each of the secured creditors have declared defaults and obtained
orders lifting the automatic stay so that they can repossess their
tractor/trailer collateral. Upon recovery of that collateral, the
related debtors will be without over the road trucking equipment
with which to continue operations. As a result, there is a clear
absence of an ability to reorganize under Chapter 11, says Mr.
Fadlovich.

Western Star and GLW Equipment have already begun selling
substantial trucking equipment, which will ultimately put all
three related debtors out of business. Mr. Fadlovich notes that
this establishes that they do not expect to continue in business
in the future.

The U.S. Trustee believes that conversion to Chapter 7 is a
preferable alternative to dismissal because there may be assets to
be administered by a Chapter 7 trustee. Although a trustee may
decide to abandon any remaining interest in tractors and trailers,
there remains other equipment, inventory and accounts receivable
which warrant investigation by an independent fiduciary.

         GLW, Western Refrigerated, Western Star Respond

Counsel to the Debtors, Michael F. McGrath, Esq., at Ravich Meyer
Kirkman Mcgrath Nauman & Tansey, in Minneapolis, Minnesota,
assures the Court that GLW, Western Refrigerated and Western Star
intend to voluntarily convert each of the three cases to Chapter 7
by June 15, 2014.  GLW will be converted immediately following the
closing of an upcoming Court-approved sale.

Both Western Refrigerated and Western Star must complete billings
for loads brokered or delivered through April 19.  Final
administrative payroll will follow completion of billings.
Thereafter, they will incur no employee or equipment related
costs.

Mr. McGrath relates that they have been advised by Marquette
Transportation Finance, Inc. that collection of accounts
receivables before conversion to Chapter 7 will significantly
increase the recovery for creditors. If cases are converted before
accounts are collected and the claims of Marquette and
Transportation Alliance Bank, Inc., are satisfied, projected
recovery to unsecured creditors is substantially reduced if not
completely lost, adds Mr. McGrath.

GLW, Western Refrigerated and Western Star want to complete the
liquidation process by collecting accounts and satisfying the
Marquette and the bank's claims against account proceeds,
consolidate and assemble books and records for the Chapter
trustees, fix by agreement and court approval the deficiency
claims of equipment lenders, and reconcile cash to be turned over
to the Chapter 7 trustees before the cases are converted.

All of the planned activities will be completed at no additional
budgeted costs to the estates, Mr. McGrath says.

                    About GLW Equipment Leasing

GLW Equipment Leasing, LLC, a Minnesota limited liability company
formed to own and manage a truck and trailer equipment lease
portfolio, filed a bare-bones Chapter 11 petition (Bankr. D. Minn.
Case No. 13-44202) in Minneapolis, Minnesota, on Aug. 27, 2013.
The Debtor was formed on the same day the bankruptcy case was
filed.  Warren Cadwallader signed the petition as president.  The
Debtor estimated at least $10 million in assets and liabilities.

Michael F. McGrath, Esq., at Will R. Tansey, Esq., and Michael D.
Howard, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey,
P.A., Minneapolis, MN, serves as the Debtor's counsel.

Judge Katherine A. Constantine oversaw the case.  On Oct. 15,
2013, Judge Constantine transferred the case to Judge Michael E.
Ridgway.


GLW EQUIPMENT: Court Allows Use of Cash Collateral
--------------------------------------------------
The Bankruptcy Court allows GLW Equipment Leasing LLC to use cash
collateral in aid of equipment wind down.  As mandated by the
Court, GLW Equipment will surrender its equipment collateral and
notify equipment lenders of the equipment's locations.

GLW Equipment has been liquidating or surrendering its fleet.
Surrender of equipment and liquidation is being done in an orderly
manner, ensuring that the equipment is properly maintained and
operated, the equipment is delivered to the secured creditors
rather than left in various places around the country, and the
administrative expenses of liquidation are properly paid.

Michael F. McGrath, Esq., at Ravich Meyer Kirkman Mcgrath Nauman &
Tansey, in Minneapolis, Minnesota, explained that GLW Equipment
could not obtain a buyer for its operations at a price in excess
of equipment value or successfully reorganize due to the amount of
its secured obligations and the lack of cooperation of its
lenders.

GLW Equipment needs to use cash collateral through May 15, 2014,
to pay operating expenses required to properly liquidate its
fleet.  Collateral value is estimated to be over $12 million:

    Cash                                   $     6,379
    Furniture, Fixtures, Equipment          12,156,000
                                           ===========
                                           $12,156,379

General Electric Capital Corporation, PACCAR Financial Corp, Volvo
Financial Services, secured creditors of GLW Equipment, consents
to the use of cash collateral to the extent it is used in paying
operating expenses and surrendering equipment collateral, and
provided that secured creditors' interests are adequately
protected.

                    About GLW Equipment Leasing

GLW Equipment Leasing, LLC, a Minnesota limited liability company
formed to own and manage a truck and trailer equipment lease
portfolio, filed a bare-bones Chapter 11 petition (Bankr. D. Minn.
Case No. 13-44202) in Minneapolis, Minnesota, on Aug. 27, 2013.
The Debtor was formed on the same day the bankruptcy case was
filed.  Warren Cadwallader signed the petition as president.  The
Debtor estimated at least $10 million in assets and liabilities.

Michael F. McGrath, Esq., at Will R. Tansey, Esq., and Michael D.
Howard, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey,
P.A., Minneapolis, MN, serves as the Debtor's counsel.

Judge Katherine A. Constantine oversaw the case.  On Oct. 15,
2013, Judge Constantine transferred the case to Judge Michael E.
Ridgway.


GLYECO INC: Reports $4 Million 2013 Net Loss
--------------------------------------------
GlyeCo, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.01 million on $5.53 million of net sales for the year ended
Dec. 31, 2013, as compared with a net loss of $1.86 million on
$1.26 million of net sales in 2012.

As of Dec. 31, 2013, the Company had $15.69 million in total
assets, $3.34 million in total liabilities, $1.17 million in
mandatorily redeemable series AA convertible preferred stock, and
$11.18 million in total stockholders' equity.

Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, 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 yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve viable profitable operations.  These factors
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/V3Y59S

                        About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.


GO DADDY: S&P Revises Outlook to Stable & Affirms 'B' CCR
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Scottsdale, Ariz.-headquartered Go Daddy Operating Co. LLC to
stable from positive, and affirmed its 'B' corporate credit rating
on the company.

At the same time, S&P assigned the company's proposed $1.1 billion
senior secured term loan B due 2021 and $150 million senior
secured revolving credit facility due 2019 our 'B' issue-level
rating (at the same level as the corporate credit rating), with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for secured lenders in the event
of a payment default.

The company will use the proceeds to fund a $350 million special
dividend to unitholders and refinance the current amount
outstanding under its term loan.

The outlook revision to stable reflects S&P's view that a rating
upgrade is not likely over the next 12 months, primarily because
of the company's aggressive financial policy and shareholder-
favoring activity.

The rating on Go Daddy reflects S&P's expectation that the
company's debt leverage will remain high for the next several
years, that it will generate positive discretionary cash flow, and
financial policy will remain aggressive.  S&P also expects tuck-in
acquisitions.  S&P assess Go Daddy's business risk profile as
"weak" because of keen competition in the Web services market for
small and midsize business spending and because its EBITDA margin
is lower than its peers'.  S&P views the financial risk profile as
"highly leveraged" based on Go Daddy's high lease-adjusted debt-
to-EBITDA ratio, which is consistent with the indicative ratio of
5x or greater that S&P associates with a "highly leveraged"
financial risk profile.  These risks are minimally offset by Go
Daddy's well-known brand and increased revenue diversity from
higher margin non-domain Web products.  S&P's management and
governance assessment of the company is "fair."

Go Daddy is a Web-based service provider focused on helping small
and midsize businesses establish, design, maintain, host, promote,
and optimize their online presence.  Despite increased success in
cross-selling its services, it faces certain industry risks that
could become more pressing, in S&P's view.  Go Daddy is currently
the market leader for domain name services and Web site hosting.
These already competitive markets could become more difficult if
new players enter the market, although Go Daddy has gained
customers when faced with new entrants.  S&P also sees the risk
that a slow economy could reduce small and midsize business
spending.  S&P believes this could affect the company's higher-
margin services, as well as the renewal of domain names that
clients are not using, and slow the company's revenue growth.
Although Go Daddy has somewhat improved its revenue diversity and
now offers more than 50 products, domain registration still
accounted for nearly 60% of its revenue as of Dec. 31, 2013.  S&P
expects the contribution of domain registration (as a percentage
of revenues) to continue gradually decreasing as the company
cross-sells additional products.


GOLDKING HOLDINGS: Court Okays Claro Group as Panel's Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized the Official Committee of Unsecured Creditors for the
bankruptcy case of Goldking Holdings LLC and its debtor-affiliates
to retain to retain The Claro Group LLC as its financial advisor.

As reported in the Troubled Company Reporter on March 21, 2014,
Claro Group's services would include, among other things:

     a. Reviewing and analyzing the Debtors' process for
        marketing and selling any or all of its assets;

     b. Assisting with identifying and implementing potential cost
        containment opportunities;

     c. Assisting with identifying and implementing asset
        redeployment opportunities;

     d. Analyzing assumption and rejection issues regarding
        executory contracts and leases; and

     e. Reviewing and analyzing the Debtors' proposed business
        plans and the business and financial condition of the
        Debtors generally.

The Committee said it believes the firm possesses extensive
knowledge and expertise in the areas relevant to the case, and
that the firm is well qualified to provide specialized advisory
services to the Committee.

Douglas J. Brickley, a managing director at Claro, is the
Committee's primary contact.  He attested that his firm is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.  He said the firm has not received any
prepetition retainer from the Debtors or the Committee.

The firm will charge for consultants' fees, backup support hourly
fees, computer charges and reimbursable costs and expenses.
Consultants' fees range from $90 to $550 per hour.  Mr. Brickley's
rate is $495 per hour.  The firm's standard hourly rates are:

     Managing directors              $450 - $550 per hour
     Directors                       $325 - $440 per hour
     Managers/Sr. Managers/
        Sr. Advisors                 $250 - $400 per hour
     Analysts/Consultants/
        Sr. Consultants              $150 - $295 per hour
     Admin                            $90 - $135 per hour

The Claro Group may be reached at:

     Douglas J Brickley
     Managing Director
     The CLARO GROUP
     1221 McKinney Street, Suite 2850
     Houston, TX 77010
     Tel: 713-454-7741
     Fax: 713-236-0033
     E-mail: dbrickley@theclarogroup.com

                       About Goldking Holdings

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

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

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

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

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

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

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


GREEN FIELD ENERGY: Deadline for Filing Admin Claims Set
--------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross on April 23 confirmed the Second
Amended Joint Plan of Liquidation of Green Field Energy Services,
Inc. and its affiliated debtors.  The Second Amended Plan was
filed March 14.

With respect to Administrative Claims, Fee Claims and Priority Tax
Claims, any and all requests for payment or proofs of
Administrative Claims must be filed with the Bankruptcy Court no
later than the first business day that is at least 30 days after
the effective date, unless otherwise ordered by the Bankruptcy
Court.  Objections to any Administrative Claims must be filed by
the first business day that is 120 days after the Plan effective
date. The objection date may be extended upon a request to the
Bankruptcy Court.

All final requests for payment of Fee Claims must be filed by the
Bankruptcy Court no later than 30 days after the Effective Date,
unless otherwise ordered by the Bankruptcy Court.  Objections to
the Final Fee Applications must be filed with the Bankruptcy Court
and served on the requesting professionals or other entity seeking
payment, no later than 21 days or the next business day if that
day is not a business day, following service of the Final Fee
Application.

All requests for payment of a Claim or portion of a Claim for
which priority is asserted under Sec. 507(a)(8) of the Bankruptcy
Code were due April 25.  Objections to any Priority Tax Claims
must be filed by the first Business Day that is 120 days after the
Effective Date.

Claims resulting from the Debtor's rejection of a contract or
lease pursuant to the Plan may be filed within 30 days after
notice of entry of the Confrmation Order.  If the rejection is by
separate Court order, the rejection damages claim must be filed as
set forth in that order.

Claims not filed with the deadlines set forth will be deemed
disallowed and forever barred against the Debtor's estate, the
liquidation trust or any of the Debtor's assets.

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.

Under the Debtor's liquidating plan, general unsecured claims
would get a 13% return while noteholders are expected to see a 25%
recovery.

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.


GULFPORT ENERGY: S&P Hikes Unsecured Debt Rating to B-, Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on Gulfport Energy Corp.'s unsecured debt to 'B-' from
'CCC+' and removed it from CreditWatch, where S&P placed it with
positive implications on March 31, 2014.  The 'B-' corporate
credit rating remains unchanged.  The outlook is positive.

S&P also revised the recovery rating on the unsecured debt to '3'
from '5'.  The '3' recovery rating reflects S&P's expectation of
meaningful (50% to 70%) recovery in the event of payment default.

The revised recovery and issue-level ratings on Gulfport's
unsecured notes reflect the company's increased PV-10 value based
on our distressed price deck at year-end 2013.  The increased PV-
10 value is only slightly offset by a higher borrowing base on the
company's revolving credit facility, which S&P assumes will be
fully drawn before default.

"The positive outlook reflects Gulfport's recent success at
increasing production and reserves in the Utica shale and the
potential for an upgrade over the next 12 months," said Standard &
Poor's credit analyst Stephen Scovotti.

S&P would consider an upgrade if the company continues to increase
reserves, production, and reserve life while maintaining adequate
liquidity.

S&P could revise the outlook to stable if it expected liquidity to
weaken to "less than adequate."  S&P believes this could occur if
the company has difficulty bringing on additional production in
the Utica or if it materially increased capital spending.


HARRIS LAND: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Harris Land Development, LLC
        15231 State Route H
        Edgar Springs, MO 65462-8442

Case No.: 14-60554

Chapter 11 Petition Date: April 28, 2014

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

Judge: Hon. Arthur B. Federman

Debtor's Counsel: Ariel Weissberg, Esq.
                  WEISSBERG & ASSOCIATES, LTD.
                  401 S State St., Ste. 403
                  Chicago, IL 60605
                  Tel: 312-663-0004
                  Fax: 312-663-1514
                  Email: ariel@weissberglaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Gerald Harris, Jr., managing member.

List of Debtor's 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Alfemann Gray & Co.                                     $13,041

Barton Engineering                                      $29,246

Chase Cardmember Services                               Unknown

Deal Makers                        Dispute of           Unknown
                                   Broker's
                                   Commission

Gerald Harris Construction, Inc.                       $330,983
15231 Star Route H

Edgar Springs, MO 65462

Gerald Harris Jr.                                       $14,263

Mid America Bank & Trust Co.                            $42,500

Norma Harris                                            $47,440

Pulaski County Collector            Delinquent Real    $147,587
                                    Estate Taxes

Sabal Financial Group                                $1,828,758
4675 MacArthur Court
Newport Beach, CA 92660

Sabal Financial Group               293 Acres Zoned  $1,828,758
4675 MacArthur Court                Agric
Newport Beach, CA 92660

Sabal Financial Group                                  $803,196
4675 MacArthur Court
Newport Beach, CA 92660

Thompson Coburn LLP                                     Unknown

Wallis Oil Company                                     $147,400


HEDWIN CORP: Fujimori to Buy Biz for $16.5MM; Auction on May 9
--------------------------------------------------------------
Jamie Smith Hopkins, writing for The Baltimore Sun, reported that
Hedwin Corporation is looking to auction off assets on May 9, if
competing offers are received.  The report added that the sale
approval hearing would be May 12.

As reported by the Troubled Company Reporter on April 16, Hedwin
filed for Chapter 11 bankruptcy one day after signing an agreement
to sell all or substantially all of its assets to Fujimori Kogyo
Co., Ltd. for $16,500,000.  That offer is subject to higher and
better offers, and Fujimori will serve as stalking horse bidder at
the auction.

The sale excludes cash and cash equivalents and avoidance claims
arising under Chapter 5 of the Bankruptcy Code.  The buyer,
however, will assume certain liabilities.  The Debtor propose to
sell the assets free and clear of liens, claims, encumbrances and
other interests.

According to the TCR report, to maximize the value of the Debtor's
estate, the Debtor wants to hold an auction on a date no later
than May 8, to afford potential bidders sufficient opportunity to
bid on the one hand, and tailor the process to the needs of the
Debtor on the other.  The Debtor proposed the hearing to consider
approval of the sale be scheduled on May 9.

If the Debtor closes an alternative transaction, the Debtor
proposes to pay to the Stalking Horse Purchaser a break-up fee in
an amount equal to $600,000 and an expense reimbursement in an
amount not to exceed $250,000 for the Stalking Horse Bidder's
reasonable and documented out-of-pocket expenses incurred in
connection with the transaction.

According to the Sun's Ms. Hopkins, Alan Grochal, counsel to
Hedwin, said Fujimori is going to keep the business in Baltimore.
Hedwin also said in court papers the buyer wants to retain all 300
employees.  Mr. Grochal said: "They're committed to establishing
this United States outpost here."

The report noted that, before last year, Hedwin already faced
sharply rising costs for health care, electricity and raw
materials. It closed its Indiana plant in 2007, bringing jobs to
Baltimore, to prevent lenders from taking over the company.  The
company brought in Charles S. Deutchman, Hedwin's turnaround
management consultant, last fall and hired investment banking firm
Mesirow Financial in December to help with a sale.  Mesirow
contacted 78 potential buyers. Ten came to visit. Four made
offers: Fujimori and three private-equity firms, including
Blackstreet Capital.

The Sun said the alternative to bankruptcy was to seek sale
approval from the owners -- about 600 employees and former
employees with shares in the company.  But Mr. Grochal said Hedwin
leaders feared approval would not come in time.  "We didn't have
enough money to continue to operate confidently for too long," he
said.

The Sun also noted that a loan that executives took out to buy
Hedwin in 2004 through an employee stock ownership plan, known as
an ESOP, still hangs over the company. But Hedwin did not list
that debt as a factor in its financial distress.

The Sun related that Michael Keeling, president of the ESOP
Association, a trade group for companies with such plans, said
research suggests employee ownership is a positive for most
companies.  A Rutgers University study, which looked at private
companies with ESOPs launched in the late 1980s and early 1990s,
found that the firms had a better survival rate than similar
companies without employee ownership.  Hedwin's employee purchase
in 2004 was aided by the state, which guaranteed part of the loan.
That portion of the loan was paid off in 2009, the state
Department of Business and Economic Development said, so the
guarantee is not at issue in the bankruptcy.  But the shares in
the employee stock ownership plan are. In bankruptcy proceedings,
creditors come before shareholders -- and typically there's no
difference whether the shareholders are outside investors or
employees.

The Sun also reported that Mr. Grochal said the key to whether the
shares will be worth anything is how much it will cost to
terminate the company's underfunded pension plan as the federal
Pension Benefit Guaranty Corp. takes over as part of the
bankruptcy.  "We don't know for sure if there will be some money
left," he said. "My guess is there probably won't, or if it is,
it'll be a nominal amount."

According to the Sun, Mr. Keeling, with the ESOP group, was at
Hedwin the day the employee purchase was announced.  Both then-
Gov. Robert L. Ehrlich Jr. and his lieutenant governor, Michael S.
Steele, were there too.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for May
7, 2014, 10:00 a.m. at 341 meeting room 2650 at 101 W. Lombard
St., Baltimore.

The Debtor is required to submit its formal schedules of assets
and liabilities and statement of financial affairs by April 16,
2014.

According to the docket, the deadline for filing proofs of claims
is on Aug. 5, 2014.  The deadline for filing governmental proofs
of claims is on Sept. 29, 2014.  The exclusive period to propose a
plan expires July 31, 2014.


HOUSTON REGIONAL: Files Amended Schedules of Assets & Liabilities
-----------------------------------------------------------------
Houston Regional Sports Network LP has filed amended schedules of
assets and liabilities in the U.S. Bankruptcy Court for the
Southern District of Texas, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $32,091,029
  B. Personal Property
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $100,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $238,010
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $30,883,687
                                 -----------      -----------
        TOTAL                    $32,091,029     $131,121,698

As reported in the Troubled Company Reporter on April 1, 2014, the
Debtor disclosed $17,082,681 in total assets and $131,121,698 in
total debts.

A full-text copy of the amended schedules and statements is
available for free at http://is.gd/cK8bGF

             About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

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

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

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


INNOVATION VENTURES: S&P Alters Outlook to Stable, Affirms B- CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Farmington Hills, Mich.-based Innovation Ventures LLC to stable
from negative, and affirmed all of its ratings on the company,
including the 'B-' corporate credit and senior secured note
ratings.  Total debt outstanding as of Dec. 31, 2013, was about
$391 million.

"The outlook revision to stable from negative reflects our view
that Innovation's profitability should stabilize in 2014 as sales
declines subside and advertising expenditures are sustained at
lower levels," said Standard & Poor's credit analyst Gerald
Phelan.  "This also incorporates our assumption that unfavorable
regulatory actions, criticism from health care professionals, and
negative media reports surrounding the use of 5-hour Energy do not
surface over the next year."

S&P's ratings on the company are based on its assessment that it
will maintain a "weak" business risk profile and "significant"
financial risk profile.  It also incorporates S&P's unfavorable
assessment of Innovation's financial policy, including its history
of substantial distributions to owners, and its assessment that it
has "weak" management and governance practices.

S&P could raise the ratings if it believes regulatory, legal, and
reputational threats to 5-hour Energy have diminished
considerably, if we favorably reassess the company's management
and governance score, and if S&P believes the company will sustain
non-tax distributions at a lower and more predictable level,
resulting in credit ratios maintained close to current levels,
including EBITDA interest coverage near 5x and liquidity remaining
adequate.

Alternatively, S&P could lower the ratings if there are
significant unfavorable regulatory, legal, or reputational
developments which could weaken consumer perception of 5-hour
Energy and cause meaningful sales declines, or if competition
intensifies, including from certain financially solid beverage
companies or large retailers promoting private label products at
the expense of 5-hour Energy.


JAMESPORT DEVELOPMENT: Retains GA Keen Realty to Sell Land
----------------------------------------------------------
GA Keen Realty Advisors, the real estate division of Great
American Group, Inc., has been retained by Jamesport Development
LLC to market 43.6 acres of land with approvals in place for a
42,000-square-foot mixed-use commercial center.  Located along
New York State Route 25 and Manor Lane in Jamesport, N.Y., the
site also includes valuable sand deposits.

"Situated in the heart of scenic Jamesport, the combination of a
growing population base and desirable demographics makes this an
extremely attractive opportunity for any developer," said GA Keen
Realty Advisors Co-President, Matthew Bordwin.

Development rights are in place, and a site plan is on file with
the Riverhead planning department.  The development rights are
permitted based on current zoning and two special use resolutions
which have been adopted by the town board.  The site is zoned as
rural corridor (RLC), hamlet residential (HR) and agricultural
protection (APZ), and is suitable for retail, restaurants and
various residential uses.

"The property also includes a significant amount of sand that can
be excavated on the forward 9.7 acres.  The sand alone is in
strong demand and can be extremely valuable," according to
Mr. Bordwin.

The property is being marketed as part of a bankruptcy sale, and
all transactions will be subject to court approval.

For more information about the properties, call 646-381-9222 or
email Matthew Bordwin at mbordwin@greatamerican.com
Chris Mahoney at cmahoney@greatamerican.com or Craig Fox at
cfox@greatamerican.com

               About GA Keen Realty Advisors, LLC

Located in New York, GA Keen Realty Advisors --
http://www.greatamerican.com/keen-- provides real estate
analysis, valuation and strategic planning services, brokerage,
M&A, auction services, lease restructuring services and real
estate capital market services.

                 About Great American Group, Inc.

Great American Group -- http://www.greatamerican.com-- is a
provider of asset disposition and auction solutions, advisory and
valuation services, capital investment, and real estate advisory
services for an extensive array of companies.  A trusted strategic
partner at every stage of the business lifecycle, Great American
Group efficiently deploys resources with sector expertise to
assist companies, lenders, capital providers, private equity
investors and professional service firms in maximizing the value
of their assets.  The company has in-depth experience within the
retail, industrial, real estate, healthcare, energy and technology
industries. The corporate headquarters is located in Woodland
Hills, Calif. with additional offices in Atlanta, Boston,
Charlotte, N.C., Chicago, Dallas, Melville, N.Y., New York,
Norwalk, Conn., San Francisco, London, Milan and Munich.

                    About Jamesport Development

Calverton, New York-based Jamesport Development LLC filed a
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-70202)
on Jan. 21, 2014, in Central Islip, New York.  The Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.  The Debtor's Chapter 11 plan and
disclosure statement are due May 21, 2014.

The Debtor is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  The Hon. Robert E.
Grossman oversees the case.


JASON INC: S&P Lowers CCR to 'B' & Removes From CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on industrial products manufacturer Jason
Inc. to 'B' from 'B+' and removed the rating from CreditWatch,
where S&P placed it with negative implications on March 18, 2014.
The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating to the
company's proposed first-lien credit facilities (which comprise a
$40 million revolver and a $300 million first-lien term loan),
with a '3' recovery rating, which indicates our expectation for
meaningful recovery (50%-70%) in a payment default scenario.  S&P
also assigned its 'CCC+' issue-level rating to the company's
proposed new $120 million second-lien term loan, with a '6'
recovery rating, which indicates S&P's expectation for negligible
recovery (0%-10%) in a payment default scenario.

The company plans to use the proceeds to fund the acquisition and
repay existing debt.  S&P expects the transaction to close in
second quarter 2014.

"The downgrade reflects our expectation for leverage to increase
as a result of the transaction," said Standard & Poor's credit
analyst Svetlana Olsha.  S&P expects the company to have about
$100 million of cash as of closing, but it assumes this will be
redeployed into acquisitions.  S&P has revised its assessment of
Jason's financial risk profile to "highly leveraged" from
"aggressive" because of the increased debt combined with an
aggressive financial policy.  S&P continues to assess Jason's
business risk profile as "weak," based on its participation in the
highly fragmented and competitive industrial and automotive
application markets, and its narrow scope of operations in those
markets.  The company's decent platform diversity, good market
position as a No. 1 player in most of its niche markets, and
longstanding customer relationships partly offset these factors.

The stable outlook reflects S&P's expectation that Jason's
operating performance will improve, largely due to acquisitions,
though debt to EBITDA will likely remain above 5x and FFO to total
debt will likely remain below 12% over the next 12-18 months.

S&P could raise the rating if stronger-than-expected growth and
EBITDA expansion lead to high cash flow generation and debt
reduction, such that financial leverage declines to and remains
below 5x.  S&P would also review whether financial policies would
support a more conservative financial risk profile.

S&P could lower the rating if leverage significantly exceeds 6x
for an extended period due to, for instance, a decline in
industrial production and capacity utilization or as a result of
debt-funded acquisitions.  S&P could also lower the rating if the
company is unable to generate positive free cash flow and
liquidity becomes constrained.


JJC CORPORATION: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JJC Corporation
        7940 Shore Drive
        Norfolk, VA 23518

Case No.: 14-71535

Chapter 11 Petition Date: April 27, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Hon. Frank J. Santoro

Debtor's Counsel: John D. McIntyre, Esq.
                  WILSON & MCINTYRE, PLLC
                  500 East Main Street, Suite 920
                  Norfolk, VA 23510
                  Tel: (757) 961-3900
                  Email: jmcintyre@wmlawgroup.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Raj Patel, president.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb14-71535.pdf


JOSHUA HILL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Joshua Hill, Inc.
        920 Matsonford Road
        W. Conshohocken, PA 19428

Case No.: 14-13339

Chapter 11 Petition Date: April 28, 2014

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

Judge: Hon. Magdeline D. Coleman

Debtor's Counsel: Marc A. Zaid, Esq.
                  MARK A. ZAID, ESQUIRE P.C.
                  920 Matsonford Road, Suite 100
                  West Conshohocken, PA 19428
                  Tel: 610-940-3610
                  Fax: 610-940-3612
                  Email: zaidesq@cs.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marc A. Zaid, president.

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


JT REMODELING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: JT Remodeling and Contractor Inc.
        2H37 Parque Del Condado St.
        Bairoa Park
        Caguas, PR 00725

Case No.: 14-03338

Chapter 11 Petition Date: April 28, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Diomedes M Lajara Radinson, Esq.
                  LAJARA RADINSON & ALICEA PSC
                  1303 Americo Miranda Ave
                  San Juan, PR 00921
                  Tel: 787-781-6767
                  Fax: 787-774-9324
                  Email: dlajara@lra-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Juan Francisco Torres Rivera,
secretary.

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


JUMP OIL: Court Dismisses Chapter 11 Bankruptcy Case
----------------------------------------------------
The Hon. Kathy A. Suratt-States of the U.S. Bankruptcy Court for
the Eastern District of Missouri has dismissed the Chapter 11 case
of Jump Oil Company Inc., saying the Debtor had successfully
closed the various sale transactions previously approved by the
Court and is left with minimal remaining assets.

As reported in the Troubled Company Reporter on Feb. 4, 2014,
the Debtor told the Court that it filed for bankruptcy to
effectuate the sale of substantially all of its assets through a
process which would work in an orderly manner to garner the
highest possible value for the assets.  According to the Debtor,
it undertook the process of soliciting bids for substantially all
of its assets and received winning bids for its assets totaling
approximately $9.58 million.

The Debtor noted that the Court approved the sale of specific
assets to Casey's Marketing Company on July 3, 2013.

The Debtor reminded the Court that its primary secured creditor
is Colonial Pacific Leasing Corporation, which asserts a first
priority lien against substantially all of the assets.  The Debtor
said it owes about $17 million to Colonial as of its bankruptcy
filing date.


KIDSPEACE CORP: Asks Court to Remove KPGA From Joint Cases
----------------------------------------------------------
KidsPeace Corporation asks the Bankruptcy Court to remove
KidsPeace National Centers of Georgia, Inc., from joint
administration of its Chapter 11 cases.

Joint administration of Chapter 11 cases is provided for
administrative convenience and to avoid filing multiple
duplicative documents in various individual cases, monitoring each
individual dockets and maintaining individual case files that
largely duplicate one another.

Morris S. Bauer, Esq., at Norris, McLaughlin & Marcus, PA, in
Allentown, Pennsylvania, relates that the purpose of KidsPeace's
Chapter 11 cases was to enable them to restructure top level debt
with the bondholders, who held claims of over $56 million, and to
effectuate a restructuring of a $1 million debt asserted by the
Pension Benefit Guaranty Corporation as a result of the
termination of their defined benefit pension plan.

KidsPeace determined that it would be best for KPGA to formulate a
separate plan of reorganization because it has its own distinct
creditors, is not a member of the obligated group directly
obligated to repay the bond debt, and would not be a party to the
exit financing.

Mr. Morris notes that since KPGA will be pursuing its own plan of
reorganization, it will no longer be following the same tract as
the others.  It no longer makes sense to jointly administer KPGA
with the other debtors.

The Court will convene a hearing on May 22, 2014 to rule on this
request.

                       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.


KRATOS DEFENSE: S&P Revises Outlook to Stable & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
San Diego, Calif.-based Kratos Defense & Security Solutions Inc.
to stable from negative.  At the same time, S&P affirmed its
ratings on the company, including the 'B' corporate credit rating.

"The outlook revision reflects our view that there is less
potential for disruption in demand and volatility surrounding our
base-case forecast for Kratos than in the past due to a more
certain outlook for near-term U.S. defense spending," said
Standard & Poor's credit analyst Chris Mooney.  "We continue to
expect debt to EBITDA in the 6x-6.5x range over the next year,
with improvement thereafter."

The congressional budget agreement reached in December 2013
provides near-term budget clarity by temporarily removing the
threat of sequestration and setting top-line spending for fiscal
2014 and 2015 at fiscal 2013 levels.  This should result in the
military and other government agencies awarding contracts that
were held up, given the previous uncertainty, and stabilize near-
term demand for Kratos' products and services.  Congress still
needs to agree on the details of the fiscal 2015 budget, but the
president's request, which was submitted in March 2014, actually
calls for a 3% increase in operations and maintenance spending--
from which Kratos derives a significant portion of its revenue--in
an attempt to restore funding lost due to sequestration.  Although
sequestration is set to return after 2015, unless Congress acts to
undo it, S&P believes the base budget will increase modestly, even
under sequestration.

The outlook is stable, which reflects S&P's view that Kratos'
credit metrics will gradually improve over time due to a
combination of debt reduction, improved cash flow, and modest
earnings growth.

S&P could lower the rating if debt to EBITDA (which was 6.6x as of
Dec. 29, 2013) rises above 7x, and we believe it would remain
there for a sustained period.  This could result from lower-than-
expected funding for Kratos' programs.

Although unlikely over the next year, S&P could raise the rating
if debt to EBITDA falls below 5x, with an expectation for
continued improvement.  This would most likely be caused by
significant debt reduction.


LEHMAN BROTHERS: Helios Books Reserve Related to Class Action
-------------------------------------------------------------
Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc.,
Helios Multi-Sector High Income Fund, Inc. and Helios Strategic
Income Fund, Inc. on April 30 disclosed that they have each booked
a reserve for potential costs and expenses related to the class
action lawsuit filed against the Funds by Lehman Brothers Special
Finance, Inc. ("LBSF"), styled Lehman Brothers Special Financing,
Inc. v. Bank of America National Ass'n, et al., Adv. Pro. No. 10-
03537 (Bankr. S.D.N.Y.).  The Class Litigation is currently
pending in the United States Bankruptcy Court for the Southern
District of New York, with LBSF seeking to recover funds that it
alleges were inappropriately distributed to counter-parties upon
the termination of credit swap agreements based on the Lehman
Brothers bankruptcy.  The Class Litigation was originally filed on
September 14, 2010, and the Funds were added as defendants in
September 2012.  The Class Litigation, as amended, names more than
270 defendants, including the issuers of certain asset-backed
securities, the trustees for such securities, and certain of the
investors in the securities, such as the Funds.  The disputed
payments for HAV, HIH, HMH and HSA, exclusive of any interest
(including pre-judgment interest) and expenses are $2,009,959.09,
$1,004,979.54, 2,009,959.09, and $1,004,979.54, respectively.
Based on the current status of the litigation, HAV, HIH, HMH and
HSA have each booked a reserve that has resulted in a reduction in
net asset value per share of $0.17, $0.11, $0.14 and $0.09,
respectively.  There is no assurance that the amount of the
reserve booked for a Fund will be sufficient to cover the ultimate
costs of litigation for that Fund.

Brookfield Asset Management Inc. is a global alternative asset
manager with approximately $187 billion in assets under management
as of December 31, 2013. Brookfield has over a 100-year history of
owning and operating assets with a focus on property, renewable
power, infrastructure and private equity.  The company offers a
range of public and private investment products and services,
which leverage its expertise and experience and provide it with a
competitive advantage in the markets where it operates.  On behalf
of its clients, Brookfield is also an active investor in the
public securities markets, where its experience extends over 30
years.  Over this time, the company has successfully developed
several investment operations and built expertise in the
management of institutional portfolios, retail mutual funds, and
structured product investments.

Brookfield's public market activities are conducted by Brookfield
Investment Management, a registered investment advisor.  These
activities complement Brookfield's core competencies and include
global listed real estate and infrastructure equities, corporate
high yield investments, opportunistic credit strategies and a
dedicated insurance asset management division.  Headquartered in
New York, NY, Brookfield Investment Management maintains offices
and investment teams in Toronto, Chicago, Boston and London and
has over $10 billion of assets under management as of December 31,
2013.  The Funds are managed by Brookfield Investment Management.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.


LEHMAN BROTHERS: Hudson City Bank Hikes Reserve After Court Ruling
------------------------------------------------------------------
Hudson City Bancorp, Inc. on April 29 disclosed that the Bank had
two collateralized borrowings in the form of repurchase agreements
totaling $100.0 million with Lehman Brothers, Inc. that were
secured by mortgage-backed securities with an amortized cost of
approximately $114.1 million.  The trustee for the liquidation of
Lehman Brothers, Inc. notified the Bank in the fourth quarter of
2011 that it considered its claim to be a non-customer claim,
which has a lower payment preference than a customer claim and
that the value of such claim is approximately $13.9 million
representing the excess of the fair value of the collateral over
the $100.0 million repurchase price.  At that time the Bank
established a reserve of $3.9 million against the receivable
balance at December 31, 2011.  On June 25, 2013, the Bankruptcy
Court affirmed the Trustee's determination that the repurchase
agreements did not entitle the Bank to customer status and on
February 26, 2014, the U.S. District Court upheld the Bankruptcy
Court's decision that the Bank's claim should be treated as a non-
customer claim.  As a result, the Company increased its reserve by
$3.0 million to $6.9 million against the receivable balance at
March 31, 2014.

The disclosure was made in  Hudson City Bancorp, Inc.'s earnings
release for the for the quarter ended March 31, 2013, a copy of
which is available for free at http://is.gd/sm8szt

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.


LIFEGUARD AMBULANCE: Case Summary & 10 Unsecured Creditors
----------------------------------------------------------
Debtor: Lifeguard Ambulance Corporation
        POB 91430
        Portland, OR 97291

Case No.: 14-32468

Chapter 11 Petition Date: April 29, 2014

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Trish M Brown

Debtor's Counsel: Timothy Conway, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2027
                  Email: tim.conway@tonkon.com

                     - and -

                  Albert N Kennedy, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  Email: al.kennedy@tonkon.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roger B. Kelsay, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/orb14-32468_453450.pdf


LIME ENERGY: Incurs $18.5 Million Net Loss in 2013
--------------------------------------------------
Lime Energy Co. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
available to common stockholders of $18.51 million on $51.56
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss of $31.81 million on $35.44 million of revenue
during the prior year.

As of Dec. 31, 2013, the Company had $34.78 million in total
assets, $27 million in total liabilities and $7.77 million in
total stockholders' equity.

"Having completed an important year of sharpening focus, dramatic
growth, improved performance, and significant investment in our
technology platform, Lime Energy is stronger today than at any
time in our history," said Lime Energy president & CEO Adam
Procell.  "Lime is now perfectly aligned with our valued utility
clients, and with our clean balance sheet and latest round of
financing, we are better able to serve these clients and their
small business customers."

BDO USA, LLP, in Chicago, Illinois, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  BDO USA previously issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flow from operations that raise substantial doubt
about its ability to continue as a going concern.

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

                         http://is.gd/hZJ6Tn

                          About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy disclosed in regulatory filings in July 2013 it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.


LOYOLA MANAGEMENT: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: Loyola Management
           aka Penguin Imaging
        618 Newark Avenue
        Jersey City, NJ 07306

Case No.: 14-18338

Chapter 11 Petition Date: April 28, 2014

Court: Unites States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: James Lisa, Esq.
                  618 Newark Ave.
                  Jersey City, NJ 07302

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-18338.pdf


MAPSON FREIGHT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mapson Freight Xpress, Inc.
        2324 East County Road 36
        Ozark, AL 36360

Case No.: 14-10792

Chapter 11 Petition Date: April 29, 2014

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: Hon. Dwight H. Williams Jr.

Debtor's Counsel: Cameron A. Metcalf, Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P. O. Drawer 6504
                  Dothan, AL 36302
                  Tel: 334-793-6288
                  Email: cam@espymetcalf.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mike Asodi, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/almb14-10792.pdf



MATTRESS FIRM: Acquisition Deal No Impact on Moody's 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service said that Mattress Firm Holding Corp.'s
(B2, positive) announcement that it had agreed to acquire Mattress
Liquidators for about $35 million, to be financed with revolver
borrowings, cash and $3.5 million in seller notes, is a near-term
credit negative but has no impact on the ratings or the company's
positive outlook. Nevertheless, there is limited tolerance in the
positive outlook for additional debt-financed acquisitions until
the company integrates its 2014 deals.

Ratings Rationale

Mattress Firm Holding Corp. is a specialty mattress retailer with
over 1,200 of its own stores and over 100 franchise locations,
which are concentrated in the Southern and Midwestern United
States and primarily operated under the Mattress Firm banner. The
company is publicly traded but J.W. Childs owns just under 50%.
Mattress Holding Corp. is direct parent of the sole operating
entity of Mattress Firm and the borrower under bank credit
facilities. Revenues for the year ended January 28, 2014 were
about $1.2 billion.


MCC FUNDING: Asks Court to Dismiss Chapter 11 Case
--------------------------------------------------
MCC Funding LLC has two secured creditors. It owes about $34.5
million to Portigon AG, assignee to WestLB AG, which is secured by
MCC Funding's limited liability company interests. It also owes
about $6.5 million plus interest to Northlight Asset Management
LLC, secured by a subordinate security interest in the same
collateral held by Portigon.

Scott A. Steinberg, Esq., in Uniondale, New York, relates that MCC
Funding commenced its Chapter 11 cases to preserve the ability to
challenge a security interest perfected by Portigon and to seek a
resolution of its indebtedness. They have been in lengthy
negotiations to restructure the debt. Because those negotiations
were not completed by the 90th day after the December 30, 2013
perfection of Portigon's UCC filing, MCC Funding decided to file
for Chapter 11 while it simultaneously continued negotiations with
Portigon.

On April 16, 2014, MCC Funding and Portigon reached a settlement
which resolves the indebtedness and transfers Portigon's
collateral to its nominee. The net effect of the agreement is to
allow MCC Funding to receive value for its assets which are "under
water" by $40 million and resolve the entire obligation to
Portigon without the necessity and expense of having to file
Chapter 11 petitions for its seven non-debtor subsidiaries.

Mr. Steinberg explains that, based on the agreement, payment to
MCC Funding will not occur until the Chapter 11 case is dismissed.
In addition, some funds are being held back for claims that arise
in the 90 days after the settlement is effective. Thus, MCC
Funding wants the Chapter 11 case expeditiously dismissed so that
the 90-day period begins running.

MCC Funding asks the Court to dismiss its Chapter 11 case. Hearing
on this request is scheduled on May 12, 2014.

MCC Funding LLC filed a bare-bones Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-10782) in Manhattan on March 24,
2014.  The New York-based company estimated $10 million to
$50 million in assets and liabilities.  Scott A. Steinberg, Esq.,
at Law Offices of Scott A. Steinberg, in Uniondale, New York,
serves as counsel.


MI PUEBLO: May 14 Hearing on Victory Park-Sponsored Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Jose Division, will convene a hearing on May 14 to consider
confirmation of Mi Pueblo San Jose Inc., after giving a
provisional order approving the disclosure statement explaining
such plan.

At the May 14 confirmation, the judge will decide definitively if
disclosure materials were adequate and the company is entitled to
have the plan approved, Bill Rochelle, the bankruptcy columnist
for Bloomberg News, said.

The plan is sponsored by Victory Park Capital Advisors LLC, which
has provided $22 million in loan to the bankrupt grocery stores
operator, in exchange for control of the company.  Mr. Rochelle
noted that the Chapter 11 reorganization for the San Jose-based
company is already being financed with a $42 million loan from
Victory Park that paid off existing debt owed to Wells Fargo Bank
NA for less than face value.

Several creditors who operate as buyers, sellers and shippers of
perishable agricultural commodities as defined by the Perishable
Agricultural Commodities Act sought for the payment of their
contractual and statutory attorneys' fees, costs, and finance
charges in the amount of $83,364.  The PACA creditors, which
include Bounty Fresh, LLC, and Index Fresh, Inc., said Mi Pueblo
failed to render payment to the creditors, forcing them to enforce
their PACA trust and common-law rights to payment for the
shipments, and forcing them to incur attorneys' fees, costs, and
finance charges.

Index Fresh, et al., is represented by Marion I. Quesenbery, Esq.
-- marion@rjlaw.com -- at RYNN & JANOWSKY, LLP, in Newport Beach,
California.

                     About Mi Pueblo San Jose

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

Mi Pueblo began in 1991 and was founded by Juvenal Chavez.  In its
amended schedules, Mi Pueblo disclosed $61,577,296 in assets and
$68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

Cha Cha is represented by Sacramento-based Felderstein Fitzgerald
Willoughby & Pascuzzi LLP.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MILLENNIUM INORGANIC: S&P Withdraws 'BB-' CCR Over Debt Repayment
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Millennium Inorganic Chemicals, including the 'BB-' corporate
credit rating, at the company's request.  The withdrawal follows
Millennium's repayment of all rated debt.


MOUNTAIN CHINA: Bank Loan Default Casts Going Concern Doubt
-----------------------------------------------------------
Mountain China Resorts on April 30 reported its financial results
for the year ended December 31, 2013.  MCR reports its results in
Canadian Dollars.

Financial Results

Total revenue and the net results were from resort operations with
no real estate sales revenue during the Reporting Period.  For the
year ended December 31, 2013, the Company generated revenues from
resort operations of $8.85 million and a net loss of $44.07
million or $0.14 per share compared to revenue of $9.45 million
and a net loss of $17.85 million or $0.06 per share in 2012.  The
increase of the net loss was due to the impairment loss of $22.80
million on the properties under construction (villas) that was
recorded as of December 31, 2013 as the Company decided to
temporarily cease investment in further construction and
finalization of the villas.

Resort Operations EBITDA for 2013 was negative $0.72 million
compared to $2.54 million last year.  The reduction of EBITDA was
mainly due to a series of unfavorable political policies issued by
the Chinese central government in 2013 aimed at cutting budgets
and tightening up spending on government and business reception
and entertainment activities.

Resort operations expenses totaled $9.29 million for the year
ended December 31, 2013 compared to $8.08 million in 2012.
Operations expenses within the resorts are mainly attributable to
snow making, grooming, staffing, fuel and utilities, which also
include the G&A expenses relating to the resort's senior
management, marketing and sales, information technology, insurance
and accounting.

Other income totaled $0.61 million (2012:2.68 million), which
mainly consists of income recognized from the deposit by Club Med
of $0.33 million.  For the same period in 2012, a major component
of other income included a $2.23 million insurance compensation
received for the damage of Gondola B, and $0.31 million recognized
from the deposit by Club Med.

Corporate general and administrative expenses ("G&A expenses")
totaled $0.89 million for the year ended December 31, 2013
compared to $1.51 million in 2012.  This amount mainly comprised
executive employee costs, public company costs, and corporate
information technology costs.

Depreciation and amortization expense from continuing operations
totaled $11.60 million for the year ended December 31, 2013
compared to $11.18 million in 2012.

The Company incurred financing cost of $6.75 million during the
year ended December 31, 2013 compared to $8.00 million in 2012.
Financing costs mainly related to the loan interests, accretion
expenses of convertible bonds, and also included bank
administrative fee and service charge.  The decrease in interest
expense in 2013 was due to accretion costs of convertible bonds
decreased as the three convertible bonds matured during the year
ended December 31, 2013 and 2012.

Cash and cash equivalents totaled $8.29 million and working
capital deficiency was $93.15 million as at December 31, 2013.

Operations Sun Mountain Yabuli

The Company's 2012-2013 Sun Mountain Yabuli Resort winter season
operations commenced on November 24, 2012 and closed on March 24,
2013.  The 2013-2014 winter season operations commenced on
November 29, 2013 and closed on March 23, 2014.  The revenue of
Sun Mountain Yabuli Resort operation comprises mainly by mountain
operation, beverage, skiing-related services and hotel lodging.
Skiing-related services includes rental of ski equipment, goggles,
lockers, gloves, etc, sales of ski equipment and skiing training
services offered in the ski school.  It also includes the mountain
operation which is using the facilities built in the mountain,
such as sight-seeing trams, snow tubing and alpine.

The Company reported decreased revenue in fiscal year 2013 and the
decrease in the revenue was resulted from unfavorable political
policies issued by Chinese central government in 2013 aimed at
cutting budgets and tightening up spending on government and
business reception and entertainment activities.  However
management believes that the downturn of 2013 operations compared
to 2012 was only a temporary situation.  As the general political
environment gradually loosens and social atmosphere becomes less
tense, those industries affected by these policies will recover
and grow in the long run.  Management provides a more detailed
analysis on revenue and future prospects in its 2013 Management
Discussion and Analysis.

Sun Mountain Yabuli - Real Estate Development

By the end of Fiscal 2010, the Company had finished working on the
exterior decoration of the 55 villas of which three were completed
with interior finishing.  At this time of the reporting date,
certain construction is still needed on the exterior grounds to
complete lighting, roads and utility connections.  The Company had
not been successful in selling any of the villas.  Management is
of the opinion that in order to complete sales, it is necessary to
first complete the exterior construction.  Management estimated
these additional construction costs to be at least $4.50 million.

In 2013, general political environment further affected tourism
related real estate industry negatively.  A few other similar
projects in ski resort areas in China started marketing and the
outcome were quite frustrating.  Those projects include Qingyun
Town in the Yabuli region, and real estate projects of Changbai
Mountain.  As of December 31, 2013, management was of the opinion
that, even with additional costs to be invested to get the villas
ready for sale, it is unlikely that the benefit will exceed the
cost at this time.  Therefore no further investment was made in
2013, and management did not expect any investment to be made in
the near future.  Judging from the current economic situation,
management's opinion is that there is very limited net realizable
value associated with the villas at the moment, and a full
impairment of $22.80 million was recorded as of December 31, 2013.

Despite of the current difficulty, the Company does have
confidence with its first of a kind skiing in and skiing out
villas in China.  And the Company will be reasonably flexible with
its pricing when the market shows sign of a turn around.  No other
detail milestones for the above matter are available from the
Company as the related government policies are set to be temporary
but with durations undetermined.

The Company has an accumulated deficit, a working capital
deficiency and has defaulted on a bank loan, which casts
substantial doubt on the Company's ability to continue as a going
concern.  The Company's ability to meet its obligations as they
fall due and to continue to operate as a going concern is
dependent on further financing and ultimately, the attainment of
profitable operations.  These consolidated financial statements do
not include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the Company
be unable to continue as a going concern.  Management of the
Company plans to fund its future operation by obtaining additional
financing through loans and private placements and through the
sale of the properties held for sale.  However, there is no
assurance that the Company will be able to obtain additional
financing or sell the properties held for sale.

Despite of the financial difficulty posed by the overdue debts and
continued loss, management is confident in the development of both
the industry and the Company in the near future.  The government
of Heilongjiang Province had demonstrated strong incentive to
support the skiing industry and the Company by increasing local
infrastructure investment and providing potential bank loan
interest subsidy scheme.  In August 2013 the Company was notified
by Harbin Commercial Bank that they had approved to extend the
repayment schedule of its bank loan with an outstanding balance of
$24.60 million (RMB 140 million) from three years to ten years.
Revenue from Club Med in winter season had been growing steadily,
and the Company will be the official partner and playing field of
2016 World Championships of Snowboarding. Management is also
working on various means to attract new investment into the
Company to complete the construction of villas and improve the
capital structure of the Company.

SUBSEQUENT EVENTS

In March 2014, Yabuli resorts defaulted on its fourth principal
payment of $8.79 million (RMB 50 million) for the RMB 250 million
bank loan with China Construction Bank.

2013 MAJOR CORPORATE DEVELOPMENTS

Revenue from Club Med declined in 2013 Summer and Winter
Operations

In 2013, Club Med started its second summer operation from July
5th to August 18th, 2013 (44 days in total).  In 2012, summer
operations started on July 14th and ended on September 2nd (50
days in total).  Revenue generated in the summer operations was
$0.7 million (2012 - $1.14 million). The decrease in revenue and
number of operation days was mainly attributable to Club Med
opening its second resort in China (Club Med Guilin Resort) in
September.  As marketing activity for Club Med Guilin Resort
started in advance, many guests were attracted to Guilin instead
of Yabuli.  Also, Chinese government issued a series of policies
since March 2013 when the new generation of national leaders took
office in the 12th People's Congress, which policies aimed at
cutting budgets and tightening up spending on government and
business reception and entertainment activities.  As a result,
consumptions in tourism and business reception and entertainment
have dropped on a large scale, and operations of Club Med were
negatively affected by this general social environment.

The 2013-2014 winter season operations commenced on November 29,
2013 and closed on March 23, 2014.  Revenue from Club Med was
reported to be declined in December 2013 compared to December
2012.  With December being the traditional peak season for
overseas customers in Christmas vacations, number of foreign
guests decreased due to Club Med's shifted focus on more local
customers and reducing its marketing activities in overseas
markets.  In February, 2014, spring festival vacations boosted
sales in domestic market, and from the perspective of the entire
winter season which closed in March, 2014, revenue was actually
$0.3 million (RMB 1.67 million) higher than 2012-2013 winter
operations.

Maturity of Bank Loan from Harbin Commercial Bank Extended to ten
years

On February 14, 2012, the Company secured a bank loan for the
amount of $24,598 (RMB 140 million) from Harbin Commercial Bank
(the "Original HCB Loan").  The Original HCB Loan carries a three
year-term with a maturity date of February 15, 2015.  The interest
rate is prime rate plus an additional 10% of the prime rate and is
payable on a monthly basis commencing February 16, 2012.  The
principal of the Original HCB Loan was repayable in four
installments starting with the first installment repayment due on
August 15, 2013 and each subsequent installment repayment due
every six months thereafter.

In order to improve the capital structure, management of the
Company negotiated with the bank to extend the repayment schedule.
In August 2013, the Company was notified by Harbin Commercial Bank
that the bank had approved to extend the repayment schedule from
three years to ten years (the "Adjusted HCB Loan").  According to
the new arrangement the loan will mature in December, 2022.  The
first installment of $527 (RMB 3 million) is repayable in August
2013, and thereafter the Company will need to repay $2,460 (RMB 14
million) each year for eight consecutive years (RMB 0.2 million in
December and 13.8 million in February), and $4,393 (RMB 25
million) in the final year (RMB 0.4 million in December and 24.6
million in February).

Updates on China Construction Bank Loan Defaults

On March 31, 2013 the Company defaulted on its third principal
payment of $7.03 million (RMB 40 million) under its $43.93 million
(RMB 250 million) loan agreement with the China Construction Bank
("Construction Bank").  According to the Loan Agreement between
Yabuli and Construction Bank, Construction Bank has the right to
accelerate Yabuli's obligation to repay the entire unpaid
principal plus interest immediately and to take legal actions to
enforce on the security.  In August 2013 the Company was made
aware that a formal prosecution has been brought by the bank to
demand repayment.  As of on December 31, 2013, the principal and
interest owing was $46.86 million, and the collaterals associated
with the loan agreement are made up of the Company's land use
rights and property and equipment with a carrying value of
approximately $55.65 million.  The outcome of this lawsuit cannot
be accurately estimated at the time.  The company has been
negotiating with the bank to arrange for a debt restructuring
plan, and as of the reporting date, no consensus has been arrived
yet.  Although the bank informally expressed their intention to
maintain normal operations of the Company, there is no assurance
that they will not take further actions in the future.

Updates on Debt Restructuring

On February 8, 2012, the Company entered into a Debt Settlement
Agreement with Melco Leisure and Entertainment Group Limited
("Melco" or "MLE") for the settlement of a loan in the principal
of US$12 million made by Melco to the Company (the "MCR Loan") and
a loan in the principal of US$11 million (the "MCRI Loan", and
together with the MCR Loan, the "Melco Loans" or "MLE Loan") made
by Melco to Mountain China Resorts Investment Limited ("MCRI"),
the Company's Cayman subsidiary, both in 2008.  On May 29, 2012,
the Company and Melco entered into Amended and Restated Debt
Settlement Agreement ("the Agreement") to clarify details of the
loan settlement mechanism and procedures to implement the
settlement of the Melco Loans.  On July 10, 2012, during the
Company's Annual General Meeting, the Company obtained Shareholder
Approval on the Agreement.  The transactions contemplated under
the Agreement have been approved by the TSX Venture Exchange.

Detailed settlement arrangement can be found in Note 13 of 2013
Consolidated Financial Statements.  Settlement procedures were
started in the second quarter of 2013, and the Company paid $3,01
million to MLE on May 31, 2013 as a partial fulfilment to its cash
repayment obligation specified in the Agreement.  The Company also
filed for issuance of 20,600,000 (the "Issuance I") and 19,444,444
(the "Issuance II") common shares to its subsidiary MCRI on July
2, 2013 and July 23, 2013 respectively.  Subject to the agreement
of MLE, the 20,600,000 shares issued in Issuance I are proposed to
be transferred to MLE for full satisfaction of the MCRI Loan with
the new principal amount of USD $14.9 million.  According to the
Company's initial contact with MLE, the US$3.5m Principal would be
settled by conversion into 19,444,444 shares.  Issuance II was
then made for the purpose of settlement.  However, after a series
of negotiation, it is probable that management of MLE will choose
to take up to the maximum of five villas on the basis of USD $0.7
million per villa for the settlement.  Therefore, it is probable
that the Issuance II will be later canceled accordingly.
Furthermore, there is discrepancy in calculation of number of
shares in relation to the Issuance II.  As of the reporting date,
the Company is still in negotiation with MLE on the details of the
settlement.

Update on Changchun Resort

On November 17, 2010, the Company announced its updates with
respect to certain developments that have taken place with respect
to its Changchun Resort.  The government of Erdao district of
Changchun City in the Jilin province of the People's Republic of
China (the "Erdao Government") holds the view that the Changchun
Resort, is still owned by the government and it may, through
Changchun Lianhua Mountain Agricultural Project Development
Company Limited ("CCL Agricultural"), manage the same to the
Company's exclusion.  The Company disagrees with the Erdao
Government's position.  The Company had engaged Global Law Office,
a reputable law firm in PRC, to do legal due diligence on the
assets before they were acquired by the Company.  Global Law
Office had advised the Company that the assets acquired are not
state-owned assets and the same may be validly transferred to the
Company.  Because of CCL Agricultural's and the Erdao Government's
action, the Company has been deprived of management of the
Changchun Resort.

As a result of the foregoing, the Company has lost control of the
company itself and has therefore written off the full value of the
assets and liabilities of Changchun Resort and reported it as a
loss from discontinued operations as of December 31, 2010.  In
2011, the Company commenced legal actions against the Erdao
Government in an effort to regain control and ownership of the
assets and operations.

The Company's legal department sent three letters of formal
complaint to the Ministry of Commerce of the People's Republic of
China in June 2012, the Erdao Government, and Jilin Lianhua
Tourist Committee.  Recently, the Ministry of Commerce of the
People's Republic of China has assigned the case to the relevant
authority called the Economic and Technological Cooperation
Department of Jilin Province for handling.  After a series of
negotiations made and no consensus arrived, management had decided
to start formal administrative prosecution process against the
government.  As at December 31, 2013, management had sent several
additional letters of notice, but no formal prosecution has been
started.

Senior Executive and Board Committee Change

On August 23, 2013, during the second quarter Board meeting, the
Board resolved that Mr. Han Gang would replace Mr. Mao Zhenhua as
the Company's CEO, and Mr. Shi Yang was appointed as the new CFO
of the Company. Mr. Shi Yang is a Certified Public Accountant in
China, and is experienced in corporate finance.  It was also
resolved that to improve the corporate governance structure of the
Company, Mr. Wang Lian would replace Mr. Philip Li as the chairman
of the Nomination Committee.

                             About MCR

MCR -- http://www.mountainchinaresorts.com-- is the premier
developer of four season destination ski resorts in China.  MCR is
transforming existing China ski properties into world-class, four
seasons luxury mountain resorts with excellent real estate
investment opportunities for discerning buyers.  In February 2009,
the Company's Sun Mountain Yabuli Resort was awarded Best Resort
Makeover in Asia by TIME Magazine.  Yabuli is also the permanent
home of the China Entrepreneur's Forum the leading and most
influential community of China's most distinguished and successful
entrepreneurs and business leaders with over 5,000 members from
across a variety of key industries.


NAB HOLDINGS: S&P Affirms 'BB-' CCR on Proposed Dividend Recap
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Troy, Mich.-based merchant payment processor NAB
Holdings LLC.  The outlook is stable.

At the same time, S&P assigned the company's proposed $220 million
first-lien credit facility a 'BB' issue-level rating, with a
recovery rating of '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of a payment default.
The facility consists of a $200 million term loan B and a $20
million revolving credit facility.

S&P's ratings on NAB Holdings LLC reflect the company's "weak"
business risk profile and "significant" financial risk profile.
The company's business risk is characterized by its modest scale
and market position in a highly competitive U.S. merchant payment
processing industry.  However, the company should maintain revenue
growth prospects, albeit slower, over the coming year, supported
by its recent investment in technology infrastructure and
continued focus on customer service.  S&P views industry risk as
"intermediate," the country risk as "very low," and the company's
management and governance as "fair."

NAB remains a small U.S. merchant acquirer focused primarily on
small-to-midsize businesses (SMBs) and for 2013, the company was
the 25th largest U.S. merchant acquirer ranked on a dollar volume
basis, according to the Nilson Report.  The majority of the
company's merchant relationships are sourced through independent
sales organizations (ISOs), but it also has a direct sales force
and corporate partnerships.  The company derives about 50% of
revenue from merchants in five states, including four of the
largest states.  NAB had about $464 million in revenues for fiscal
2013 and about 123,000 active merchants at Dec. 31, 2013, up about
2% year over year, which represented slower growth relative to
high-single-digit to low-double-digit average growth NAB achieved
in prior years.

NAB's services and sales channels are fairly standard among its
competitors, and the company attempts to differentiate itself by
providing free point-of-sale (POS) terminals to merchants,
customizable Web user interfaces for merchants and ISOs, marketing
services for ISOs, and free proprietary mobile card readers and
applications (PayAnywhere/Phone Swipe).  The mobile card reader
market is in its infancy with a formidable host of competitors and
represents a modest revenue source for the company at present.

NAB has achieved revenue growth primarily by focusing on
increasing its ISO relationships and thus merchant count and
transaction volume, and to a lesser extent, by adding new brands
and products.  S&P believes that the company's attrition rate on a
revenue basis has tracked in line with industry averages of about
1.5% per month, achieved through its attention to customer
service.


NAKNEK ELECTRIC: Court Approves $60,000 Accord With Delta Western
-----------------------------------------------------------------
The Bankruptcy Court has approved an agreement between Naknek
Electric Association, Inc., and Delta Western Inc.

The agreement pertains to Naknek Electric's adversary case against
Delta Western for alleged preferential payments of $73,032. The
parties agree to a settlement of $60,000.

Based on the settlement, Naknek Electric and Delta Western agree
to a two-year fuel sale contract. From 2014 to 2015, Delta Western
will sell up to 1.5 million gallons of fuel per year to Naknek
Electric for 2 cents less per gallon than the contract price.

Erik LeRoy, Esq., in Anchorage, Alaska, explains that if Naknek
Electric buys 3 million gallons of fuel during the period, then
the value of the settlement is $60,000, paid over an 18-month
period. It is possible that Naknek Electric will buy less than 1.5
million gallons per year but not much less, notes Mr. LeRoy.

As agreed by the parties, Delta Western has not filed a claim, nor
will file a claim against Naknek Electric.

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

A committee of unsecured creditors has been appointed by the
United States Trustee.


NAKNEK ELECTRIC: Seeks Final Decree Closing Chapter 11 Case
-----------------------------------------------------------
Naknek Electric Association, Inc., has asked the Bankruptcy Court
to enter a final decree closing its Chapter 11 case pursuant to
Section 350 of the Bankruptcy Code and Rule 3022 of the Federal
Rules of Bankruptcy Procedure.

Erik LeRoy, Esq., in Anchorage, Alaska, relates that the order
confirming its reorganization plan, entered on April 1, 2013, has
become final.

As reported in the TCR, according to the Debtor's Second Amended
Disclosure Statement dated Jan. 25, 2013:

   1. The Debtor will use cash on hand and current revenues to
      satisfy claims required by law to be paid on the Effective
      Date of the Plan, including administrative and priority
      expenses (other than certain postpetition financing which
      will be paid out over time by agreement of the lender, the
      National Rural Utilities Cooperative Finance Corporation.

   2. The Debtor will honor its remaining secured financing
      obligations to the Rural Utilities Services.  All other
      secured claims have been resolved in accordance with the
      Geothermal Assets Transaction.

   3. The Debtor will dedicate a portion of the utility rates it
      recovers from its members over the next 20 years to satisfy
      its unsecured creditors' claims or afford them an
      opportunity for a one-time payment on or before Aug. 31,
      2014, as follows:

       i) Receive on a date no later than Aug. 31, 2013, 50% of
          the allowed amount of its Claim in cash up to a maximum
          of $12,500;

      ii) Receive on a date no later than Aug. 31, 2014, 5% on the
          allowed amount of its claim in cash; or

     iii) Receive its pro rata share (among all allowed unsecured
          claims selecting this treatment) of the cash payments to
          be made by the Debtor over 20 years.

   4. The Debtor will preserve the interests of its members,
      subject to the terms and conditions of the Plan.

Under the Plan, the Debtor will raise rates approximately $.07 per
kWh to pay its Plan payments.  Additionally, rates will also be
adjusted to address other factors not part of the Plan such as
inflation, plant and distribution improvements and fuel costs.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/NAKNEK_ELECTRIC_ds_2amended.pdf

The plan has become effective, says Mr. LeRoy.  Naknek Electric's
first payments under the plan were made in August 2013 resulting
in the satisfaction of most claims. Five creditors have chosen
option 3 payment over 20 years, while some escrowed claims may be
reduced from payment of a sale of drill rig.

Mr. LeRoy notes that all contested matters, adversary actions, or
other proceedings have been completed. The last adversary action
against Delta Western Inc. has been resolved.

Mr. LeRoy adds that all post-confirmation reports through December
31, 2013 have been filed and all fees have been paid.

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

A committee of unsecured creditors has been appointed by the
United States Trustee.


OAK FORD PARTNERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: EOak Ford Partners, LLC
        1552 Palm View Road
        Sarasota, FL 34240

Case No.: 14-04692

Chapter 11 Petition Date: April 28, 2014

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

Judge: Hon. Michael G. Williamson

Debtor's Counsel: Timothy W Gensmer, Esq.
                  TIMOTHY W. GENSMER, PA
                  2831 Ringling Blvd, Suite 202-A
                  Sarasota, FL 34237
                  Tel: 941-952-9377
                  Fax: 941-954-5605
                  Email: timgensmer@aol.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Richard Takahashi, officer.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-4692.pdf


ORBITAL SCIENCES: S&P Puts 'BB+' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB+'
corporate credit rating on Dulles, Va.-based Orbital Sciences
Corp. on CreditWatch with negative implications.  At the same
time, S&P placed its ratings on Alliant Techsystems Inc. (ATK),
including the 'BB' corporate credit rating, on CreditWatch with
positive implications.

"The CreditWatch placements follow Orbital Sciences' announcement
that it will merge with the aerospace and defense divisions of
ATK, creating a new company known as Orbital ATK Inc. with revenue
of about $4.5 billion," said Standard & Poor's credit analyst
Chris Mooney.  Before the merger, ATK will spin off its sporting
division.  S&P expects these transactions, which are subject to
regulatory and shareholder approval, to close in late 2014.

S&P plans to resolve the CreditWatch placements following
discussions with management regarding the combined company's
financial policy and strategic direction.  S&P believes the rating
on the combined company could be either 'BB' or 'BB+', though
there is a higher likelihood that the rating will be 'BB+', based
on its preliminary analysis.  S&P will likely withdraw its rating
on Orbital Sciences after the transaction closes, since it will
not have any debt outstanding.


OVERSEAS SHIPHOLDING: Equity Panel Can Hire Rothschild as Counsel
-----------------------------------------------------------------
The Official Committee of Equity Security Holders of Overseas
Shipholding Group, Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ Fox Rothschild LLP as co-counsel to the
committee.

The firm's services will include:

   a. providing legal advice with respect to the Equity
      Committee's powers and duties as appointed under
      Bankruptcy Code section 1102;

   b. assisting in the investigation of the acts, conduct, assets,
      liabilities and financial condition of the Debtors, the
      operation of the Debtors' businesses, and any other matter
      relevant to these cases or to the formulation of a plan or
      plans of reorganization or liquidation; and

   c. preparing on behalf of the Equity Committee necessary
      motions, applications, answers, orders, reports and other
      legal papers.

Fox has advised the Equity Committee that Fox's current hourly
rates range from $350 to $795 per hour for partners, from $150 to
$440 per hour for associates and from $105 to $315 per hour for
paraprofessionals.

Jeffrey M. Schlerf, Esq., a partner at Fox Rothschild LLP, attests
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         Jeffrey M. Schlerf, Esq.
         John H. Strock, Esq.
         FOX ROTHSCHILD LLP
         L. John Bird
         Citizen Bank Center
         919 North Market Street, Suite 300
         Wilmington, DE 19801
         Tel: (302) 654-7444
         Fax: (32) 656-8920

                    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.

An Official Committee of Equity Security Holders also has been
appointed in OSG's case.  Fox Rothschild LLP and Brown Rudnick LLP
serve as co-counsel to Equity Committee.


OVERSEAS SHIPHOLDING: Equity Panel Can Employ Brown Rudnick
-----------------------------------------------------------
The Official Committee of Equity Security Holders sought and
obtained approval from the U.S. Bankruptcy Court to Brown Rudnick
LLP as co-counsel to the committee.

The firm's services will include:

a. assisting and advising the Committee in its discussions with
   the Debtors and other parties in interest regarding the overall
   administration of these cases;

b. representing the Committee at hearings to be held before this
   Court and communicating with the Committee regarding the
   matters heard and the issues raised as well as the decisions
   and considerations of this Court; and

c. assisting and advising the Committee in its examination and
   analysis of the conduct of the Debtors' affairs.

Steven D. Pohl, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

It is anticipated that the primary attorneys who will represent
the Committee are Steven D. Pohl (whose current hourly
rate is $1,030), Daniel J. Saval (whose current hourly rate is
$830) and Jesse N. Garfinkle (whose current hourly rate is $450).

The hourly rates for Brown Rudnick attorneys and paraprofessionals
currently in effect, but subject to periodic adjustments are:
attorney rates are $355 to $1,190 per hour and paraprofessional
rates are $310 to $370 per hour.

                    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.

An Official Committee of Equity Security Holders also has been
appointed in OSG's case.  Fox Rothschild LLP and Brown Rudnick LLP
serve as co-counsel to Equity Committee.


PAN AMERICAN: Delays Filing Fiscal 2013 Financial Statements
------------------------------------------------------------
Pan American Fertilizer Corp. on April 30 disclosed that the
Company will be delayed in filing the fiscal 2013 audited
financial statements and management's discussion and analysis and
as a result not meet the filing deadline of April 30, 2014 as
prescribed by National Instrument 51-102 - Continuous Disclosure
Obligations.

The delay in filing the Disclosure Documents is primarily the
result of additional time required by the Company's auditors to
complete the 2013 Audited Financial Statements owing to the
heightened activity of the Company during the period, including
the business combination between Pan American Fertilizer Corp. and
Golden Fame Resources Corp. and increased operations in Argentina
with additional customers.  The Company is working expeditiously
with the Company's auditors and making every effort to make the
required filings in a timely fashion.  The Company expects to
complete and file its 2013 Annual Audited Financial Statements
before the end of May 2014.

Until Pan American completes the filing of the 2013 Annual Audited
Financial Statements, Pan American will comply with the
alternative information guidelines set out in National Policy 12-
203 - Cease Trade Orders for Continuous Disclosure Defaults for
issuers who have failed to comply with a specified continuous
disclosure requirement within the times prescribed by applicable
securities laws.  The guidelines, among other things, require Pan
American to issue bi-weekly default status reports by way of a
news release so long as the 2013 Annual Audited Financial
Statements have not been filed.

The Company is not involved in any insolvency proceedings.  There
is no other material information concerning the affairs of the
Company that has not been generally disclosed.

              About Pan American Fertilizer Corp.

Pan American -- http://www.PAFertilzer.com-- is a Canadian
company dedicated to providing fertilizer to growing global
markets specifically in South and Central America.  The company is
focused on the extraction of a specific type of fertilizer called
calcium sulphate (also referred to as "Agricultural Gypsum")
currently in Argentina.  To ensure long term development and
increase shareholder value, Pan American currently plans to
significantly expand its current operational objectives while
expanding its asset base by acquiring additional calcium sulphate
and other fertilizer related assets and by expanding its markets
to countries neighboring Argentina.

The Calcium Sulphate project is a unique project, for the
following reasons:

1)Its high grade calcium sulphate (CaSO4) rock outcrops and is
fully permitted and in operations via conventional extraction
methods with secured mining rights for 20 years with right to
extend for another 20 years, allowing for scalable operations;

2)It is strategically located in close proximity to the well-known
"Nucleus Agricultural Zones" of South America where the majority
of the continents important and dynamic agribusiness activity is
located;

3)It connects to Paraguay and Brazil's largest fertilizer
distribution districts via existing and high quality
infrastructure;

4)It has the potential to supply CaSO4 to South America's
agriculture market from its large calcium sulphate-rich deposit.

When used as a fertilizer and as a soil remediator, calcium
sulphate is a soft sulphate mineral composed of calcium sulphate
dihydrate (CaSO4o2H2O) which is extremely rich in sulphur and
calcium. When dissolved in water, the mineral becomes calcium and
sulphate sulphur ions, both of which are required nutrients for
plants.  Calcium Sulphate plays a vital role in establishing and
maintaining good chemical balance in soil, water and plants,
specifically with healthy root development.  Ultimately, calcium
sulphate increases overall crop quality and yields.


PILGRIM'S PRIDE: S&P Raises CCR to 'BB' on Lower Debt
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Pilgrim's
Pride Corp. (PPC), including the corporate credit rating to 'BB'
from 'BB-'.  The outlook is stable.

At the same time, S&P raised the issue ratings on the company's
senior secured $700 million revolving credit facility due 2018 to
'BBB-' from 'BB+' (two notches above the corporate credit rating),
with an unchanged recovery rating of '1', indicating S&P's
expectation for very high recovery (more than 90%) in the event of
payment default.

S&P also raised its ratings on the company's senior unsecured $500
million 7.875% notes due 2018 to 'BB' (the same as the corporate
credit rating) from 'BB-', with a revised recovery rating of '3',
indicating S&P's expectation for meaningful recovery (50%-70%) in
the event of a payment default.

"The upgrade reflects our belief that the company will maintain
its improved operating performance and strengthened credit
measures," said Standard & Poor's credit analyst Chris Johnson.
"We believe still muted feed costs and a favorable outlook for the
U.S. poultry industry will allow PPC to maintain its significantly
improved EBITDA levels, which almost doubled in fiscal 2013 to
$790 million.  Moreover, by the end of April 2014 the company will
have repaid almost $410 million of term debt because of the
mandatory free cash flow sweep provision in its term loan credit
facilities.  We estimate the lower debt levels supports an upgrade
to 'BB'."

The stable outlook reflects S&P's expectation that the company
will maintain existing earnings and credit measures over the next
12 to 18 months because of better pricing flexibility and lower
feed costs.  S&P expects the company will maintain its debt-to-
EBITDA ratio closer to 1x or lower by fiscal year-end 2014, but
recognize that this ratio could weaken to more than 2x if industry
conditions deteriorate.


PREMIER JETS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Premier Jets Completion Center Inc.
        POB 91430
        Portland, OR 97291

Case No.: 14-32470

Chapter 11 Petition Date: April 29, 2014

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Trish M Brown

Debtor's Counsel: Timothy J Conway, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2027
                  Email: tim.conway@tonkon.com

                     - and -

                  Albert N Kennedy, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  Email: al.kennedy@tonkon.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roger B. Kelsay, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/orb14-32470.pdf


PRIMO CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Primo Corporation, a California Corporation
        3301 Fruitland Ave
        Vernon, CA 90255

Case No.: 14-18082

Chapter 11 Petition Date: April 28, 2014

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

Judge: Hon. Vincent P. Zurzolo

Debtor's Counsel: Khushwant Sean Singh, Esq.
                  LAW OFFICES OF K SEAN SINGH & ASSOCIATES
                  801 North Bush St
                  Santa Ana, CA 92701
                  Tel: 714-285-9960
                  Fax: 714-285-9963
                  Email: seansingh2003@yahoo.com

Total Assets: $700,000

Total Liabilities: $1.51 million

The petition was signed by Jim Farooquee, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-18082.pdf


PRIMROSE VILLA: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Primrose Villa Incorporated
           dba Primrose Villa, Inc.
        P.O. Box 1091
        Angier, NC 27501

Case No.: 14-02392

Chapter 11 Petition Date: April 28, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Judge: Hon. Stephani W. Humrickhouse

Debtor's Counsel: J.M. Cook, Esq.
                  J.M. COOK, P.A.
                  5886 Faringdon Place, Suite 100
                  Raleigh, NC 27609
                  Tel: 919 675-2411
                  Email: J.M.Cook@jmcookesq.com

Total Assets: $1.10 million

Total Liabilities: $491,820

The petition was signed by Millicent B. Shyllon, vice president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb_14-2392.pdf


REEMA HOSPITALITY: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Reema Hospitality, Inc.
        76314 Long Leaf Loop
        Yulee, FL 32097

Case No.: 14-04892

Chapter 11 Petition Date: April 29, 2014

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

Judge: Hon. Cynthia C. Jackson

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Hasmukh Patel, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-4892.pdf


RESTORA HEALTHCARE: Patient Ombudsman Taps Bryan Cave as Counsel
----------------------------------------------------------------
Laura W. Patt, the patient ombudsman for the Chapter 11 case of
Restora Healthcare Holdings LLC and its debtor-affiliates, asks
the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Bryan Cave LLP as
her counsel.

The firm will:

  a) answer questions about the requirements of the bankruptcy
     code and bankruptcy rules;

  b) assist in the fulfillment of Ms. Patt's duties in these
     cases; and

  c) assist in the filing of and service of documents of Ms.
     Patt's behalf; and

  d) appear before the Court on her behalf when necessary and
     appropriate.

The firm's currently hourly rates for the professionals:

  Michelle McMahon        michelle.mcmahon@bryancave.com    $625
  Sheryl Feutz-Harter     sheryl.feutzharter@bryancave.com  $400
  Jamilia Justine Willis  jamila.willis@bryancave.com       $455
  Amanda Cartwright       amanda.cartwright@bryancave.com   $310

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

The firm can be reached at:

     Bryan Cave LLP
     1290 Avenue of the Americas
     New York, NY 10104-3300
     Tel: 1 212 541 2000
     Fax: 1 212 541 4630
     Website: http://www.bryancave.com/

                      About Restora Healthcare

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.

DLA Piper LLP (US) serves as the Debtors' counsel.  The Debtors
tapped George D. Pillari, a managing director of Alvarez & Marsal
Healthcare Industry Group, LLC, as chief restructuring officer.

The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors.


RESTORA HEALTHCARE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Restora Healthcare Holdings LLC, Restora Hospital of Mesa LLC, and
Restora Hospital of Sun City LLC filed separate summary of
schedules of assets and liabilities in the U.S. Bankruptcy Court
for the District of Delaware, disclosing:

                               Total        Total
Company Name                  Assets       Liabilities
------------                  ----------   -----------
Restora Healthcare Holdings   $1,789,247   $11,328,016
Restora Hospital of Mesa      $6,996,725   $11,186,942
Restora Hospital of Sun City  $5,327,278   $9,109,597

A full-text copy of Restora Healthcare Holdings' schedules is
available for free at http://is.gd/GHz8n1

A full-text copy of Restora Hospital of Mesa's schedules is
available for free at http://is.gd/Q3SbdN

A full-text copy of Restora Hospital of Sun City's schedules is
available for free at http://is.gd/YgRspa

                      About Restora Healthcare

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.

DLA Piper LLP (US) serves as the Debtors' counsel.  The Debtors
tapped George D. Pillari, a managing director of Alvarez & Marsal
Healthcare Industry Group, LLC, as chief restructuring officer.

The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors.


RIVER-BLUFF: Files Schedules of Assets and Liabilities
------------------------------------------------------
River-Bluff Enterprises Inc. filed its schedules of assets and
liabilities, and statements of financial affairs in the U.S.
Bankruptcy Court for the Eastern District of Washington,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,630,000
  B. Personal Property            $1,601,777
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $16,945,983
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $663,670
                                 -----------      -----------
        TOTAL                    $10,231,777      $17,609,653

A full-text copy of the schedules and statements is available for
free at http://is.gd/7U6U1v

River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Wash. Case No. 14-00843) on March 11, 2014.
The Ellensburg, Washington-based company estimated $10 million to
$50 million in assets and liabilities.  Metiner G Kimel, Esq., at
Kimel Law Offices, in Yakima, Washington, serves as counsel.

This is River-Bluff's second bankruptcy filing in less than two
years.  The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012.  The case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.


RIVERWALK JACKSONVILLE: Case Summary & 5 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Riverwalk Jacksonville Development, LLC
        200 S.E. 1st Street, Suite 700
        Miami, FL 33131

Case No.: 14-19672

Chapter 11 Petition Date: April 28, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Laurel M Isicoff

Debtor's Counsel: Geoffrey S. Aaronson, Esq.
                  AARONSON SCHANTZ P.A.
                  100 SE 2nd St # 2700
                  Miami, FL 33131
                  Tel: 786.594.3000
                  Email: gaaronson@aspalaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Stevan J. Pardo, managing member.

List of Debtor's five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Summit Electrical                  Electric repair        $3,337
Contractors, Inc.                  services

Sherrie Gibson                     Property               $2,500
                                   Management

Marcum, LLP                        Professional Fees      $1,700

Safetouch Security Systems         Security Services      $1,123

Christy Hayes                      Bookkeeper             $1,000


SAN BERNARDINO, CA: Settles Disputes with Landmark, Norstar
-----------------------------------------------------------
The City of San Bernardino, California, entered into a settlement
of a pending litigation with Landmark American Insurance Company
and Norstar Plumbing & Engineering, Inc., which litigation arose
from indemnification Norstar was required to provide to the City
in connection with the performance of a contract to replace a
chronically leaking Riverside water main extending through San
Bernardino.  Under the settlement, the City, Landmark and Norstar
agreed to dismiss their claims against one another in the action
and in the Chapter 9 proceeding, with prejudice and without
payment by any party.

San Bernardino also entered into court-approved stipulations with
different counterparties extending the time by which the City must
decide on whether to assume or reject contracts and leases.  The
City has until Dec. 31, 2014, to decide on its leases with the San
Bernardino Economic Development Corp.; Tim J. Burgess; the
California Infrastructure and Economic Development Bank; Superior
Homes, LLC; U.S. Bank National Association and National Public
Finance Guarantee Corporation; and the City of San Bernardino
Municipal Water Department.

One of the remaining major dispute in the City's Chapter 9 case is
the appeal filed by the California Public Employees Retirement
System from the Bankruptcy Court's order allowing the City to
proceed with its Chapter 9 case.  The appeal is placed on the
August 2014 calendar in the U.S. Court of Appeals for the Seventh
Circuit.

The City, the San Bernardino City Professional Firefighters Local
891 and the San Bernardino Police Officers Association are also in
mediation regarding the City's bid to reject the City's collective
bargaining agreements with three unions.  The City has settled
with one of the three unions, the San Bernardino Public Employees
Association.  The SBCPF said a prompt adjudication on the
rejection motion will end the terms of employment that were
imposed on the union, but a continuation of the status quo
encourages a delay in negotiations by the City.  The City told the
Court that it should not assume that a consensual resolution with
the unions is not possible.

The City said that as of the Feb. 7 bar date, there were 260
proofs of claim filed in the following amounts:

   general unsecured claims         $385,000,000
   priority unsecured claims          $2,200,000
   secured claims                    $16,000,000
   administrative claims                 $78,000

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SBARRO LLC: Agrees to Pay Unsecured Creditors $1.25 Million
-----------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Sbarro LLC's unsecured creditors won't be leaving the pizza
chain's bankruptcy empty-handed after all.

According to the report, a group of landlords and food suppliers
expecting to go unpaid in the Chapter 11 case are set to receive
$1.25 million under a settlement reached last week with the Sbarro
estate, counsel for the unsecured creditors committee said.

Cooley LLP attorney Seth Van Aalten, who represents the creditors,
said Sbarro's lenders have further agreed to continue doing
business with the company's vendors and landlords once Sbarro
emerges from bankruptcy, the Journal related.  The lenders also
agree not to sue trade creditors to recover money paid to them in
the weeks before Sbarro filed for bankruptcy, Mr. Van Aalten said.

Sbarro entered Chapter 11 protection in March with a proposed
bankruptcy-exit plan backed by 98% of its lenders that swaps $140
million in debt for control of the restructured business, the
Journal further related.  Sbarro said in court filings that it
intends to go through with that plan after a deadline to bid on
the company's assets passed with no potential buyers emerging.

As part of the settlement with unsecured creditors, Sbarro's
lenders agree to waive a so-called deficiency claim in the case
covering any money they are still owed after the debt-for-equity
swap, Mr. Van Aalten said, the report added.

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Bankruptcy Judge Martin Glenn presides over the 2014 case.  Nicole
Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower,
Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP,
represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle, and
Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by converting 100%
of the outstanding amount of the $35 million post-petition debtor-
in-possession financing into an equal amount of a newly issued
$110 million senior secured exit term loan facility; and
converting approximately $173 million in prepetition senior
secured debt held by the Company's prepetition first lien lenders
into the remaining exit term loan facility and 100% of the common
equity of the reorganized company (subject to dilution by shares
issued under a management equity plan); and eliminating all other
outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.

On March 26, 2014, the United States Trustee appointed an official
committee of unsecured creditors, consisting of (i) Performance
Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited
Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich
Company.  The Committee is represented by Jay R. Indyke, Esq.,
Cathy $R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex
Velinsky, Esq., at Cooley LLP.  Mesirow Financing Consulting, LLC
serves as its financial advisors.

Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed,
Hadley & McCloy LLP's Evan R. Fleck, Esq.


SBARRO LLC: Wins Final OK of $20MM Cantor Fitzgerald DIP Loan
-------------------------------------------------------------
Sbarro LLC et al won a final court order authorizing them to
borrow money pursuant to the DIP Credit Agreement up to
$20,000,000 (which amount is inclusive of the $10,000,000
borrowing authorized by and drawn pursuant to the Interim Order)
(plus interest, fees and other expenses and amounts provided for
in the DIP Documents).

Cantor Fitzgerald Securities serves as Administrative Agent and
Collateral Agent under the DIP loan agreement.

The Debtors also obtained final Court approval to use Cash
Collateral of the prepetition secured lenders under the Credit
Agreement, dated as of November 28, 2011, by and among New Sbarro
Intermediate Holdings, Inc., as Borrower, New Sbarro Finance,
Inc., as Holdings, the Prepetition Secured Lenders, Cantor
Fitzgerald Securities, as administrative agent and collateral
agent; and to grant adequate protection to the Prepetition Secured
Lenders with respect to, inter alia, the use of their Cash
Collateral.

The Debtors' obligations under the DIP facility are subject to a
carve-out for (i) all fees required to be paid to the Clerk of the
Court and to the Office of the United States trustee pursuant to
28 U.S.C. Sec. 1930(a) whether arising prior to or after the
delivery of the Carve-Out Trigger Notice, (ii) all reasonable fees
and expenses incurred by a trustee under section 726(b) of the
Bankruptcy Code not to exceed $50,000 and (iii) to the extent
allowed by the Court at any time, all reasonable and documented
unpaid fees, costs, disbursements and expenses of professionals
retained by the Debtors in these Cases incurred at any time before
or on the first business day after the delivery by the DIP Agent
on behalf of the Lenders a Carve-Out Trigger Notice and remain
unpaid after application of any available funds remaining in the
Debtors? estates for such Debtors? Professionals; (iv) to the
extent allowed by the Court at any time, all reasonable and
documented unpaid fees and expenses of professionals retained by
any statutory committees appointed in the Cases, but excluding
fees and expenses of third party professionals employed by any the
committee members, that are incurred prior to the first business
day after the delivery by the DIP Agent of a Carve-Out Trigger
Notice and remain unpaid after application of any available funds
remaining in the Debtors' estates for such Committee
Professionals; and (v) after the first business day following the
delivery by the DIP Agent of the Carve-Out Trigger Notice.  The
Professional Fees may not exceed $1,000,000 on and after the
Trigger Date.

The DIP Order provides that $100,000 will be earmarked in the DIP
budget for the Creditors Committee's cost in investigating any
causes of action against the lenders.  The Committee may not
exceed that amount.

The DIP Lenders require the Debtors to obtain confirmation of
their Reorganization Plan by June 16, 2014, and to substantially
consummate the Plan by June 26.

The Prepetition Agent will have the right to credit bid all or any
portion of the Prepetition Secured Facility Debt upon the
direction of the Required Lenders in connection with a sale of any
Prepetition Collateral conducted pursuant to (i) a Conforming Plan
of Reorganization or (ii) section 363 of the Bankruptcy Code
(subject to the consent of the DIP Agent, unless all DIP
Obligations have been paid or other otherwise satisfied and all
Commitments have been terminated, and to the extent permitted by
the DIP Credit Agreement); provided, however, that any credit bid
in excess of $61.3 million in first-out term loans (inclusive of
any fees and interest) must be made in cash.

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Bankruptcy Judge Martin Glenn presides over the 2014 case.  Nicole
Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower,
Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP,
represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle, and
Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by converting 100%
of the outstanding amount of the $35 million post-petition debtor-
in-possession financing into an equal amount of a newly issued
$110 million senior secured exit term loan facility; and
converting approximately $173 million in prepetition senior
secured debt held by the Company's prepetition first lien lenders
into the remaining exit term loan facility and 100% of the common
equity of the reorganized company (subject to dilution by shares
issued under a management equity plan); and eliminating all other
outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 26, 2014, the United States Trustee appointed an official
committee of unsecured creditors, consisting of (i) Performance
Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited
Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich
Company.  The Committee is represented by Jay R. Indyke, Esq.,
Cathy $R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex
Velinsky, Esq., at Cooley LLP.  Mesirow Financing Consulting, LLC
serves as its financial advisors.

Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed,
Hadley & McCloy LLP's Evan R. Fleck, Esq.

The Debtors on March 5, 2014, commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.  The Plan proposes to swap $140 million
in debt for control of the reorganized Debtor.  Unsecured
creditors are not expected to recover under the Plan.  However,
they have been able to negotiate a $100,000 budget to investigate
potential legal claims that could improve their recovery.

The Debtors attempted to conduct an auction process whereby third
parties could submit higher or otherwise better proposals than the
Prepackaged Plan currently on file.  They, however, did not
receive any qualified preliminary indications of interest by the
April 14 deadline.  The Debtors, in consultation with their
lenders and the official committee of unsecured creditors,
decided to proceed directly to confirmation of the pre-negotiated
Plan without continuing the auction process.

A hearing to confirm the Plan has been set for May 19, 2014 at
10:00 a.m. (ET).  Objections are due May 12, 2014 at 4:00 p.m.
(ET).  At the same hearing, the Court will also consider approval
of the Disclosure statement explaining the Plan.

A meeting of Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) was to be held April 29, 2014.


SBARRO LLC: Kirkland Approved as Bankruptcy Counsel
---------------------------------------------------
The Bankruptcy Court on April 25 authorized Sbarro LLC and its
affiliated debtors to employ Kirkland & Ellis LLP as their
attorneys effective nunc pro tunc to the Petition Date.

The Court held that (a) K&E does not hold or represent an interest
adverse to the Debtors' estates and (b) K&E is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code and
as required by section 327(a).

Notwithstanding anything in the parties' Engagement Letter to the
contrary, K&E is directed to apply any remaining amounts of its
prepetition retainers as a credit toward postpetition fees and
expenses, after such postpetition fees and expenses are approved
pursuant to an order of the Court awarding fees and expenses to
K&E. K&E is authorized without further Court order to reserve and
apply amounts from the prepetition retainers that would otherwise
be applied toward payment of postpetition fees and expenses as are
necessary and appropriate to compensate and reimburse K&E for fees
or expenses incurred on or prior to the Petition Date consistent
with its ordinary course billing practices.

K&E is directed not to charge a markup to the Debtors with respect
to fees billed by contract attorneys who are hired by K&E to
provide services to the Debtors and must ensure that any such
contract attorneys are subject to conflict checks and disclosures
in accordance with the requirements of the Bankruptcy Code and
Bankruptcy Rules.

K&E cannot withdraw as the Debtors' counsel before the effective
date of any chapter 11 plan confirmed in the cases without prior
approval of the Court in accordance with Local Bankruptcy Rule
2090-1(e).

As reported by the Troubled Company Reporter, Nicole L.
Greenblatt, a partner at K&E, said in an affidavit filed with the
Court that pursuant to an engagement letter between the Debtors
and K&E, dated as of Dec. 30, 2013, the hourly rates of K&E's
personnel are:

         Partners                         $665 - $1,225
         Of Counsel                       $415 - $1,195
         Associates                       $450 - $835
         Paraprofessionals                $170 - $355

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

         Nicole L. Greenblatt                 $895
         David S. Meyer                       $775

In addition, as necessary, other K&E professionals and
paraprofessionals will provide services to the Debtors.

Ms. Greenblatt disclosed that on Jan. 24, 2014, the Debtors paid
$350,000 to K&E as a classic retainer and the Debtors subsequently
made an additional classic retainer payment to K&E of $400,000 on
March 7.

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Bankruptcy Judge Martin Glenn presides over the 2014 case.  Nicole
Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower,
Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP,
represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle, and
Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by converting 100%
of the outstanding amount of the $35 million post-petition debtor-
in-possession financing into an equal amount of a newly issued
$110 million senior secured exit term loan facility; and
converting approximately $173 million in prepetition senior
secured debt held by the Company's prepetition first lien lenders
into the remaining exit term loan facility and 100% of the common
equity of the reorganized company (subject to dilution by shares
issued under a management equity plan); and eliminating all other
outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 26, 2014, the United States Trustee appointed an official
committee of unsecured creditors, consisting of (i) Performance
Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited
Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich
Company.  The Committee is represented by Jay R. Indyke, Esq.,
Cathy $R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex
Velinsky, Esq., at Cooley LLP.  Mesirow Financing Consulting, LLC
serves as its financial advisors.

Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed,
Hadley & McCloy LLP's Evan R. Fleck, Esq.

The Debtors on March 5, 2014, commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.  The Plan proposes to swap $140 million
in debt for control of the reorganized Debtor.  Unsecured
creditors are not expected to recover under the Plan.  However,
they have been able to negotiate a $100,000 budget to investigate
potential legal claims that could improve their recovery.

The Debtors attempted to conduct an auction process whereby third
parties could submit higher or otherwise better proposals than the
Prepackaged Plan currently on file.  They, however, did not
receive any qualified preliminary indications of interest by the
April 14 deadline.  The Debtors, in consultation with their
lenders and the official committee of unsecured creditors,
decided to proceed directly to confirmation of the pre-negotiated
Plan without continuing the auction process.

A hearing to confirm the Plan has been set for May 19, 2014 at
10:00 a.m. (ET).  Objections are due May 12, 2014 at 4:00 p.m.
(ET).  At the same hearing, the Court will also consider approval
of the Disclosure statement explaining the Plan.

A meeting of Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) was to be held April 29, 2014.


SBARRO LLC: May Hire PwC as Auditors and Tax Consultants
--------------------------------------------------------
The Bankruptcy Court on April 25 authorized Sbarro LLC and its
affiliated debtors to employ PricewaterhouseCoopers LLP as their
independent auditors and tax consultants effective nunc pro tunc
to the Petition Date.  The Debtors also are authorized to
indemnify and hold harmless PwC and its affiliates, their
directors, officers, agents, employees and controlling persons,
and each of their successors and assigns pursuant to the terms and
conditions set forth in the Engagement Letters, subject to certain
conditions.

PwC is authorized to perform these services:

     a. provide independent audit services, including
        auditing consolidated financial statements of the
        Debtors;

     b. provide the Debtors with an audit report on such
        financial statements;

     c. provide additional audit procedures related to asset
        impairments, including the trade name, and franchise
        and store assets;

     d. review calculations of cancellation of indebtedness
        income and the gains and losses on the sale of assets;

     e. analyze the impact of cancellation of indebtedness on
        the Debtors net operating losses and other tax
        attributes; and

     f. provide advisory services regarding the tax treatment
        of expenses incurred in connection with the
        reorganization.

In connection with the Tax Consulting Engagement Letter, PwC
received a retainer in the amount of $15,000, which was exhausted
by PwC prior to the Petition Date.  PwC agrees to waive any unpaid
fees or expenses upon approval of the retention.

The hourly rates, subject to periodic adjustments, that PwC
professionals will charge pursuant to the Tax Consulting
Engagement Letter and Audit Engagement Letter Amendment are:

     Billing Category             Hourly Billing Rate
     ----------------             -------------------
     Partner                           $605 - $935
     Director/Senior Manager           $545 - $675
     Manager                           $350 - $460
     Senior Associate                  $225 - $400
     Associate                         $130 - $250
     Paraprofessional                  $150

The services PwC provides in connection with the engagement set
forth in the Audit Engagement Letter are not compensated on an
hourly basis.  Rather, PwC provides those services primarily on a
fixed-fee basis, including a $275,000 fixed fee under the Audit
Engagement Letter, of which approximately $75,000 has yet to be
paid by the Debtors.  PwC also will invoice the Debtors for its
reasonable out-of-pocket expenses.

The PwC professionals providing services to the Debtors will
consult with internal PwC bankruptcy retention and billing
advisors to ensure compliance with the applicable provisions of
the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
Rules, and any other applicable procedures and orders of the
Court, as well as to decrease the overall fees associated with the
administrative aspects of PwC's engagement.  The services provided
by these bankruptcy retention and billing advisors shall include,
but are not limited to: (a) assistance with preparation of the
bankruptcy retention documents; (b) assistance with the
disinterestedness disclosures; and (c) preparation of monthly fee
statements and interim and final fee applications.  Given the
specialized nature of these services, specific billing rates exist
for these PwC bankruptcy retention and billing advisors:

     Director, $550
     Manager,  $400
     Senior Associate, $290
     Associate, $225 and
     Paraprofessional, $150

Carrie Quinn, a PwC partner, attests that PwC has advised the
Debtors that the firm's partners and professionals who are
anticipated to provide services pursuant to the Engagement Letters
do not have any connection with any of the Debtors, their
affiliates, their significant creditors, or any other significant
party-in-interest, or to the Debtors' attorneys, the United States
Trustee or any judge in the United States Bankruptcy Court for the
Southern District of New York with respect to the matters for
which PwC is to be employed.

PwC may be reached at:

     Carrie Quinn
     PRICEWATERHOUSECOOPERS
     300 Madison Avenue
     New York, 10017

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Bankruptcy Judge Martin Glenn presides over the 2014 case.  Nicole
Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower,
Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP,
represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle, and
Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by converting 100%
of the outstanding amount of the $35 million post-petition debtor-
in-possession financing into an equal amount of a newly issued
$110 million senior secured exit term loan facility; and
converting approximately $173 million in prepetition senior
secured debt held by the Company's prepetition first lien lenders
into the remaining exit term loan facility and 100% of the common
equity of the reorganized company (subject to dilution by shares
issued under a management equity plan); and eliminating all other
outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 26, 2014, the United States Trustee appointed an official
committee of unsecured creditors, consisting of (i) Performance
Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited
Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich
Company.  The Committee is represented by Jay R. Indyke, Esq.,
Cathy $R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex
Velinsky, Esq., at Cooley LLP.  Mesirow Financing Consulting, LLC
serves as its financial advisors.

Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed,
Hadley & McCloy LLP's Evan R. Fleck, Esq.

The Debtors on March 5, 2014, commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.  The Plan proposes to swap $140 million
in debt for control of the reorganized Debtor.  Unsecured
creditors are not expected to recover under the Plan.  However,
they have been able to negotiate a $100,000 budget to investigate
potential legal claims that could improve their recovery.

The Debtors attempted to conduct an auction process whereby third
parties could submit higher or otherwise better proposals than the
Prepackaged Plan currently on file.  They, however, did not
receive any qualified preliminary indications of interest by the
April 14 deadline.  The Debtors, in consultation with their
lenders and the official committee of unsecured creditors,
decided to proceed directly to confirmation of the pre-negotiated
Plan without continuing the auction process.

A hearing to confirm the Plan has been set for May 19, 2014 at
10:00 a.m. (ET).  Objections are due May 12, 2014 at 4:00 p.m.
(ET).  At the same hearing, the Court will also consider approval
of the Disclosure statement explaining the Plan.

A meeting of Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) was to be held April 29, 2014.


SBARRO LLC: Sierra Liquidity Buying Claims
------------------------------------------
Sierra Liquidity Fund, LLC, on April 28 bought two claims filed in
the Chapter 11 cases of Sbarro LLC et al.  Sierra acquired
Bartlett Dairy, Inc.'s $6,053.95 claim, and D & C Refrigeration's
$162.50 claim.  Terms of the deal were not disclosed.

Earlier in April, Sierra acquired the claims of Gelato, Inc.
(Amount $1,683.90); and Rivers Refrigeration, Inc. (Amount
$246.85).

In March, Sierra bought the claim of Grayhawk Produce (Amount
$1,009.59).

Sierra may be reached at:

     Sierra Liquidity Fund LLC
     19772 MacArthur Blvd., #200
     Irvine, CA 92612
     Tel: 949-660-1144 x 10
     E-mail: saugust@sierrafunds.com

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Bankruptcy Judge Martin Glenn presides over the 2014 case.  Nicole
Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower,
Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP,
represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle, and
Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by converting 100%
of the outstanding amount of the $35 million post-petition debtor-
in-possession financing into an equal amount of a newly issued
$110 million senior secured exit term loan facility; and
converting approximately $173 million in prepetition senior
secured debt held by the Company's prepetition first lien lenders
into the remaining exit term loan facility and 100% of the common
equity of the reorganized company (subject to dilution by shares
issued under a management equity plan); and eliminating all other
outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 26, 2014, the United States Trustee appointed an official
committee of unsecured creditors, consisting of (i) Performance
Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited
Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich
Company.  The Committee is represented by Jay R. Indyke, Esq.,
Cathy $R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex
Velinsky, Esq., at Cooley LLP.  Mesirow Financing Consulting, LLC
serves as its financial advisors.

Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed,
Hadley & McCloy LLP's Evan R. Fleck, Esq.

The Debtors on March 5, 2014, commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.  The Plan proposes to swap $140 million
in debt for control of the reorganized Debtor.  Unsecured
creditors are not expected to recover under the Plan.  However,
they have been able to negotiate a $100,000 budget to investigate
potential legal claims that could improve their recovery.

The Debtors attempted to conduct an auction process whereby third
parties could submit higher or otherwise better proposals than the
Prepackaged Plan currently on file.  They, however, did not
receive any qualified preliminary indications of interest by the
April 14 deadline.  The Debtors, in consultation with their
lenders and the official committee of unsecured creditors,
decided to proceed directly to confirmation of the pre-negotiated
Plan without continuing the auction process.

A hearing to confirm the Plan has been set for May 19, 2014 at
10:00 a.m. (ET).  Objections are due May 12, 2014 at 4:00 p.m.
(ET).  At the same hearing, the Court will also consider approval
of the Disclosure statement explaining the Plan.

A meeting of Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) was to be held April 29, 2014.


SCOOTER STORE: Wants to Designate Philip J. Gund as CRO
-------------------------------------------------------
The Scooter Store asks the Bankruptcy Court for permission to
employ Marotta Gund Budd & Dzera, LLC, to provide management
services and designate Philip J. Gund as chief restructuring
officer.

Mr. Gund, senior managing director of MGBD, will assist the
Debtors in evaluating and implementing strategic and tactical
options with regard to the wind-down of the Debtors' affairs.  The
Debtors anticipate that during the remainder of the cases,
additional personnel.

The Debtor relates that MGBD will also use reasonable efforts to
ensure that the services MGBD will provide to the Debtors will not
be duplicative of efforts by other professionals retained  by the
Debtors.

MGDB's fee structure consists of a fixed monthly fee of $18,000
for the services of Mr. Gund, and hourly rates for additional
personnel.  The hourly rates are:

         Senior Managing Director                $700
         Other Professional Staff            $250 - $600
         Paraprofessionals                   $175 - $250

MGBD has not received a retainer in connection with its retention
in the cases.

To the best of the Debtor's knoweldge, MGBD is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

In a separate filing, pursuant to Del. Bankr. LR 2002-1(a), the
Court scheduled an omnibus hearing on May 22, 2014, at 9:30 a.m.

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  Epiq Bankruptcy Solutions LLC serves as
administrative advisor.  AP Services LLC provide interim
management and restructuring services and designated Lawrence E.
Young as chief restructuring officer to the Debtors.  The closely
held company listed assets of less than $10 million and debt of
more than $50 million.  The Scooter Store - St. Louis, L.L.C.,
disclosed $13,353,846 in assets and $83,957,993 in liabilities as
of the Chapter 11 filing.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
lead counsel, and Cousins Chipman & Brown, LLP as Delaware
counsel.  CBIZ Acounting, Tax and Advisory of New York, LLC, CBIZ
Valuation Group, LLC and CBIZ Mergers & Acquisition Group Inc.
serve as their financial advisors.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SHREE JAI: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Shree Jai Ambe, Inc.,
        21104 Kildare Ave
        Matteson, IL 60443-2321

Case No.: 14-15973

Chapter 11 Petition Date: April 29, 2014

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

Judge: Hon. Pamela S. Hollis

Debtor's Counsel: James A Young, Esq.
                  JAMES A YOUNG & ASSOCIATES, LTD.
                  47 DuPage Court
                  Elgin, IL 60120
                  Tel: (847)- 608-9526
                  Fax: (847)- 695-3494
                  Email: jyoung@youngbklaw.com

Total Assets: $612,763

Total Liabilities: $1.12 million

The petition was signed by Umesh Patel, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-15973.pdf


SMITHFIELD FOODS: S&P Affirms 'BB-' CCR & Removes From CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings on
Smithfield, Va.-based Smithfield Foods Inc., including its 'BB-'
corporate credit rating.  At the same time S&P removed all ratings
from CreditWatch, where we placed them with positive implications
on April 14, 2013.  The outlook is stable.  Smithfield had $3
billion of reported debt outstanding as of Dec. 31, 2013.

"The rating affirmation and CreditWatch removal reflects the
discontinued IPO listing from Smithfield's majority owner, WH
Group Ltd.," said Standard & Poor's credit analyst Chris Johnson.
"We initially expected net proceeds of closer to $4 billion or
more, which in our opinion would have significantly improved WH's
consolidated leverage and credit profile, which in turn could have
supported a higher rating at Smithfield."

Key credit factors in Standard & Poor's ratings on Smithfield
Foods include the company's leading domestic market share in
packaged meats and fresh pork, earnings volatility associated with
its hog production segment (and to a lesser degree its fresh pork
business), business concentration primarily in pork products
(partly mitigated by good product diversification), and improving
geographic diversification, including an expected stronger
presence in China following the acquisition.

While S&P recognizes the company has adopted a more prudent
approach to hedging and risk management and improved the cost
structure of its production and processing footprint, it remains
exposed to volatile grain input costs (primarily corn and soybean
meal) that periodically lead to hog production losses, as was the
case in fiscal 2013 (ended April 28).  Smithfield is more narrowly
focused on pork products than some of its peers, like Tyson and
JBS S.A.  Still, its businesses modestly benefit from an improving
product mix shift to higher-margin packaged meats, while exports
provide additional diversification benefits, ranging from 15% to
20% of consolidated sales and improving international segment
earnings.

Smithfield's earnings were somewhat weaker than expected through
the eight months ended Dec. 31, 2013, primarily because of weaker
margins from higher pork costs in the company's pork segment.
Still, S&P estimates earnings improved sequentially toward the end
of the period as profitability in the company's hog segment
returned, which partly led to better-than-expected long-term debt
repayments of just over $200 million in the final two months.  S&P
believes pork segment margins will stabilize in 2014, which,
together with better hog segment profitability, should result in
EBITDA rebounding to closer to $1 billion.


SORENSON COMMUNICATIONS: Emerges From Chapter 11 Bankruptcy
-----------------------------------------------------------
On April 30, 2014, Sorenson Communications, Inc. emerged from a
pre-packaged Chapter 11 process, commenced on March 3, 2014, in
the United States Bankruptcy Court for the District of Delaware.
Reorganized Sorenson, with a strengthened balance sheet, will
continue investing in its service platform and developing products
to provide innovative communications technology to the deaf and
hard-of-hearing community.  In addition, reorganized Sorenson now
has the financial runway needed to work with the FCC on addressing
the future regulatory framework for the industry.

Since its Chapter 11 filing on March 3, Sorenson's operations and
services have continued uninterrupted, with no impact to
customers, employees, interpreters and suppliers.  All customer
services have been maintained, all employee wage and benefit
programs have continued and all suppliers have been paid in the
ordinary course of business.

Scott Sorensen, chief financial officer of Sorenson
Communications, Inc., noted, "Sorenson will continue to empower
people who are deaf and hard-of-hearing by providing the
industry's highest-quality communication products and services.
Sorenson is dedicated to the promise of access to functionally-
equivalent communication as mandated by the Americans with
Disabilities Act (ADA)."

                   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: Trustee Can Tap Kinetic Partners as Consultant
---------------------------------------------------------------
Corinne Ball, the Chapter 11 trustee of Soundview Elite Ltd. and
its debtor-affiliates, sought and obtained authorization from the
Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York to employ Kinetic Partners US LLP as
her financial consultant, nunc pro tunc to Feb. 13, 2014.

Kinetic Partners will provide the Trustee with financial
consulting services as the Trustee and Kinetic Partners deem
appropriate and feasible to assist the Trustee in the course of
the Chapter 11 Cases. Specifically, Kinetic Partners will render
various services for the Trustee, including but not limited to,
the following:

Phase I (Months 1 through 2)

   (a) at the direction of the Trustee, develop an operating
       procedure and task list in conjunction with the Trustee's
       counsel and other advisors to ensure proper coordination of
       activities and efficiencies with respect to the Trustee's
       administration of the Chapter 11 Cases;

   (b) analyze the activities in various liquidation proceedings
       in the Grand Court (the "Cayman Proceedings") to advise the
       Trustee on how to proceed in the Chapter 11 Cases;

   (c) assist with the negotiation, drafting and implementation of
       an agreed cross-border protocol between the Cayman
       Proceedings and the Chapter 11 Cases for the effective and
       efficient administration of the Debtors' estates;

   (d) assist with the collection and if necessary reconstitution
       of the Debtors' books and records;

   (e) analyze information relevant to the Debtors from the FILB
       Chapter 11 Case obtained from the Trustee, her counsel and
       other advisors, to the extent necessary;

   (f) evaluate other offshore issues such as, among others, the
       JOLs' approach and involvement with Leverage, Arbitrage,
       Alpha and other offshore entities;

   (g) advise the Trustee regarding proofs of debt and claims
       filed by the Debtors and, if necessary, correct the same;

   (h) identify, locate and analyze the Debtors' assets, wherever
       they may be situated;

   (i) advise the Trustee, based on prior experience, of tasks
       that require attention and assist with such tasks as
       directed by the Trustee, her counsel and other advisors;

   (j) analyze the cogency and quantum of inter-estate claims
       including, but not limited to, claims between and among the
       Debtors, the FILB Trustee and other Cayman Proceedings;

   (k) advise on issues arising in connection with the FILB
       Chapter 11 Case and the plan proposed in that case;

   (l) advise on other matters related to the Chapter 11 Cases
       including, but not limited to, whether a chapter 11
       proceeding should be initiated for other related or
       controlled entities; and

   (m) perform such other services, as requested by the Trustee
       and agreed to by Kinetic Partners, that are not duplicative
       of work the Trustee's counsel and other advisors are
       performing for the Debtors.

Phase II (Months 2 through 4)

   (a) complete any incomplete or in process tasks from Phase I,
       as directed by the Trustee or her counsel and agreed to by
       Kinetic Partners;

   (b) advise the Trustee, her counsel and other advisors
       regarding interviews of witnesses;

   (c) participate in discussions, analysis and negotiations among
       the various parties to the Chapter 11 Cases and the Cayman
       Proceedings regarding, among other things, the Debtors'
       assets, net asset value calculations and potential claims
       and defenses regarding claims the Trustee may wish to
       assert in either the Chapter 11 Cases or the Cayman
       Proceedings; and

   (d) perform such other services, as requested by the Trustee
       and agreed to by Kinetic Partners, that are not duplicative
       of work the Trustee's counsel and other advisors are
       performing for the Debtors.

Subject to the Court's approval, the Trustee will compensate
Kinetic Partners in accordance with the terms and conditions of
the Engagement Letter, which provides in relevant part for the
following compensation structure:

   (a) Kinetic Partners will be compensated for its services on an
       hourly basis at Kinetic Partners' normal hourly rates as
       set forth below, provided, however, that Kinetic Partners
       will limit its fees charged until and including Mar. 31,
       2014 to $475,000, and after Mar. 31, 2014, Kinetic Partners
       will discount its hourly rates by 10% as set forth below.
       These rates are subject to annual review.

       Position              Hourly Rate      Discounted Rate
       Member                 $600-$750         $540-$675
       Director               $500-$650         $450-$585
       Associate Director     $300-$495         $270-$445.50
       Associate              $225-$300         $202.50-$270
       Administrator          $100-$150         $90-$135

   (b) The payment of fees and expenses shall not be contingent on
       any of the analysis or on the outcome of any litigation or
       other dispute; and

   (c) In addition to the fees, Kinetic Partners will charge
       appropriate out-of-pocket expenses, including travel and
       accommodation, and a general charge to cover general
       expenses such as postage, stationery, photocopying,
       telephone and fax costs that cannot economically be
       recorded in respect of each specific case.  Accordingly,
       Kinetic Partners will charge for such expenses at the rate
       of $5 per chargeable hour incurred.

Geoffrey Varga, member of Kinetic Partners, 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.  He may be
reached at:

     Geoff Varga
     Member, New York & Cayman
     KINETIC PARTNERS
     Corporate recovery & forensic
     Tel: +1 646 867 7833 New York
     Tel: +1 345 623 9900 Cayman
     Email: geoff.varga@kinetic-partners.com

                       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.


SUNCOKE ENERGY: S&P Lowers Rating on Sr. Unsecured Notes to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating to 'B+' from 'BB-' on SunCoke Energy Partners L.P.'s
(SXCP) 7.375% senior unsecured notes due 2020 following the
company's proposed $250 million add-on.  The one-notch downgrade
reflects S&P's revision of the recovery rating on SXCP's unsecured
debt to '5' from '3'.  The '5' recovery rating indicates S&P's
expectation for modest (10% to 30%) recovery in the event of a
payment default.

The lower recovery projection reflects higher debt levels and a
larger revolving credit facility in the capital structure at SXCP,
which in S&P's view will result in lower overall recovery for the
noteholders.  S&P expects the company to use the proceeds from the
incremental debt, along with proceeds from a concurrent public
equity offering, to fund the acquisition from parent company
SunCoke Energy Inc. (SXC) of an additional 33% membership interest
in each of Haverhill and Middletown, including the repayment of
about $260 million of SXC's debt.  SXCP will also repay about $40
million of outstanding borrowings under its own revolving credit
facility.

SXCP is an independent producer of high-grade metallurgical coke.
The 'BB-' corporate credit ratings reflect S&P's view that SXCP
and SXC (which S&P rates on a consolidated basis) have a "weak"
business risk profile and an "aggressive" financial risk profile.
We view liquidity to be adequate.

Ratings List

SunCoke Energy Partners L.P.
Corporate Credit Rating                 BB-/Stable/--

Ratings Lowered
                                         TO           FROM

SunCoke Energy Partners L.P.
7.375% sr unsecured notes due 2020      B+'          BB-
  Recovery Rating                        5            3


TLO LLC: Bankruptcy Court Approves Name Change to "TLFO LLC"
------------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida authorized TLO, LLC to amend its name
to TLFO, LLC.

On Dec. 13, 2013, the Court authorized the Debtor to sell its
assets to TransUnion Holding Co. Inc., which emerged as the winner
at an auction with a bid of $154 million.  The Purchase Agreement
required the Debtor to change its name.

On March 7, 2014, the Articles of Amendment to Articles of
Organization of TLO, LLC were amended to change the name of the
Debtor from TLO, LLC to TLFO, LLC.

On March 24, the name change was filed with the Florida Department
of State Division of Corporations and the Debtor is now known as
TLFO, LLC.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.

TLO, LLC's Amended Plan of Liquidation dated March 7, 2014,
projects that $18 million will be available for equity interest
holders, assuming that the secured claim of Hank Asher, the
Debtor's deceased founder, will be allowed in full.


TLO LLC: Hearing on Ver Ploeg Employment Continued to May 13
------------------------------------------------------------
The Bankruptcy Court continued until May 13, 2014, at 9:30 a.m.,
the hearing to consider TLO, LLC's motion to modify terms of
employment to a contingency fee arrangement.

The hearing was continued from April 1.

As reported in the Troubled Company Reporter on March 31, 2014,
the Debtor requested that the Court amend the order dated July 1,
2013, authorizing the employment of Ver Ploeg & Lumpkin, P.A., as
special counsel in insurance litigation.

The Debtor, in its March 20 application, said that it is the
beneficiary of a $40 million key man life insurance policy on its
founder, Hank Asher, who passed away in January 2013.  The policy
proceeds have not yet been paid and represent a significant asset
of the bankruptcy estate.

The Debtor proposed that the terms of employment of the firm be on
a contingency fee basis going forward from March 3, 2014.  The
Court has previously approved the employment on a general hourly
basis.

The Debtor proposed this fee arrangement:

   a. the fee will be on a contingency basis of 18% of any
      recovery in the contract case;

   b. the fee will be on a contingency basis of 20% if an
      appeal is taken in the contract case;

   c. if any bad faith damages are awarded, the fee will be 40%;

   d. in addition, the Debtor will pay all costs of the
      litigation pursuant to the term of the contingency fee
      agreement.

As of the date of the modification of the fee agreement, the
Debtor said it has been billed $258,000 in fees.  The amount of
$113,000 has been paid to Ver Poleg until January 2014.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.

TLO, LLC's Amended Plan of Liquidation dated March 7, 2014,
projects that $18 million will be available for equity interest
holders, assuming that the secured claim of Hank Asher, the
Debtor's deceased founder, will be allowed in full.


TLO LLC: Technology Investors Urges Approval of Plan
----------------------------------------------------
Secured Creditor Technology Investors, Inc., responded to certain
limited objections filed against TLO LLC's Amended Plan of
Liquidation.  Technology Investors said that, although the
objections raise a number of issues, only one is substantive in
nature.  The others are either technical or wholly without merit.

Technology Investors related that certain objecting equity
interest holders filed objections to the confirmation of the
amended plan.  The objections sought to restructure the Debtor's
corporate governance by altering the Debtor's Operating Agreement,
which they have signed.  The objecting equity interest holders
seek to eliminate, through a plan process, certain existing
agreements they have agreed to and which are made between and
among all non-debtor equity holders of the Debtor.

Technology Investors believes the Amended Plan may be confirmed as
it is currently drafted.

Meanwhile, in an April 24 memorandum of law in support of
confirmation of the Debtor's Amended Plan dated March 7, 2014, the
Debtor said the Plan represents the culmination of a year's
efforts between the Debtor, the Official Committee of Unsecured
Creditors, Technology Investors, and certain equity constituencies
and their respective professionals to provide a fair, equitable
and efficient means of distribution to creditors and Equity
Interest Holders of the funds received by the Debtor from, among
other things, the sale of its assets to TransUnion Risk and
Alternative Data Solutions, Inc.

The Debtor said the Plan satisfies the confirmation requirements
of the Bankruptcy Code, and must be confirmed.

As reported in the Troubled Company Reporter on March 13, 2014,
Judge Paul G. Hyman approved the disclosure statement explaining
TLO LLC's Amended Plan.  The Plan, filed March 7, projects that
$18 million will be available for equity interest holders,
assuming that the secured claim of Hank Asher, the Debtor's
deceased founder, will be allowed in full.  If the secured claim
of TI is not recharacterized, then TI will be entitled to its $89
million claim, including default interest, attorneys' fees and
costs -- the current amount of which is in excess of $91 million
and began accruing interest at the default rate of 6.25% on
January 24, 2014.  The Plan proposes that $16.5 million is used
for full payment of unsecured creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
that the validity of the $91 million secured loan made by TLO's
deceased founder is up in the air as two shareholders, Jules Kroll
and Thomas H. Glover, initiated a lawsuit in bankruptcy court
contending that Asher's claim should be treated as equity.
Together, Kroll and Glover own 11.3 percent of the equity. Kroll
is the founder of Kroll Inc., the investigations firm.

A full-text copy of the March 7 version of the Disclosure
Statement is available for free at:

           http://bankrupt.com/misc/TLOLLCds0307.pdf

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TOOLS INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Tools, Inc.
        P.O. Box 220
        Youngsville, LA 70592

Case No.: 14-50524

Chapter 11 Petition Date: April 29, 2014

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Hon. Robert Summerhays

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  WEINTEIN & ST. GERMAIN
                  1414 NE Evangeline Thruway
                  Lafayette, LA 70501
                  Tel: (337) 235-4001
                  Fax: (337) 235-4020
                  Email: ecf@weinlaw.com

Total Assets: $449,500

Total Liabilities: $1.04 million

The petition was signed by John Mitchell Cobb, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/lawb14-50524.pdf


TOWNCENTER CROSSINGS: Case Summary & 4 Unsecured Creditors
----------------------------------------------------------
Debtor: Towncenter Crossings Retail, LLC
        1590 Island Ln, Ste 28
        Fleming Island, FL 32003

Case No.: 14-02097

Affiliate that filed separate Chapter 11 petition:

  Debtor                         Case No.
  ------                         --------
Towncenter Forum Retail LLC      14-02098

Chapter 11 Petition Date: April 29, 2014

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

Judge: Hon. Jerry A. Funk

Debtor's Counsel: William B McDaniel, Esq.
                  BANKRUPTCY LAW FIRM OF LANSING J ROY, PA
                  1710 Shadowood Lane, Suite 210
                  Jacksonville, FL 32207
                  Tel: 904-391-0030
                  Fax: 904-391-0031
                  Email: court@lansingroy.com

Towncenter Crossings'
Estimated Assets: $500,000 to $1 million

Towncenter Crossings'
Estimated Liabilities: $1 million to $10 million

Towncenter Forum's
Estimated Assets: $1 million to $10 million

Towncenter Forum's
Estimated Liabilities: $1 million to $10 million

The petitions were signed by John W. O'Connor, manager.

A list of Towncenter Crossings' four unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-2097.pdf

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


UTEX INDUSTRIES: S&P Affirms 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on UTEX Industries Inc.  The outlook is
stable.

S&P also assigned its 'B' issue-level rating (same as the
corporate credit rating) to UTEX's $525 million first-lien credit
facility consisting of a $475 million term loan and $50 million
revolving credit facility.  At the same time, S&P assigned its
'CCC+' issue-level rating (two notches lower than the corporate
credit rating) to its $200 million second-lien credit facility.
The recovery rating on the first-lien credit facility is '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
prospects in the event of a payment default.  The recovery rating
on the second-lien credit facility is '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.

"The stable outlook reflects our view that UTEX will continue to
maintain its healthy margins, build on its growth trajectory, and
reduce its total leverage to a run rate level of 6x or below over
the next 12 to 18 months," said Standard & Poor's credit analyst
Vishal Merani.

S&P could lower the ratings if the company's credit measures were
to weaken materially such that its projected debt to EBITDA were
to exceed 7x. Leverage could breach 7x if the company's margins
were to decrease by 5% through the year or if its 2014 revenues
were to remain at 2013 levels.  In such a scenario, S&P would
consider the company's overall ratings and, in particular, the
company's financial position as unfavorable compared with other
'B' rated peers.

A positive rating action is unlikely over the next 12 months given
UTEX's currently high leverage levels, lack of end market
diversity, and modest scale.  For an upgrade, S&P would look for a
change in the financial policy by the sponsor, such that the
company would maintain leverage below 5x over the foreseeable
future in addition to growth and diversification in the company's
core business.


VERMILLION INC: Gets Permit to Open Clinic in Texas
---------------------------------------------------
Vermillion, Inc., has obtained certain permits and has completed
certain other regulatory processes necessary to open a clinical
reference laboratory, ASPiRA LABS, in Austin, Texas.  The
laboratory will offer tests related to gynecologic oncology and
women's health including Vermillion's OVA1 ovarian cancer test.
More information on ASPiRA LABS is available at:

                         www.vermillion.com

                         About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $8.81 million in 2013, a net
loss of $7.14 million in 2012 and a net loss of $17.79 million on
$1.92 million of total revenue during the prior year.  As of
Dec. 31, 2013, the Company had $30.64 million in total assets,
$3.87 million in total liabilities and $26.76 million in total
stockholders' equity.


VERTICAL COMPUTER: Incurs $3.1 Million Net Loss in 2013
-------------------------------------------------------
Vertical Computer Systems Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss applicable to common stockholders of $3.08 million on
$6.05 million of total revenues for the year ended Dec. 31, 2013,
as compared with a net loss applicable to common stockholders of
$2.07 million on $5.47 million of total revenues for the year
ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $1.86 million in total
assets, $17.25 million in total liabilities, $9.90 million in
convertible cumulative preferred stock and a $25.29 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 suffered net losses and has a working capital deficiency,
which raises substantial doubt about its ability to continue as a
going concern.

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

                         http://is.gd/vfkulB

                       About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.


VIGGLE INC: Amends 2.1 Million Common Shares Prospectus
-------------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
an amended Form S-1 registration statement relating to the
offering of 2,127,660 shares of its common stock.

The Company's common stock is currently quoted on the OTCQB
marketplace and trades under the symbol "VGGL."  The last reported
sale price of the Company's common stock on the OTCQB marketplace
on March 25, 2014, was $23.50 per share.  The Company has applied
to list its common stock on the Nasdaq Capital Market and expect
that listing to occur concurrently with the closing of this
offering.

It is a condition to the consummation of this offering that
Sillerman Investment Company II LLC, an entity affiliated with
Robert F.X. Sillerman, the Company's executive chairman, chief
executive officer, director and principal stockholder, purchases
shares of the Company's common stock for at least $5 million in
gross proceeds in this public offering at the public offering
price.  The underwriters will not receive any discounts or
commissions with respect to any shares purchased by Mr. Sillerman
or his affiliates.  As of March 25, 2014, Mr. Sillerman, together
with the other directors, executive officers and affiliates,
beneficially own 7,537,757 of the outstanding shares of the
Company's common stock, representing approximately 80.7 percent of
the voting power of the outstanding shares of the Company's common
stock, after giving effect to the reverse stock split and
recapitalization.

A copy of the Form S-1/A is available for free at:

                        http://is.gd/6PTT9t

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WALKER LAND: Seeks Exclusivity Extension; To File Plan by June 2
----------------------------------------------------------------
Walker Land & Cattle, LLC, asked the Court to extend its exclusive
periods:

   (a) to file a plan of reorganization to September 10, 2014; and

   (b) to solicit acceptances of the plan to November 10, 2014.

Robert J. Maynes, Esq., at Maynes Taggart, PLLC, in Idaho Falls,
Idaho, told the Court that no previous extensions have been
requested.

Mr. Maynes explained that extension is needed because of the
complexity of the case, the holidays falling immediately after the
case was filed, the emergency petition and time required to
prepare the schedules, the number of cash collateral hearings
being continued, and the number of creditors.

The official committee of unsecured creditors did not agree to
length of the extension requested by Walker Land.

According to Bruce K. Medeiros, Esq., at Davidson Backman Medeiros
PLLC, in Spokane, Washington, only limited discussions regarding
the treatment of creditors' claims have occurred. The committee
believes that the lengthy extension would unnecessarily delay the
reorganization process.

In a subsequent agreement by the parties, Walker Land assures the
committee that it will file its proposed disclosure statement and
reorganization plan by June 2, 2014.

Based on this agreement, the committee says that it will not
object to an extension of the plan filing period to June 2, 2014.

Meanwhile, at the Debtor's request, the Bankruptcy Court extends
the time to assume or reject leases to May 12, 2014.  Various
parties have objected to Walker Land's requests to assume several
leases and contracts. Steven L. Taggart, Esq., at Maynes Taggart,
PLLC, in Idaho Falls, Idaho, says that, given these objections,
Walker Land needed more time to decide on the leases.

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.

The Committee is represented by Bruce K. Medeiros, Esq., and Barry
W. Davidson, Esq., at Davidson Backman Medeiros PLLC, in Spokane,
Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.


WALKER LAND: Creditors' Panel Hires Davidson Backman as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Walker Land &
Cattle, LLC seeks authorization from the U.S. Bankruptcy Court for
the District of Idaho to retain Barry W. Davidson and Bruce K.
Medeiros (the "Appointees"), of the law firm Davidson Backman
Medeiros PLLC, as pro hac vice counsel to the Committee.

The specific services of Davidson Backman cannot be fully itemized
at this time.  It is anticipated, however, that Davidson Backman
will assist with necessary services, such as:

   -- analyzing the Debtor's assets and liabilities;

   -- clarifying the corporate structure and ownership of related
      entities;

   -- determination of the valuation of the assets of the Debtor
      and its related entities;

   -- reviewing and determining intercompany claims and insider
      transactions;

   -- analyzing transfer restrictions or limitations associated
      with the Debtor's assets;

   -- evaluating secured creditors' stay relief motions;

   -- considering any plans of reorganization proposed by the
      Debtor or creditors;

   -- challenging confirmation of any plan if it is unacceptable
      to unsecured creditors; and

   -- taking other actions deemed necessary for the protection of
      unsecured creditors herein.

Davidson Backman will be paid at these hourly rates:

       Barry W. Davidson                  $200-$400
       Bruce K. Medeiros                  $200-$400
       Legal Assistants and Paralegals    $90-$125

Davidson Backman will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Mr. Davidson and Mr. Medeiros 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.

Davidson Backman can be reached at:

       Barry W. Davidson, Esq.
       Bruce K. Medeiros, Esq.
       DAVIDSON BACKMAN MEDEIROS PLLC
       1550 Bank of America Financial Center
       601 West Riverside Avenue
       Spokane, WA 99201
       Tel: (509) 624-4600
       Fax: (509) 623-1660
       E-mail: bdavidson@dbm-law.net
               bmedeiros@dbm-law.net

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.


WALKER LAND: Creditors' Panel Taps Davidson Gray as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Walker Land &
Cattle, LLC seeks authorization from the U.S. Bankruptcy Court for
the District of Idaho to retain Monte C. Gray (the "Appointee"),
of the law firm Davidson Gray Law Offices PLLC, counsel to the
Committee, nunc pro tunc to Jan. 28, 2014.

The Committee has selected Mr. Gray as their local counsel,
together with Davidson Backman Medeiros PLLC.

The Committee said the specific services of counsel cannot be
fully itemized at this time.  It is anticipated, however, that the
Appointee will primarily be assisting as local counsel with local
procedures and appearances, if necessary, but the Appointee may
also assist with necessary services, such as:

   -- analyzing the Debtor's assets and liabilities;

   -- clarifying the corporate structure and ownership of related
      entities;

   -- determination of the valuation of the assets of the Debtor
      and its related entities;

   -- reviewing and determining intercompany claims and insider
      transactions;

   -- analyzing transfer restrictions or limitations associated
      with Debtor's assets;

   -- evaluating secured creditors' stay relief motions;

   -- considering any plans of reorganization proposed by the
      Debtor or creditors;

   -- challenging confirmation of any plan if it is unacceptable
      to unsecured creditors; and

   -- taking other actions deemed necessary for the protection of
      unsecured creditors herein.

Davidson Gray will be paid at these hourly rates:

       Monte C. Gray             $180
       Legal Assistants and
       Paralegals                $70

Davidson Gray will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mr. Gray 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.

Davidson Gray can be reached at:

       Monte C. Gray, Esq.
       GRAY LAW OFFICES PLLC
       427 North Main St., Suite L
       P.O. Box 37
       Pocatello, ID 83204
       Tel: (208) 478-1250
       Fax: (888) 900-1610
       E-mail: montegray@cableone.net

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.


WASHINGTON MUTUAL: Trust Announces Distribution of Runoff Notes
---------------------------------------------------------------
WMI Liquidating Trust, formed pursuant to the confirmed Seventh
Amended Joint Plan of Affiliated Debtors under Chapter 11 of the
United States Bankruptcy Code of Washington Mutual, Inc., on
April 29 disclosed that it will make a distribution of
approximately $106 million of Runoff Notes, comprising $81 million
of First Lien Notes and $25 million of Second Lien Notes, in each
case, issued by WMI Holdings Corp., to certain beneficiaries.

In accordance with the priority of payments described in Exhibit H
to the Plan, the Distribution will be allocated to claimants in
"Tranche 4" in the following amounts:  $7 million to holders of
Senior Floating Rate Note Claims; $96 million to holders of PIERS
Claims; and $3 million to holders of General Unsecured Claims.
Outstanding Liquidating Trust Interests will be reduced by $93
million in total in the following amounts: $6 million reduction of
Senior Floating Rate Note LTIs; $84 million reduction of PIERS
LTIs; and $3 million reduction of General Unsecured LTIs.

The Distribution will be initiated by the Liquidating Trust on
Thursday, May 1, 2014.  A large majority of the Runoff Notes will
be distributed to individual beneficiary brokerage accounts;
however, certain of the Runoff Notes will be certificated and sent
to holders who do not maintain a DTC-eligible brokerage account or
to the extent a holder did not provide the Liquidating Trust with
relevant brokerage account information.  A separate "Frequently
Asked Questions" regarding the Distribution will be made available
to beneficiaries shortly after the Distribution.

Additional information regarding the Distribution will be
reflected on the next Quarterly Summary Report for the period
ended March 31, 2014, which will be filed by the Liquidating Trust
with the United States Bankruptcy Court for the District of
Delaware and the U.S. Securities and Exchange Commission on or
about April 30, 2014.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on September 25, 2008, by
U.S. government regulators.  The next day, WaMu and its affiliate,
WMI Investment Corp., filed separate petitions for Chapter 11
relief (Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu
owns 100% of the equity in WMI Investment.


WASHINGTON MUTUAL: Trust Announces Distribution of Runoff Notes
---------------------------------------------------------------
WMI Liquidating Trust, formed pursuant to the confirmed Seventh
Amended Joint Plan of Affiliated Debtors under Chapter 11 of the
United States Bankruptcy Code of Washington Mutual, Inc., on
April 29 disclosed that it will make a distribution of
approximately $106 million of Runoff Notes, comprising $81 million
of First Lien Notes and $25 million of Second Lien Notes, in each
case, issued by WMI Holdings Corp., to certain beneficiaries.

In accordance with the priority of payments described in Exhibit H
to the Plan, the Distribution will be allocated to claimants in
"Tranche 4" in the following amounts:  $7 million to holders of
Senior Floating Rate Note Claims; $96 million to holders of PIERS
Claims; and $3 million to holders of General Unsecured Claims.
Outstanding Liquidating Trust Interests will be reduced by $93
million in total in the following amounts: $6 million reduction of
Senior Floating Rate Note LTIs; $84 million reduction of PIERS
LTIs; and $3 million reduction of General Unsecured LTIs.

The Distribution will be initiated by the Liquidating Trust on
Thursday, May 1, 2014.  A large majority of the Runoff Notes will
be distributed to individual beneficiary brokerage accounts;
however, certain of the Runoff Notes will be certificated and sent
to holders who do not maintain a DTC-eligible brokerage account or
to the extent a holder did not provide the Liquidating Trust with
relevant brokerage account information.  A separate "Frequently
Asked Questions" regarding the Distribution will be made available
to beneficiaries shortly after the Distribution.

Additional information regarding the Distribution will be
reflected on the next Quarterly Summary Report for the period
ended March 31, 2014, which will be filed by the Liquidating Trust
with the United States Bankruptcy Court for the District of
Delaware and the U.S. Securities and Exchange Commission on or
about April 30, 2014.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on September 25, 2008, by
U.S. government regulators.  The next day, WaMu and its affiliate,
WMI Investment Corp., filed separate petitions for Chapter 11
relief (Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu
owns 100% of the equity in WMI Investment.


WASTE INDUSTRIES: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Waste Industries USA, Inc.'s
Corporate Family Rating at B1, Probability of Default Rating at
B1-PD, and revised the ratings outlook to stable from negative as
debt financed acquisitions are going to have a lower impact on
credit metrics than was expected when the outlook was changed to
negative. Acquisition multiples have been lower than expected and
the acquisitions have been paced to allow free cash flow to fund a
portion of the purchase prices. Moody's also affirmed the B1
ratings for the company's existing $515 million secured term loan
and $325 million secured revolving credit facility.

Ratings

  Corporate Family Rating: affirmed B1

  Probability of Default Rating: affirmed B1-PD

  $325 million secured revolving credit facility rated affirmed
  B1/LGD3-45%

  $515 million secured term loan rated affirmed B1/LGD3-45%

Outlook changed to Stable from Negative

Ratings Rationale

Waste Industries B1 CFR rating is supported by the company's solid
competitive position in the municipal solid waste (MSW) industry
in the Southeastern United States, strong EBITDA margins, and good
interest coverage. These factors are offset by the company's
aggressive debt funded growth through capex and acquisitions and
overall modest scale. On an acquisition pro-forma basis, many of
the credit metrics, including adjusted leverage just above 4.5x,
are supportive of the B1 rating and funds from operations to
adjusted debt in the mid teens percent. The rating is constrained
by the company's scale as the roughly $500 million 2013 revenue
and the geographic footprint are meaningfully smaller than the
solid waste companies Moody's rates in the Ba category. Moody's
expects organic revenue growth in 2014 and 2015 to be low single
digit percent as both collection volume and pricing growth remain
very low. Modest margin expansion is anticipated as the company
continues to improve its low internalization rate and cost cutting
measures continue. Free cash flow generation is expected to be
positive in 2014 and 2015 even as acquisitions require debt
financing.

The stable outlook reflects Moody's expectation of the improved
financial profile in the context of a slow growing MSW operating
environment. On a pro-forma basis, credit metrics are expected to
remain in line with their recent levels and free cash flow
positive on a twelve month rolling basis. Revenue increasing close
to $1 billion or expectation for Debt to EBITDA sustained close to
3.0 times with free cash flow to debt approaching 10% could lead
to higher ratings. Pro-forma Leverage sustained at 5.0x or free
cash flow sustained at $0 mm or lower could lead to lower ratings.

Moody's expects the company's liquidity to remain good even as
acquisitions remain debt funded due to the sizable revolver and
expectation for sustained free cash flow.

Waste Industries USA, Inc. ("WI"), headquartered in Raleigh, North
Carolina is a regional provider of solid non-hazardous waste
collection, transfer, disposal, and recycling services to
commercial, industrial and residential customers. Revenues in the
twelve months ending December 31, 2013 were about $502 million.
The company's collection business, concentrated in the
Southeastern U.S., represents the bulk of the company's revenues,
with a significantly lower revenue portion derived from transfer
stations and landfills. Waste Industries is owned by a fund
affiliated with the Macquarie Infrastructure Partners.


WINTHROP REALTY: To Seek Shareholder Approval of Liquidation Plan
-----------------------------------------------------------------
Winthrop Realty Trust on April 29 disclosed that its Board of
Trustees has unanimously adopted a plan of liquidation, the
implementation of which is subject to approval by the holders of a
majority of Winthrop's common shares.  If approved by
shareholders, the plan will provide for an orderly liquidation of
Winthrop's assets.  Winthrop expects that its preliminary proxy
statement with respect to the special meeting of shareholders at
which the approval of the plan will be sought will be filed with
the Securities and Exchange Commission in May with a meeting date
expected to be held by not later than August of this year.

The decision to adopt the plan of liquidation followed a lengthy
process in which Winthrop's Board of Trustees explored numerous
alternatives including continuing under its current or a revised
business plan, acquiring through merger or otherwise the assets of
another real estate company, seeking to dispose of its assets
through a merger or a portfolio sale, and liquidation.  Based on a
number of factors, the Board of Trustees determined that a
liquidation of its assets at this time was in the best interest of
Winthrop's common shareholders.  These factors included: (1) the
relative continued disparity in Winthrop's common share price to
Winthrop's estimated net asset value; (2) the inability to raise
additional capital at prices that are accretive to existing
shareholders; (3) the current strong market for real estate assets
and the annual disposition limitations imposed on REITs for
federal tax purposes which effectively prevent any further sales
this year by Winthrop and generally restrict the number of sales
by a REIT in any taxable year; (4) the resultant diminished flow
of opportunistic investments that satisfy Winthrop's investment
strategy and minimum return parameters; and (5) the price level of
offers and indications of interest received from third parties in
acquiring Winthrop as a whole.

If the plan of liquidation is approved by the common shareholders,
Winthrop will then seek to sell all of its assets with a view
towards completing the liquidation within a two year period.  In
order to comply with applicable tax laws, any assets of Winthrop
not disposed of within such two year period would be transferred
into a liquidating trust and the holders of interests in Winthrop
at such time will be beneficiaries of such liquidating trust.  It
is impossible at this time to determine the ultimate amount of
liquidation proceeds that will actually be distributed to common
shareholders or the timing of such payments but it is estimated
that such amount will not be less than $13.80, the low end of
Winthrop's most recently disclosed net asset value range.  The
determination of net asset value is set forth in Winthrop's
supplement financial reporting information which is available at
Winthrop's website -- http://www.winthropreit.com-- under the
"Investor Relations" tab.

Although Winthrop expects that its common shares will continue to
be traded on the New York Stock Exchange until its assets are
either disposed of or transferred to a liquidating trust, under
New York Stock Exchange rules it is possible that following the
implementation of the plan of liquidation and prior to the
disposition of all of the assets that the common shares could be
delisted.

As required by the terms of Winthrop's Series D Preferred Shares ,
at such time, if at all, as the plan of liquidation is approved by
the common shareholders, dividends on Winthrop's common shares
will be suspended until the $120,500,000 liquidation preference on
Winthrop's Series D Preferred Shares is satisfied.  In addition,
Winthrop currently intends to satisfy (or provide reserves to
satisfy) its 7.75% Senior Notes that have an outstanding balance
of $86,250,000 before resumption of dividends on its common
shares.

As of March 31, 2014, Winthrop held cash and cash equivalents of
$102,512,000.  In addition, Winthrop is currently under contract
to sell two of its properties which, if consummated, would yield
an estimated $41,000,000 of net proceeds prior to the end of the
third quarter of 2014.

The Board of Trustees also approved a share repurchase plan
pursuant to which Winthrop will be permitted to repurchase its
Series D preferred shares and 7.75% Senior Notes due 2022, each at
prices to be determined by the Board of Trustees.  The purchases
of the preferred shares and the Senior Notes will be executed
periodically as market and business conditions warrant on the open
market, in negotiated or block trades, or under a 10b5-1 plan,
which would permit shares to be repurchased when Winthrop might
otherwise be precluded from doing so under insider trading laws.
The share repurchase plan does not obligate Winthrop to repurchase
any dollar amount or number of preferred shares or Senior Notes,
and the timing and amount of any such repurchases under the plan
will depend on market conditions, preferred share or note price,
corporate and regulatory requirements, capital availability and
other factors, such as financial covenants and rating
considerations.  The repurchase plan does not have an expiration
date and may be limited or terminated at any time by the Board of
Trustees without prior notice.

Winthrop's Board of Trustees has reserved the right to terminate
the plan of liquidation at any time prior to its approval by its
common shareholders.

Michael L. Ashner, Winthrop's Chairman and Chief Executive Officer
said, "This decision was one taken after considerable
deliberation. Simply stated, the Board of Trustees believes this
is the best and most efficient means of realizing our underlying
value for our shareholders."

                   About Winthrop Realty Trust

Headquartered in Boston, Massachusetts, Winthrop Realty Trust --
http://www.winthropreit.com-- is a NYSE-listed real estate
investment trust (REIT) focused on acquiring, owning, operating
and investing in real property as well as real estate
collateralized debt and REIT preferred and common stock.


WVSV HOLDINGS: 10K LLC Says Plan Effective Date to Occur by May 6
-----------------------------------------------------------------
Secured Creditor 10K, L.L.C. notified the Bankruptcy Court that
the Effective Date of its First Amended Plan of Reorganization for
WVSV Holdings, L.L.C., is anticipated to occur not later than
May 6, 2014.

The payment to be made by 10K under the terms of the confirmed
Plan dated August 2013, in the amount of $9,922,383 has been fully
funded.

Meanwhile, the Bankruptcy Court has scheduled a status hearing for
May 20, 2014, at 2:00 p.m. to address these matters:

   1) the closing of the transaction by which 10K will acquire
      the Debtor's interest in the 855 acres;

   2) fifth interim application of Michael W. Carmel, Ltd.
      for allowance of compensation and reimbursement of expenses
      for services rendered on behalf of debtor filed on March 18,
      and 10K, LLC's response and reservation of rights thereto;

   3) the application for allowance and payment of broker's
      commission filed on March 25, by Arizona Land Advisors,
      L.L.C. doing business as Land Advisors Organization, and
      10K's objection thereto.

Michael McGrath, Esq., at Mesch, Clark & Rothschild, P.C., on
behalf of creditor 10K, L.L.C. requested that the Court set a
status hearing for the Court and the parties to discuss scheduling
and other issues.

10K said the closing is delayed until an ALTA survey of the
property is issued and documents are obtained from WVSV Holdings,
L.L.C., so that the transfer of the subject 855 acres can be
closed.

All Effective Date payments will be made upon the transaction
closing, which is anticipated to occur when the ALTA survey is
complete and other documents have been obtained.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.


* Simon Ray & Winikka Comments on Energy Future Bankruptcy
----------------------------------------------------------
The veteran bankruptcy attorneys at Dallas' Simon Ray & Winikka
LLP have authored an insightful commentary about what creditors
can expect in the now-filed Chapter 11 bankruptcy by Energy Future
Holdings Corp. (EFH). "Energy Future Holdings Creditors: What to
Expect", appears in the online legal newspaper The Texas Lawbook.

In the article published April 28, one day before EFH filed for
bankruptcy protection, attorneys Daniel P. Winikka and Craig F.
Simon describe the long-awaited filing from Dallas-based EFH and
what the company's creditors can expect from the process.
Mr. Winikka and Mr. Simon have worked on some of the nation's
largest corporate bankruptcies, including the Chapter 11
restructurings for SemCrude, Kaiser Aluminum, Lyondell, Kmart and
many others.

EFH currently faces approximately $40 billion in debt.  The
company's Chapter 11 is pending in the U.S. Bankruptcy Court for
the District of Delaware before Judge Christopher S. Sontchi.
Mr. Winikka, who has practiced before Judge Sontchi in other
bankruptcy cases, notes that one threshold issue is whether the
EFH case will remain in Delaware or be transferred to Dallas given
that the trustee of certain EFH bonds already has objected to the
Delaware venue based on the company's headquarters, operations and
employees being located in Dallas.

"Although the Delaware courts are well known for their expertise
in giant corporate restructurings, we also have a sophisticated
bankruptcy bench in the Northern District of Texas" Mr. Winikka
says.  "Judge Sontchi has the discretion to transfer the case if
he concludes doing so would be in the interests of justice or for
the convenience of the parties."

The Texas Lawbook article describes the types of EFH creditors who
may be able to get their claims paid quickly, and how those claims
are likely to proceed through the bankruptcy process.  Also noted
is the possibility that some creditors may sell their claims
against EFH, a common practice that can help creditors recoup a
portion of their claims before the final bankruptcy plan is
approved.

Previously practicing as partners in one of the largest, most
prominent law firms in the world, the founding partners formed
Simon Ray & Winikka LLP to create a top-tier law firm that
provides real value to -- and partners with -- its clients.


* Vancouver to Sell Bankrupt Olympic Village for C$91 million
-------------------------------------------------------------
DBR Small Cap, citing Canada's Globe and Mail, reported that the
city of Vancouver has signed the paperwork to conclude one of the
sorriest episodes in its history. And in the end, the most polite
thing that can be said about the Olympic Village imbroglio is that
it didn't turn out to be quite the financial bath predicted.

According to the report, Mayor Gregor Robertson announced that the
city had paid down the C$690 million debt it inherited when it had
to take over the troubled project from its bankrupt developers.
Beyond that, the city was able to recoup an additional $70
million. What the mayor's press release didn't mention was the
C$170 million that the original builder, Millennium Development
Group, agreed to pay for the site of the condominium complex --
but never did.


* Fitch Completes Review of 7 Business Development Companies
------------------------------------------------------------
Fitch Ratings has completed a peer review of seven rated Business
Development Companies (BDCs) in concert with its publication of an
industry report, titled 'Business Development Companies - A
Comparative Analysis: 2013', which is available on Fitch's
website.

Based on this review, Fitch has affirmed the long-term IDRs of
American Capital, Ltd. (ACAS), Apollo Investment Corporation
(Apollo), Ares Capital Corporation (Ares), BlackRock Kelso Capital
Corporation (BKCC), Fifth Street Finance Corp. (FSC), PennantPark
Investment Corporation (PNNT), and Solar Capital, Ltd (Solar).
The long-term Issuer Default Ratings (IDRs) of the affirmed BDCs
are in the 'BBB' rating category, with the exception of ACAS,
which has a long-term IDR of 'BB-'.

The Rating Outlook for BKCC has been revised to Negative from
Stable. The Rating Outlook for Ares has been maintained at
Positive, while the Rating Outlooks for the remaining BDCs are
Stable. Additionally, Fitch has upgraded Apollo's senior unsecured
debt rating to 'BBB', which is equalized with its IDR.

The rating affirmations of the BDCs reflect relative stability in
core operating performance, strong asset quality metrics, improved
funding flexibility, increased dividend coverage, and the
maintenance of leverage levels at-or-below management's targeted
range. Portfolio growth for the rated universe has been mixed.
Several BDCs have reported outsized portfolio growth related to
strong deal flow, while others have reported modest growth given
management conservatism in the competitive market environment.
Fitch remains cautious of outsized portfolio growth in the current
credit environment.  Vintage concentrations in the portfolio could
yield asset quality deterioration down the road, and thus, weaker
dividend coverage in the future.

Despite the affirmations, Fitch sees a number of emerging industry
challenges that could pressure ratings, or at least increase
rating differentiation amongst BDCs over a longer term horizon.
These challenges include a potential increase in regulatory
leverage limits, increased competition, reduced dividend coverage,
expansion beyond core underwriting competencies and reduced equity
liquidity, among others.

BDCs, in general, remain focused on senior positions in the
capital structure, particularly as competition has increased,
underlying portfolio company leverage has ticked-up, and risk-
adjusted returns have declined, particularly in the upper-end of
the middle market.  As a result, Fitch is expecting a continuation
of measured portfolio growth in 2014, barring a meaningful market
correction.

Modest valuation volatility remains, but quarterly movements have
trended positively for the majority of the peer group given the
impact of broader economic improvements on underlying portfolio
companies. Most BDCs in the peer group experienced unrealized
appreciation in 2013.  On average, investment portfolios were
marked 0.88% above their cost basis at Dec. 31, 2013, compared to
2.17% below cost at Dec. 31, 2012.

Net realized losses on portfolio investments have declined
significantly as most BDCs have already restructured troubled
vintage positions, dealt with non-accruals, or exited
underperforming investments in an effort to redeploy proceeds into
higher-yielding securities.  Aggregate portfolio losses declined
to $218.4 million in fiscal 2013, compared to $497 million in
fiscal 2012.  Over time, Fitch does not expect realized gains and
losses to be a meaningful component of net income, given a broader
focus on secured debt investments, declines in portfolio equity
holdings, and improvements in asset quality. Still, opportunistic
portfolio equity purchases could increase quarterly realized
gain/loss volatility.

Funding flexibility continues to improve. All BDCs in the peer
group have accessed the unsecured debt markets, via the issuance
of convertible notes and/or retail notes, at least once in the
past two years.  Additionally, the institutional debt market
appears to have re-opened, with both Ares and FSC issuing
unsecured notes in recent months. Ares issued $600 million of
five-year notes with a 4.875% coupon in November 2013, then two
months later, reopened the deal for a $150 million add-on, at a
premium.  FSC issued a five-year, $250 million offering with a
coupon of 4.875% in February 2014.

In 2013, unsecured issuance amounted to $1.6 billion across six
rated BDCs, compared to $1.7 billion of unsecured issuance across
four rated issuers in 2012. Fitch believes increased unsecured
debt issuance diversifies BDCs' funding sources and adds
additional financial flexibility.  Successful access to the
unsecured debt markets and the ability to refinance bank
facilities has allowed BDCs to push out debt maturities. None of
the BDCs in the peer group have maturities in 2014, but maturities
in 2015 amount to $229.5 million, based on data as of Dec. 31,
2013; which Fitch expects to be refinanced with new issuances or
revolver borrowings.

Broad improvements in net asset values (NAVs) supported equity
price appreciation in 2013, which allowed many BDCs to access the
equity markets for growth capital during the year.  On a calendar
year basis, equity issuance in 2013 was up 12.9%, to $1.5 billion.

Calendar year 2014 for the Fitch-rated group was off to a slower
start compared to 2013, with approximately $104.3 million of
equity raised by Apollo in the first quarter, compared to over
$648.2 million of equity issuance by the group in the first
quarter of 2013 (1Q'13).  Equity issuance during 1Q'14 was likely
impacted by Standard & Poors and Russell's decision to remove BDCs
from their equity indices, which drove down share prices. Fitch
does not expect the delisting to impact issuance longer term, but
the decision is expected to weigh on share prices until the
Russell removal is complete in June 2014.

Leverage levels remained relatively stable in 2013 compared to
2012 given numerous equity raises during the year and high
portfolio repayment volumes.  The average leverage ratio at Dec.
31, 2013, was 0.54 times (x), which compares to internal
management targets in the 0.6x-0.8x range.  Fitch believes
leverage levels could rise in 2014 as BDCs seek to maintain NII
and dividend payments in the face on declining asset yields.
Increased leverage levels could be driven further by the exclusion
of BDCs from equity indices which will increase the cost of
raising equity capital.

Portfolio concentrations were relatively flat during 2013, as
leverage levels remained stable.  Top 10 investments, on average,
accounted for 35.6% of BDC assets and 56.7% of BDC equity at Dec.
31, 2013.  If Fitch adjusted for ACAS' investment in American
Capital Assets Management, LLC and European Capital Limited, Ares'
investment in the Senior Secured Loan Fund LLC, FSC's investment
in Healthcare Finance Group, LLC, and Solar's investment in
Crystal Financial, each of which is itself a diversified portfolio
of loans, average concentrations for the peer group were 31.2% of
assets and 50.4% of equity.  Fitch believes portfolio diversity is
critical, as the underperformance of one or more large investments
can have an outsized impact on leverage.  BDCs with higher
portfolio concentrations are expected to manage leverage more
conservatively, all else equal.

FSC and Solar cut their dividends during 2013 in an effort to
align their dividends with NII expectations, which Fitch views as
prudent.  FSC's cut reflected yield pressure on the asset side.
Solar's cut was related to the sale of two of its largest
investments, DSW and MidCap.  The sales are expected to impact NII
generation until proceeds could be deployed into attractive risk-
adjusted return opportunities.  While reduced asset yields
challenged BDC earnings in 2013, NII coverage of dividends was
relatively strong.  NII coverage averaged 95.9% in fiscal 2013,
which was down slightly compared to 2012 due to larger equity
bases. Cash income coverage remains somewhat weaker due to the
accrual of paid-in-kind interest and non-cash dividends.  Fitch
views core cash earnings coverage at or near 100% on a consistent
basis favorably.


* Peter Andrews & Craig Springer Launches New Securities Law Firm
------------------------------------------------------------------
Attorneys Peter B. Andrews and Craig J. Springer are pleased to
announce the formation of their new law firm, Andrews & Springer
LLC.  The new law firm will focus on representing shareholders who
have suffered losses due to securities fraud, corporate misconduct
or breach of fiduciary duty.  Mr. Andrews and Mr. Springer
formerly defended some of the largest financial institutions and
brokerage firms on Wall Street, which forms the basis of the
Firm's innovative approach to litigating cases.

Recruited for his securities industry experience, Mr. Andrews
spent eight and a half years at the national litigation boutique
law firm of Grant & Eisenhofer, P.A. where he represented
institutional investors and individuals in various complex
commercial actions, including securities fraud class actions,
derivative suits and M&A litigation.  During his employment,
Mr. Andrews also gained experience in a wide variety of litigation
matters outside of the securities industry such as qui tam
("whistleblower") litigation, Fair Labor Standards Act ("FLSA")
collective actions, and consumer protection cases.  While at Grant
& Eisenhofer, Mr. Andrews participated in many notable and high
profile cases, including Tyco and Enron, and also achieved
monetary recoveries for stockholders in such matters as the Atlas
Energy Resources, LLC Unitholder Litigation, and Rahl v. Flag
Telecom, Inc.

Mr. Springer began his legal career clerking for Judge Kevin Gross
(now Chief Judge) in the United States Bankruptcy Court for the
District of Delaware.  After his clerkship, Mr. Springer became an
associate attorney in the commercial and corporate litigation
department of a mid-sized law firm in New York City.  While
practicing in New York, Mr. Springer defended large financial
institutions and hedge funds such as Deutsche Bank AG and Credit
Suisse in high-stakes commercial litigation and FINRA matters.
Mr. Springer was also an associate attorney at a reputable
Delaware boutique litigation law firm. During his practice in
Delaware, Mr. Springer assisted in the prosecution of a large
nation-wide class action against a major insurance company.

Andrews & Springer has opened their office at 3801 Kennett Pike,
Building C, Suite 305, Wilmington, DE 19807.

For more information about the Firm or to join a case the Firm is
currently investigating, please call toll free at 1-800-423-6013
or visit the Firm's website at http://www.andrewsspringer.com


* WWR Selects Scott D. Fink as New Bankruptcy Business Unit Leader
------------------------------------------------------------------
Weltman, Weinberg & Reis Co., LPA announced the selection of Scott
D. Fink as the new Business Unit Leader of WWR's Bankruptcy
Practice Group. Scott has been an attorney for more than 17 years,
handling bankruptcy matters with WWR for more than 9 years.

Scott Weltman, Managing Partner of WWR, said "We're proud to
welcome Scott to our leadership team.  During his career with WWR,
Scott has demonstrated a deep commitment to providing the highest
level of bankruptcy representation and customer service to our
clients.  His extensive experience and legal knowledge make this
an exciting next step for Scott and the firm."

"I am very excited to move onto the next phase of my career as a
business unit leader of WWR.  I am grateful for the confidence the
management of the firm and my partners have in me to give me this
tremendous opportunity.  I am committed to continued growth and
customer service excellence for the bankruptcy team and the firm,"
said Scott Fink.

Scott D. Fink is the Managing Partner of the Bankruptcy Practice
Group who handles consumer and commercial bankruptcy matters.  He
is also involved in the firm's Real Estate Default Group.  Based
in the Brooklyn Heights office, Scott's responsibilities include
managing the attorneys and employees in his unit, creating
innovating bankruptcy programs for clients and marketing.  He
earned his B.A. in Political Science from Miami University in 1993
and his J.D. from Case Western Reserve University School of Law in
1997.  A member of the Ohio State and Cleveland Metropolitan Bar
Associations, Scott is licensed in Ohio and is admitted to
practice before the U.S. District Court (Northern and Southern
Districts of Ohio).  He is a Martindale-Hubbell AV Preeminent Peer
Review Rated Attorney and was selected for inclusion in the 2010
Ohio Rising Stars list.  Scott can be reached at 216-739-5644 or
by email at sfink@weltman.com.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Parviz Servatjoo
   Bankr. C.D. Cal. Case No. 14-12123
      Chapter 11 Petition filed April 23, 2014

In re Harbor Rose Lodge Corporation
   Bankr. C.D. Cal. Case No. 14-17800
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/cacb14-17800.pdf
         Filed Pro Se

In re Parviz Servatjoo
   Bankr. C.D. Cal. Case No. 14-17818
      Chapter 11 Petition filed April 23, 2014

In re Tri-Tech Transport, LLC
   Bankr. D. Conn. Case No. 14-30778
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/ctb14-30778.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN
                         E-mail: ressmul@yahoo.com

In re SLC Realty, LLC
   Bankr. S.D. Fla. Case No. 14-19206
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/flsb14-19206.pdf
         represented by: Steven E Wallace
                         THE WALLACE LAW GROUP, P.L.
                         E-mail: wallacelaw1@me.com

In re Steel Gym Ft. Lauderdale, LLC
   Bankr. S.D. Fla. Case No. 14-19219
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/flsb14-19219.pdf
         represented by: George Castrataro, Esq.
                       THE LAW OFFICES OF GEORGE CASTRATARO, P.A.
                         E-mail: george@lawgc.com

In re David Hardware, Ltd
dba David's Truevalue Hardware
   Bankr. W.D. La. Case No. 14-50494
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/lawb14-50494.pdf
         represented by: William C. Vidrine, Esq.
                         VIDRINE & VIDRINE
                         E-mail: williamv@vidrinelaw.com


In re Paul Ciaglo
   Bankr. D. Mass. Case No. 14-30416
      Chapter 11 Petition filed April 23, 2014

In re LeMoine Enterprises, LLC
   Bankr. D. Mass. Case No. 14-40831
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/mab14-40831.pdf
         represented by: James P. Ehrhard, Esq.
                         EHRHARD & ASSOCIATES, P.C.
                         E-mail: ehrhard@ehrhardlaw.com

In re Todd Bradley
   Bankr. D. Nev. Case No. 14-12797
      Chapter 11 Petition filed April 23, 2014

In re Richard Lutz
   Bankr. D.N.J. Case No. 14-17971
      Chapter 11 Petition filed April 23, 2014

In re 940 East Grand Corp.
   Bankr. D.N.J. Case No. 14-17984
     Chapter 11 Petition filed April 23, 2014
         Filed Pro Se

In re Excel Popular, Inc.
   Bankr. D.N.J. Case No. 14-17999
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/njb14-17999.pdf
         represented by: Chong S. Kim, Esq.
                         LAW OFFICES OF CHONG S. KIM
                         E-mail: phillyoffice@gmail.com

In re Final Touch Auto Body, LLC
   Bankr. D.N.J. Case No. 14-18051
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/njb14-18051.pdf
         represented by: Robert J. Stack, Esq.
                         ROBERT J. STACK, LLC
                         E-mail: robstackbankruptcy@yahoo.com

In re JSP Life Agency, Inc.
   Bankr. S.D.N.Y. Case No. 14-11182
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/nysb14-11182.pdf
         represented by: Julio E. Portilla, Esq.
                         LAW OFFICE OF JULIO E. PORTILLA, P.C.
                         E-mail: jp@julioportillalaw.com

In re Michael Singletary
   Bankr. E.D.N.C. Case No. 14-02312
      Chapter 11 Petition filed April 23, 2014

In re Michael Noonan
   Bankr. D. Ore. Case No. 14-61510
      Chapter 11 Petition filed April 23, 2014

In re Pezantes, Inc.
   Bankr. W.D. Pa. Case No. 14-70274
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/pawb14-70274.pdf
         represented by: Michael N. Vaporis, Esq.
                         LAW OFFICE OF MICHAEL N. VAPORIS
                         E-mail: mvaporis@comcast.net

In re Hector Colon Ramos
   Bankr. D.P.R. Case No. 14-03218
      Chapter 11 Petition filed April 23, 2014

In re A Better House, Inc.
dba A Better Building
   Bankr. M.D. Tenn. Case No. 14-03259
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/tnmb3-14-03259.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Boru Ballston, Inc.
   Bankr. E.D. Va. Case No. 14-11511
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/vaeb14-11511.pdf
         represented by: Weon Geun Kim, Esq.
                         WEON G. KIM LAW OFFICE
                         E-mail: jkkchadol99@gmail.com

In re LeMatin De Paris, Inc.
   Bankr. E.D. Va.  Case No. 14-11521
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/vaeb14-11521.pdf
         represented by: Ann E. Schmitt, Esq.
                         CULBERT & SCHMITT, PLLC
                         E-mail: aschmitt@culbert-schmitt.com

In re EAM Enterprises, LLC
aka Roadrunner RV Repair & Supplies
   Bankr. E.D. Wash. Case No. 14-01521
     Chapter 11 Petition filed April 23, 2014
         See http://bankrupt.com/misc/waeb14-01521.pdf
         represented by: Dan ORourke, Esq.
                         SOUTHWELL & OROURKE
                         E-mail: dorourke@southwellorourke.com

In re Daniel Marks
   Bankr. W.D. Wis. Case No. 14-11780
      Chapter 11 Petition filed April 23, 2014

In re Christopher Hamilton
   Bankr. S.D. Cal. Case No. 14-03142
      Chapter 11 Petition filed April 24, 2014

In re Rocky Mountain Hydro-Seeding, LLC
dba Fort Collins Hydro-Seed
   Bankr. D. Colo. Case No. 14-15419
     Chapter 11 Petition filed April 24, 2014
         See http://bankrupt.com/misc/cob14-15419.pdf
         represented by: Laurie Stirman, Esq.
                         STIRMAN LAW OFFICE, LLC
                         E-mail: laurie@stirmanlawoffice.com

In re Brushy Fork, LLC
   Bankr. M.D. Fla. Case No. 14-01980
     Chapter 11 Petition filed April 24, 2014
         See http://bankrupt.com/misc/flmb14-01980.pdf
         represented by: Robert W. Elrod, Jr., Esq.
                         ROBERT W. ELROD, P.A.
                         E-mail: rwelrod2@aol.com

In re Marilyn G. Lewis
   Bankr. M.D. Fla. Case No. 14-04534
     Chapter 11 Petition filed April 24, 2014
         See http://bankrupt.com/misc/flmb14-04534.pdf
         represented by: Suzy Tate, Esq.
                         SUZY TATE, P.A.
                         E-mail: suzy@suzytate.com

In re Marilyn Lewis
   Bankr. M.D. Fla. Case No. 14-04534
      Chapter 11 Petition filed April 24, 2014

In re Academy of Achievers, LLC
   Bankr. M.D. Fla. Case No. 14-04537
     Chapter 11 Petition filed April 24, 2014
         See http://bankrupt.com/misc/flmb14-04537.pdf
         represented by: Suzy Tate, Esq.
                         SUZY TATE, P.A.
                         E-mail: suzy@suzytate.com

In re Fun Factory Pre School Center, Inc.
   Bankr. M.D. Fla. Case No. 14-04538
     Chapter 11 Petition filed April 24, 2014
         See http://bankrupt.com/misc/flmb14-04538.pdf
         represented by: Suzy Tate, Esq.
                         SUZY TATE, P.A.
                         E-mail: suzy@suzytate.com

In re Liisa Rautio-Crall
   Bankr. D. Maine Case No. 14-20296
      Chapter 11 Petition filed April 24, 2014

In re Upper Fells Point Properties, Inc
   Bankr. D. Md. Case No. 14-16568
     Chapter 11 Petition filed April 24, 2014
         See  http://bankrupt.com/misc/mdb14-16568.pdf
         Filed Pro Se

In re Norbert Graetz
   Bankr. D.N.J. Case No. 14-18072
      Chapter 11 Petition filed April 24, 2014

In re CRT Support Corp.
   Bankr. D.N.J. Case No. 14-18113
     Chapter 11 Petition filed April 24, 2014
         See http://bankrupt.com/misc/njb14-18113.pdf
         represented by: Robert C. Nisenson, Esq.
                         ROBERT C. NISENSON, LLC
                         E-mail: rnisenson@aol.com

In re Adam Harris
   Bankr. M.D. Tenn. Case No. 14-03271
      Chapter 11 Petition filed April 24, 2014

In re Memphis 2003, LLC
   Bankr. W.D. Tenn. Case No. 14-24305
     Chapter 11 Petition filed April 24, 2014
         See http://bankrupt.com/misc/tnwb14-24305.pdf
         represented by: Curtis D. Johnson, Jr., Esq.
                         LAW OFFICE OF JOHNSON AND BROWN, P.C.
                         E-mail: johnson775756@gmail.com

In re Chester Dorsey Auto Salons, Inc.
   Bankr. W.D. Wash. Case No. 14-13143
     Chapter 11 Petition filed April 24, 2014
         See http://bankrupt.com/misc/wawb14-13143.pdf
         Filed Pro Se

In re Yvonne Torrey
   Bankr. W.D. Wash. Case No. 14-13153
      Chapter 11 Petition filed April 24, 2014

In re Kelli Camp
   Bankr. C.D. Cal. Case No. 14-12157
      Chapter 11 Petition filed April 25, 2014

In re Annette Kart-Ulmer
   Bankr. C.D. Cal. Case No. 14-18029
      Chapter 11 Petition filed April 25, 2014

In re Willie Weeks
   Bankr. S.D. Ill. Case No. 14-30683
      Chapter 11 Petition filed April 25, 2014

In re F & F Transport, Inc.
   Bankr. N.D. Ill. Case No. 14-15662
     Chapter 11 Petition filed April 25, 2014
         See http://bankrupt.com/misc/ilnb14-15662.pdf
         represented by: Ben L. Schneider, Esq.
                         SCHNEIDER & STONE
                         E-mail: ben@windycitylawgroup.com

In re ICT Services and Repair Center, Inc.
   Bankr. N.D. Ill. Case No. 14-15666
     Chapter 11 Petition filed April 25, 2014
         See http://bankrupt.com/misc/ilnb14-15666.pdf
         represented by: Ben L. Schneider, Esq.
                         SCHNEIDER & STONE
                         E-mail: ben@windycitylawgroup.com

In re Judy Yu
   Bankr. D. Md. Case No. 14-16718
      Chapter 11 Petition filed April 25, 2014

In re Hector Burgos
   Bankr. D. Mass. Case No. 14-11876
      Chapter 11 Petition filed April 25, 2014

In re Michael Massey
   Bankr. N.D. Miss. Case No. 14-11618
      Chapter 11 Petition filed April 25, 2014

In re Chipichape Colombian Bakery, Inc.
   Bankr. E.D.N.Y. Case No. 14-42028
     Chapter 11 Petition filed April 25, 2014
         See http://bankrupt.com/misc/nyeb14-42028.pdf
         represented by: John Weber, Esq.
                         JOHN WEBER AND ASSOCIATES P.C.
                         E-mail: jweberatty@aol.com

In re SVB Fitness Inc.
        dba Finest Fitness Health and Sports Club
   Bankr. E.D.N.Y. Case No. 14-71880
     Chapter 11 Petition filed April 25, 2014
         See http://bankrupt.com/misc/nyeb14-71880.pdf
         represented by: John H. Hall, Jr., Esq.
                         PRYOR & MANDELUP, LLP
                         E-mail: jh@pryormandelup.com

In re Sopko Contracting, Inc.
   Bankr. W.D. Pa. Case No. 14-21702
     Chapter 11 Petition filed April 25, 2014
         See http://bankrupt.com/misc/pawb14-21702.pdf
         represented by: Donald R. Calaiaro, Esq.
                         CALAIARO VALENCIK
                         E-mail: dcalaiaro@calaiarocorbett.com

In re Boulder Glen, LLC
   Bankr. W.D. Wash. Case No. 14-13235
     Chapter 11 Petition filed April 25, 2014
         Filed Pro Se

In re John Vassilagoris
   Bankr. M.D. Fla. Case No. 14-04716
      Chapter 11 Petition filed April 28, 2014

In re Tymber Skan on the Lake Homeowners Assoc., Section One, Inc.
   Bankr. M.D. Fla. Case No. 14-04866
     Chapter 11 Petition filed April 28, 2014
         See http://bankrupt.com/misc/flmb14-04866.pdf
         represented by: Shannon Marie Charles, Esq.
                         HARRISON BERRY, P.A.
                         E-mail: scharles@charlesmaynardlaw.com

In re Tymber Skan on the Lake Homeowners Association,
Section Three, Inc.
   Bankr. M.D. Fla. Case No. 14-04869
     Chapter 11 Petition filed April 28, 2014
         See http://bankrupt.com/misc/flmb14-04869.pdf
         represented by: Shannon Marie Charles, Esq.
                         HARRISON BERRY, P.A.
                         E-mail: scharles@charlesmaynardlaw.com

In re Meh Montego 1, LLC
   Bankr. S.D. Fla. Case No. 14-19598
     Chapter 11 Petition filed April 28, 2014
         See http://bankrupt.com/misc/flsb14-19598.pdf
         Filed Pro Se

In re Steven Smoke
   Bankr. S.D. Fla. Case No. 14-19671
      Chapter 11 Petition filed April 28, 2014

In re DFS 1 Enterprises, Inc.
        dba Quality Rentals
   Bankr. N.D. Ga. Case No. 14-58226
     Chapter 11 Petition filed April 28, 2014
         See http://bankrupt.com/misc/ganb14-58226.pdf
         represented by: Cameron M. McCord, Esq.
                         JONES & WALDEN, LLC
                         E-mail: cmccord@joneswalden.com

In re ICT Leasing and Truck Sales, Inc.
   Bankr. N.D. Ill. Case No. 14-15733
     Chapter 11 Petition filed April 28, 2014
         See http://bankrupt.com/misc/ilnb14-15733.pdf
         represented by: Ben L. Schneider, Esq.
                         SCHNEIDER & STONE
                         E-mail: ben@windycitylawgroup.com

In re ICT Logistics, Inc.
   Bankr. N.D. Ill. Case No. 14-15734
     Chapter 11 Petition filed April 28, 2014
         See http://bankrupt.com/misc/ilnb14-15734.pdf
         represented by: Ben L. Schneider, Esq.
                         SCHNEIDER & STONE
                         E-mail: ben@windycitylawgroup.com

In re ICT Real Estate, Inc.
   Bankr. N.D. Ill. Case No. 14-15735
     Chapter 11 Petition filed April 28, 2014
         See http://bankrupt.com/misc/ilnb14-15735.pdf
         represented by: Ben L. Schneider, Esq.
                         SCHNEIDER & STONE
                         E-mail: ben@windycitylawgroup.com

In re Soon Hee Pak
   Bankr. N.D. Ill. Case No. 14-15737
      Chapter 11 Petition filed April 28, 2014

In re Alfredo Hernandez
   Bankr. D. Nev. Case No. 14-12928
      Chapter 11 Petition filed April 28, 2014

In re Gary Wayne LaRue
   Bankr. E.D. Okla. Case No. 14-80430
      Chapter 11 Petition filed April 28, 2014

In re Gary Wayne LaRue
   Bankr. E.D. Okla. Case No. 14-80430
     Chapter 11 Petition filed April 28, 2014
         See http://bankrupt.com/misc/okeb14-80430.pdf
         represented by: Herbert C. Southern, Esq.
                         SOUTHERN LAW FRIM
                         E-mail: HCSouthern@gmail.com

In re Thomas Higgins
   Bankr. D. Ore. Case No. 14-32448
      Chapter 11 Petition filed April 28, 2014

In re Academia Del Parque, Inc.
   Bankr. D.P.R. Case No. 14-03361
     Chapter 11 Petition filed April 28, 2014
         See http://bankrupt.com/misc/prb14-03361.pdf
         represented by: Luis Manuel Rodriguez Vazquez, Esq.
                         LUIS M. RODRIGUEQ LAW OFFICE
                         E-mail: rodriguezesq@gmail.com

In re Consignment World, Inc.
   Bankr. N.D. Ala. Case No. 14-01688
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/alnb14-01688.pdf
         represented by: C. Taylor Crockett, Esq.
                         C. TAYLOR CROCKETT, P.C.
                         E-mail: taylor@taylorcrockett.com

In re FLCA
   Bankr. E.D. Cal. Case No. 14-24376
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/caeb14-24376.pdf
         Filed Pro Se

In re ABF Limited Partnership
   Bankr. E.D. Cal. Case No. 14-24379
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/caeb14-24379.pdf
         Filed Pro Se

In re Keevey Inc.
   Bankr. M.D. Fla. Case No. 14-04929
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/flmb14-04929.pdf
         represented by: Shannon Marie Charles, Esq.
                         HARRISON BERRY, P.A.
                         E-mail: scharles@charlesmaynardlaw.com

In re Dime Properties, LLC
   Bankr. D. Md. Case No. 14-16878
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/mdb14-16878.pdf
         represented by: Ronald J. Drescher, Esq.
                         DRESCHER & ASSOCIATES
                         E-mail: ecfdrescherlaw@gmail.com

In re Le-Lu Ornamental Iron Shop, Inc.
   Bankr. E.D. Mo. Case No. 14-43448
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/moeb14-43448.pdf
         represented by: John Talbot Sant, Jr., Esq.
                         AFFINITY LAW GROUP
                         E-mail: tsant@affinitylawgrp.com

In re Arcon Development
   Bankr. D.N.J. Case No. 14-18450
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/njb14-18450.pdf
         represented by: David M. Meth, Esq.
                         OFFICE OF DAVID M. METH, ESQ.
                         E-mail: david@methnjlaw.com

In re Steven Howard
   Bankr. D. N.M. Case No. 14-11297
      Chapter 11 Petition filed April 29, 2014

In re Wagonwheel Campground and Cottages, Inc.
   Bankr. S.D.N.Y. Case No. 14-35880
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/nysb14-35880.pdf
         represented by: Thomas Genova, Esq.
                         GENOVA & MALIN, ATTORNEYS
                         E-mail: genmallaw@optonline.net

In re M&W Construction & Contracting, LLC
   Bankr. W.D. Okla. Case No. 14-11792
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/okwb14-11792.pdf
         represented by: O. Clifton Gooding, Esq.
                         THE GOODING LAW FIRM
                         E-mail: cgooding@goodingfirm.com

In re Quartermaster GF, Inc.
   Bankr. D.P.R. Case No. 14-03392
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/prb14-03392.pdf
         represented by: Luis Roberto Santos Baez, Esq.
                         SANTOS/BAEZ
                         E-mail: lsantos19@yahoo.com

In re Carlos Declet Jimenez
   Bankr. D.P.R. Case No. 14-03403
      Chapter 11 Petition filed April 29, 2014

In re Richard Sykes
   Bankr. E.D. Va. Case No. 14-71570
      Chapter 11 Petition filed April 29, 2014

In re Orchard Place Association, Inc.
   Bankr. W.D. Va. Case No. 14-50477
     Chapter 11 Petition filed April 29, 2014
         See http://bankrupt.com/misc/vawb14-50477.pdf
         represented by: Andrew S Goldstein, Esq.
                         MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
                         E-mail: agoldstein@mglspc.com



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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