TCR_Public/140505.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, May 5, 2014, Vol. 18, No. 123


                            Headlines

100 MANCHESTER: Case Summary & 2 Unsecured Creditors
24 HOUR HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
571 PASEO MIRAMAR: Voluntary Chapter 11 Case Summary
A & S CRUISELINES: Voluntary Chapter 11 Case Summary
ADVANCEPIERRE FOODS: Moody's Lowers Corp. Family Rating to 'B3'

AFFINION GROUP: S&P Lowers CCR to 'CC' on Exchange Offer
AGFEED USA: Seeks June Extension of Plan Exclusivity Period
ALLIANT TECHSYSTEMS: Fitch Affirms 'BB+' Issuer Default Rating
ALTA BICYCLE: New York's Bike-Share Wobbles on Path to Prosperity
ALTAGAS LTD: AIJVLP Continues to Work with Parties on CCAA

AMERICAN BANCORP: Involuntary Chapter 11 Case Summary
API HEAT: Moody's Cuts CFR to 'B3' & Rates Sr. Secured Debt 'B1'
APTELM LLC: Voluntary Chapter 11 Case Summary
ASR-FOUNTAINVIEW PLACE: $17M Property Sale OK'd In Ch. 11
AUSTIN CONVENTION: S&P Raises Rating on $165MM Bonds From 'BB+'

BELLMONT TERRACE: Voluntary Chapter 11 Case Summary
BERNARD L. MADOFF: Trustee Takes Chances in Luxembourg Suit
BEVERLY HILLS BANCORP: Case Summary & 18 Top Unsecured Creditors
BUFFET PARTNERS: Lender Chatham Intends to Buy Restaurants
CALUMET PHOTO: C&A Marketing Acquires Most of U.S.-Based Assets

CARPATHIAN GOLD: OSC Issues Management Cease Trade Order
CATALENT PHARMA: S&P Raises Rating on Secured Facilities to BB-
CETERA FINANCIAL: S&P Withdraws 'B+' ICR at Company's Request
CLEAREDGE POWER: Section 341(a) Meeting Scheduled for June 4
CLEAREDGE POWER: Case Summary & 20 Largest Unsecured Creditors

COMMUNITYONE BANCORP: Earns $1.3 Million in First Quarter
CONSUMER SPECIALTIES: A.M. Best Affirms B Finc'l. Strength Rating
COTTONWOOD ESTATE: Can Hire Miller Guymon as Counsel
CROFTON L & D: Case Summary & 12 Unsecured Creditors
DR. BOTT: Involuntary Chapter 11 Case Summary

EASTMAN KODAK: Streamlines Hundreds of Preference Suits
EASY LIFE FURNITURE: Case Summary & 20 Top Unsecured Creditors
EMERALD SQUARE: Case Summary & Unsecured Creditor
ENDO HEALTH: Moody's Affirms 'Ba3' Corporate Family Rating
ENERGY FUTURE: Faces Opposition to Restructuring Strategy

ENERGY FUTURE: Reports $2.3 Billion Net Loss in 2013
ESSAR STEEL: S&P Assigns Prelim. 'CCC-' Corporate Credit Rating
EVENT RENTALS: Court Approves Apollo Acquisition
EXPERT GLOBAL: S&P Puts 'B-' Ratings on CreditWatch Negative
FENWAY PARTNERS: Raises Small Sum for Single Deal

FIBRIA OVERSEAS: Moody's Rates New $500MM Unsecured Notes 'Ba1'
FIRST DATA: Incurs $200.5 Million Net Loss in First Quarter
FIRSTENERGY CORP: Fitch Affirms 'BB+' IDR & Unsecured Debt Rating
FISHER ISLAND: Status Conference Slated for July 31
FIXED INCOME: Courtland to Waive Default & Reinstate Loan

FORESTAR GROUP: S&P Assigns 'B' Corp. Credit Rating
FORESTAR REAL: Moody's Assigns 'B1' CFR & Rates $250MM Notes 'B2'
GARLOCK SEALING: Ruling Spreads to Pittsburgh Corning Case
GENERAL MOTORS: Asks Halt to Suits Relating to Bankruptcy
GLOBAL GEOPHYSICAL: Accused Of Inflating Revenues

GULF STATES LONG TERM: Disbursing Agent May Obtain Files
HALE & ETHERIDGE: Case Summary & 5 Unsecured Creditors
HAWAIIAN AIRLINES: Fitch Affirms 'B' Issuer Default Rating
HD SUPPLY: Amends Fiscal 2013 Annual Report to Add Disclosures
HEDWIN CORP: Court Approves Shared Management Resources as CRO

HILL WINE: Case Summary & 20 Largest Unsecured Creditors
INNERGEX RENEWABLE: DBRS Confirms 'BB' Issuer Rating
INTERNATIONAL TEXTILE: Amends 2013 10-K to Add Information
JASON HOLDINGS: Moody's Assigns 'B2' Corp. Family Rating
JEH COMPANY: Selling 2008 L63 Benz for $32,500

JEH COMPANY: Selling Frost Bank Collateral to Cantwell
JEH COMPANY: Slated to Present Plan for Confirmation May 20
KIDSPEACE CORP: First Modified Chapter 11 Plan Confirmed
KKR FINANCIAL: Fitch Hikes Preferred Stock Rating From 'BB+'
LABORATORY PARTNERS: Cash Budget Revised After Talon Sale

LABORATORY PARTNERS: Removal Period Extended to July 23
LABORATORY PARTNERS: Still Evaluating Bechman Coulter Agreement
LEVEL 3: Posts $112 Million Net Income in First Quarter
LIFEPOINT HOSPITALS: Fitch Rates New $400MM Unsecured Notes 'BB'
LIFEPOINT HOSPITALS: Moody's Lowers Senior Debt Rating to 'Ba2'

LIFEPOINT HOSPITALS: S&P Affirms 'BB-' CCR; Outlook Negative
LOFINO PROPERTIES: Files Amended Schedules F & G
MANJIT S. SANDHU: Case Summary & Unsecured Creditor
MARISA ANN BELLECI: Facing Chapter 11 Case Dismissal
MARSHALL CREEK: Case Summary & 5 Unsecured Creditors

MEE APPAREL: Auction to Be Held May 21; Bids Due May 19
MEE APPAREL: Wins Final Approval of $7MM Suchman DIP Financing
MEE APPAREL: Innovation Capital Approved as Investment Banker
MERCER INT'L: Stendall Mill Gets Waiver for Credit Facilities
MERIT LIFE: A.M. Best Affirms 'B' Financial Strength Rating

MFM DELAWARE: Court Confirms Amended Chapter 11 Plan
MFM DELAWARE: Settlement Resolving Spitfire Claims Gets Court OK
MID-EASTERN ASSOCIATES: Voluntary Chapter 11 Case Summary
MMODAL HOLDINGS: U.S. Trustee Appoints 3-Member Creditors' Panel
MMODAL HOLDINGS: May 6 Hearing on Proposed $30MM DIP Financing

MOMENTIVE SPECIALTY: Moody's Affirms 'B3' CFR; Outlook Negative
NE OPCO: Hearing Today on Bid to Extend Exclusivity
NEWLEAD HOLDINGS: MGP Seeks Add'l 6.5MM Settlement Shares
NIELSEN FINANCE: Moody's Rates $394MM Senior Secured Debt 'Ba1'
NNN 123 NORTH WACKER: Files Sale-Based Bankruptcy Exit Plan

NNN 123 NORTH WACKER: Seeks Approval of Bid/Sale Protocol
NNN 123 NORTH WACKER: Challenges Thomas' Case Dismissal Bid
NNN 123 NORTH WACKER: May Access Wells Fargo Cash Thru July 31
NNN PARKWAY 400 26: Hearing on UST Dismissal Bid Moved to June 25
NNN PARKWAY 400 26: Baur Firm Okayed to Handle Adversary Case

NNN PARKWAY 400 26: Weiland Golden May Handle Adversary Case
OIL STATES: S&P Retains 'BB+' CCR on CreditWatch Negative
ORMET CORP: 8th Interim Wind Down Plan Approved
PACIFIC THOMAS: Hearing on $6.55 Million Loan Moved to June 5
PACIFIC VECTOR: Delays Filing of Annual Financial Statements

PERRY ELLIS: S&P Lowers CCR to 'B' on Deteriorated Credit Measures
PLAINS END: Fitch Affirms 'BB' Rating on $117.7MM Bonds Rating
PREGIS MERGERSUB: Moody's Assigns 'B3' CFR & Rates New Debt 'B2'
PROTICA INC: Voluntary Chapter 11 Case Summary
QUANTUM FOODS: Asset Sale Hearing Adjourned Until May 12

R2D2 LLC: District Court Revives Some of Screen Capital's Claims
RBE: Case Summary & 17 Largest Unsecured Creditors
RESOLUTE ENERGY: S&P Alters Outlook to Negative & Affirms 'B' CCR
RESTORA HEALTHCARE: Committee Can Hire Alston & Bird as Counsel
REVSTONE INDUSTRIES: May 9 Hearing on Approval of PBGC Settlement

RIVER-BLUFF ENTERPRISES: Has OK to Use Cash From Receiver Account
RIVER-BLUFF ENTERPRISES: Revitalization Wants to End Receivership
RIVER-BLUFF ENTERPRISES: Wants Berkadia & Chase Cash Collateral
RIVER ROCK: Fails to Make Schedule Interest Payment on Sr. Notes
RIVERWALK JACKSONVILLE: Section 341(a) Meeting Set on June 11

ROBERT GRIFFIN: Court Rules on Trustee's Bid to Enforce Accord
ROBERT RAEL: Contempt Motion Against Wells Fargo Denied
ROCKET SOFTWARE: S&P Affirms 'B' Corp. Credit Rating
SARKIS INVESTMENTS: Taps GlassRatner as Financial Advisors
SARKIS INVESTMENTS: MSCI Balks at Bid to Retain GA Keen Realty

SDNY 19 MAD PARK: Voluntary Chapter 11 Case Summary
SIMPLEXITY LLC: Gets Court Approval to Sell Assets to Wal-Mart
SIRIUS XM: Moody's Rates New $750MM Senior Unsecured Notes 'B1'
SIRIUS XM: S&P Assigns 'BB' Rating to $750MM Sr. Notes Due 2024
SLM CORP: S&P Cuts ICR to BB on Spin-Off; Changes Name to Navient

SMD TRUST: Case Summary & 6 Unsecured Creditors
STANADYNE CORP: S&P Puts 'CCC' CCR on CreditWatch Positive
SUN BANCORP: Amends 2013 Annual Report
TAMPA WAREHOUSE: Gets Approval to Extend Term of CBRE Agreement
TAMPA WAREHOUSE: Gets Approval to Execute Agreement With CBRE

TASC INC: S&P Revises Outlook to Negative & Affirms 'B' CCR
TELEPHONE & DATA SYSTEMS: Demoted to Highest Junk Status
TENNECO INC: S&P Raises CCR to 'BB+' on Improved Profitability
THORNBURG MORTGAGE: Default Judgment in "Lee" Suit Set Aside
TOUSA INC: Senior Status of Lot-Option-Agreement Claims Affirmed

UNIVERSAL HEALTH: Ch.11 Trustee Seeks Probe on Warburg Pincus
UPPER VALLEY: Committee & U.S. Trustee Object to Plan Outline
UPPER VALLEY: Objects to Chapter 7 Conversion, Panel Also Reacts
URBAN LANDMARK: Case Summary & 20 Largest Unsecured Creditors
U.S. STEEL: Fitch Affirms 'BB-' Issuer Default Rating

USEC INC: DOE To Take Over Bankrupt Co.'s Uranium Enrichment Plant
UTSTARCOM HOLDINGS: DASAN Networks Holds 5% Equity Stake
VAIL LAKE: Court Okays 2nd Stipulation on Cash Collateral Use
W&T OFFSHORE: S&P Lowers Unsecured Debt Rating to 'B-'
WESTERN FUNDING: Court OKs Sale of Las Vegas Property for $1.3MM

WESTERN FUNDING: Plan of Liquidation Declared Effective
WESTMORELAND COAL: Incurs $19.3 Million Net Loss in First Quarter
XTREME POWER: Court Copies New Mexico Case by Reopening Sale
YSC INC: Can Sell Wa. Comfort Inn, Objections Addressed

* Texas Homestead Exemption Evaporates After Six Months

* Bank of America in Settlement Talks over Credit Card Practices
* Bitcoin's Boosters Struggle to Shore Up Confidence
* NY Regional Health Care Companies Cite Obamacare in Big Losses

* High-Yield Debt Deals Set to Break Records

* The Deal Announces Bankruptcy League Q1 Rankings

* Goodwin Procter Expands Financial Restructuring Practice

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


                             *********


100 MANCHESTER: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: 100 Manchester Realty, LLC
        c/o Paragon Group
        276 Post Road West, Suite 201
        Westport, CT 06880-4703

Case No.: 14-50663

Chapter 11 Petition Date: May 2, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Debtor's Counsel: Stephen M. Kindseth, Esq.
                  ZEISLER & ZEISLER, P.C.
                  10 Middle Street, 15th Floor
                  Bridgeport, CT 06604
                  Tel: (203) 368-4234
                  Fax: 203-367-9678
                  Email: skindseth@zeislaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stuart Myers, vice president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-50663.pdf


24 HOUR HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to 24 Hour Holdings III
LLC, as well as Ba3 ratings to the company's proposed senior
secured facilities. The proceeds will be used in conjunction with
the acquisition of 24 Hour Fitness by private equity group AEA
Investors LP and Ontario Teachers' Pension Plan. The ratings
outlook is stable. All ratings are subject to the execution of the
transaction as currently proposed and Moody's review of final
documentation.

In March 2014, AEA Investors LP and Ontario Teachers' Pension Plan
signed an agreement to acquire 24 Hour Fitness with an expected
closing date in the second quarter of 2014. 24 Hour Holdings III
LLC will be the initial borrower, but after the transaction closes
24 Hour Fitness Worldwide, Inc. will be the borrower under the
facilities.

AEA Investors LP and Ontario Teachers' Pension Plan are proposing
to raise a $1 billion senior secured bank facility, consisting of
a $150 million 5-year revolver and $850 million 7-year term loan.
The senior secured term loan B, up to $500 million of expected
senior unsecured notes, and equity contribution, will be used to
complete the purchase, refinance existing debt, and pay fees and
expenses.

The following ratings were assigned:

24 Hour Holdings III LLC
(to be assumed by 24 Hour Worldwide, Inc.)

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $150 million senior secured 5-year revolving credit facility at
  Ba3 (LGD 2, 24%)

  $850 million senior secured 7-year term loan B at Ba3 (LGD 2,
  24%)

The following ratings will be withdrawn once the transaction
closes:

24 Hour Fitness Worldwide, Inc.

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $75 million senior secured revolver due 2015 at Ba3 (LGD 2, 18%)

  $585 million (face value) senior secured term loan B due 2016 at
  Ba3 (LGD 2, 18%)

Ratings Rationale

The B2 Corporate Family Rating (CFR) reflects 24 Hour Fitness'
high initial leverage and modest interest coverage (expected to be
about 6.5 times and 1.5 times, respectively, at the end of fiscal
2014) relative to other business and consumer service company
peers. Moody's notes that all credit metrics are adjusted for
Moody's standard adjustments, including operating leases, and
includes the $500 million of unsecured debt expected to be raised.
Moody's does not expect the company to materially repay debt above
and beyond required amortization and an expected excess cash flow
sweep. Required amortization is expected to be relatively modest
as the proposed credit agreement only requires 1% annual
amortization of the term loan B and the excess cash flow sweep is
calculated after growth capex. The company will likely reinvest
excess cash to grow organically and/or through acquisitions. The
ratings also consider the company's exposure to economic
conditions in California where about 50% of 24 Hour Fitness' clubs
are located.

Positive consideration is given to Moody's expectation for good
cash flow which will be used primarily to fund the company's
growth plans, and the material improvement in the company's
qualitative factors driven by the reduced risk related to
lawsuits. 24 Hour Fitness was subject to relatively large lawsuits
(including a lawsuit involving a former Chairman) which have
either been resolved, dismissed, or stay with the previous owners.
The rating is also supported by the company's business position as
a large-scale fitness club operator, strong brand awareness in the
markets in which it operates, and the favorable long-term
fundamentals for the fitness industry.

The stable rating outlook reflects Moody's expectation that 24
Hour Fitness will continue to grow its revenue and earnings by
maintaining membership levels, increasing pricing, and
contributions from recently opened clubs. In addition, Moody's
expects 24 Hour Fitness' liquidity will remain good and that some
free cash flow will be used to repay debt above and beyond
required amortization.

Ratings could be downgraded if membership counts decline,
comparable store sales turns negative, or debt/EBITDA remains
above 6.0 times by the end of 2015. Ratings could also be
downgraded if free cash flow turns negative on a sustained basis,
or liquidity deteriorates. Upward rating momentum could develop if
the company is able to sustain debt/EBITDA below 4.5 times while
maintaining positive comparable same store sales, positive free
cash flow and a good liquidity profile.

24 Hour Fitness Worldwide, Inc. is a leading owner and operator of
fitness centers in 18 states, with a majority located in
California and other western states. As of December 31, 2013, the
company operated 413 fitness clubs under three key brand names -
24 Hour Fitness Active, 24 Hour Fitness Sport, and 24 Hour Fitness
Super Sport. Collectively, these clubs served approximately 3.8
million members with revenues of about $1.3 billion at Dec. 31,
2013.


571 PASEO MIRAMAR: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 571 Paseo Miramar, LLC
        571 Paseo Miramar
        Los Angeles, CA 90272

Case No.: 14-17263

Chapter 11 Petition Date: April 15, 2014

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

Judge: Hon. Neil W. Bason

Debtor's Counsel: James R Selth, Esq.
                  WEINTRAUB & SELTH, APC
                  11766 Wilshire Blvd Ste 1170
                  Los Angeles, CA 90025
                  Tel: 310-207-1494
                  Fax: 310-442-0660
                  Email: jim@wsrlaw.net

Total Assets: $3.13 million

Total Liabilities: $1.66 million

The petition was signed by David P. Holguin, managing member.

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


A & S CRUISELINES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: A & S Cruiselines, Inc.
        1632 York Avenue
        New York, NY 10028

Case No.: 14-11297

Chapter 11 Petition Date: May 1, 2014

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

Judge: Hon. Martin Glenn

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE
                    & WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jpasternak@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven Salsberg, president.

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


ADVANCEPIERRE FOODS: Moody's Lowers Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of AdvancePierre Foods, Inc. ("AdvancePierre" or "APF") to B3 from
B2, as well as its Probability of Default Rating to B3-PD from B2-
PD. At the same time, the rating outlook was changed to stable
from negative. As a result of this rating action, the company's
first and second lien term loans have been downgraded to B2 from
B1 and Caa2 from Caa1, respectively. The downgrade is largely
driven by Moody's view that credit metrics are weak and unlikely
to improve sufficiently to levels that will support a B2 rating in
the foreseeable future.

APF's leverage at December 28, 2013 (FY13) as measured by Moody's
adjusted debt-to-EBITDA was approximately 8.4 times. This
represents an increase from 7.5 times at December 29, 2012 (FY12).
Leverage increased following the company's October 2012
refinancing, which included the payment of a $185 million dividend
to its sponsor. Coverage and free cash flow generation are also
weak, with Moody's adjusted (EBITDA-capex)/interest at 1.3 times
and free cash flow-to-debt at 1% in FY13. Credit metrics have been
negatively impacted by lower than anticipated volumes, which was
the primary driver of a year-over-year decline in the top-line.
Profitability also suffered as favorable pricing actions and
productivity-related cost savings were unable to fully offset raw
material input cost inflation. Moody's expects raw material cost
inflation to remain a challenge for the foreseeable future as
protein prices, most notably beef, chicken and pork, remain
relatively high.

The company is taking steps to further streamline its cost
structure through ongoing procurement and operational improvements
and align its sales force toward a more customer-centric approach;
however, Moody's does not expect these strategic initiatives to
result in deleveraging of a sufficient magnitude to support a B2
rating over the intermediate term. APF faces considerable
challenges in its ability to fully pass-through raw material cost
increases to its customers and grow volumes in a profitable manner
within its foodservice segment, which accounts for more than half
of the company's net sales.

The following ratings have been downgraded at AdvancePierre Foods,
Inc.:

  Corporate Family Rating to B3 from B2;

  Probability of Default Rating to B3-PD from B2-PD;

  $925 million first lien term loan maturing July 2017 to B2
  (LGD3, 39%) from B1 (LGD3, 43%); and

  $375 million second lien term loan maturing October 2017 to Caa2
  (LGD5, 88%) from Caa1 (LGD5, 89%).

The rating outlook is stable

Ratings Rationale

APF's B3 Corporate Family Rating is reflective of the company's
weak credit metrics (very high leverage and weak coverage) and
aggressive financial policies. The company's leverage as measured
by Moody's adjusted debt-to-EBITDA (including capitalization of
operating leases) was over 8.0 times at FYE13, which is very high
given its exposure to potentially volatile raw material costs,
seasonal working capital needs, and competition from other protein
suppliers. The rating anticipates APF will exhibit limited growth
in its top-line and profitability resulting in modest deleveraging
over the intermediate term. The aggressive financial policies of
its private equity owners also weigh on the rating and include the
potential for debt-financed dividends and large acquisitions. At
the same time, the rating acknowledges APF's benefits from its
healthy size and scale, good diversity of product offerings and
sales channels, modest customer concentration, and its ability to
pass-through a significant portion of increased raw material costs
through price lists or contractual agreements based on an index
pricing model with customers. Also factored into the rating are
management's initiatives to raise prices and rationalize SKUs with
a focus on higher margin products. The company's good liquidity
profile is a key rating driver and is supported by expectations of
positive free cash flow and availability under a $150 million
multi-year ABL facility.

The stable outlook reflects Moody's expectation that the company
will generate modestly improved cash flow that will likely be used
for debt repayment and ongoing business investment. Moody's
expects leverage (Moody's adjusted debt-to-EBITDA) to approach 7.5
times during the next 12 to 18 months.

While not anticipated in the near-term, the ratings could be
upgraded if APF is successful in reducing debt while generating
positive free cash flow and reducing reliance on its ABL facility.
Quantitatively, Moody's adjusted debt-to-EBITDA will need to
approach 6.5 times while EBIT-to-interest is sustained above 1.2
times prior to any ratings upgrade. Alternatively, the ratings
could be downgraded if liquidity deteriorates and ABL borrowings
increase materially. In addition, if Moody's adjusted debt-to-
EBITDA increases and is sustained above 8.5 times and/or if
Moody's adjusted EBIT-to-interest remains below 1.0 time for an
extended period the ratings could face pressure.

AdvancePierre Foods, Inc., headquartered in Cincinnati, OH, is a
producer and marketer of value-added protein and hand-held
convenience items serving the foodservice, retail and convenience
and vending store channels. Key products include packaged
sandwiches, fully-cooked burgers, Philly steaks, stuffed chicken
breasts and country fried chicken. Oaktree Capital Management LP
(Oaktree) has owned the company since Pierre Foods, Inc. emerged
from bankruptcy in 2008. Net sales for the twelve months ending
December 28, 2013 (FY13) were nearly $1.5 billion.


AFFINION GROUP: S&P Lowers CCR to 'CC' on Exchange Offer
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Affinion Group Holdings Inc. to 'CC' from 'CCC+'.
The rating outlook is negative.

At the same time, S&P lowered its issue-level ratings on Affinion
Group Holdings' 13.75%/14.5% PIK toggle notes due 2018 to 'CC'
from 'CCC-'.  The recovery rating on this debt remains '6',
indicating S&P's expectation for negligible (0%-10%) recovery for
noteholders in the event of a payment default.

In addition, S&P assigned the company's proposed $650 million
senior secured first-lien term loan B due 2018 its preliminary 'B'
issue-level rating, with a preliminary recovery rating of '1',
indicating S&P's expectation for very high (90% to 100%) recovery
for secured lenders in the event of a payment default.

Additionally, S&P assigned the company's proposed $500 million
senior secured second-lien term loan B due 2018 our preliminary
'CCC' issue-level rating, with a preliminary recovery rating of
'5', indicating S&P's expectation for modest (10% to 30%) recovery
for secured lenders in the event of a payment default.

Finally, S&P is revising its recovery rating on the company's
existing senior secured first-lien term loan to '1' from '2', and
subsequently raising its issue-level rating on this debt to 'B'
from 'B-'.

The downgrade follows Affinion Group Holdings' announcement that
it is contemplating making an offer to exchange up to $100 million
of its debt for common stock.  If the company completes the
transaction, S&P would view it as distressed and tantamount to a
default, given Affinion Group Holdings' large debt burden.

The company is offering to exchange up to $100 million of Affinion
Group Holdings' 13.75%/14.5% PIK toggle notes due 2018 at a rate
of 100% of face value for common equity at a rate of $3.15 per
share.  Also, the company is attempting to amend and extend $650
million of its term loan facility to 2018 and issue $500 million
of second-lien term loan due 2018.  The company would use the
proceeds from the second-lien term loan to repay its first-lien
term debt.  Upon completion of the tender, S&P would lower the
corporate credit rating to 'SD' (selective default) and the
tendered debt issue-level ratings to 'D'.  As soon as possible
thereafter, S&P would reassess Affinion Group's post-transaction
capital structure.  If the company does not pursue or complete the
offer, S&P will likely raise the rating back to 'CCC+', the same
rating as before the announcement of the offer.

Preliminarily, S&P expects that, in the event the tender offers
are completed, it would not raise the corporate credit rating
higher than the previous 'CCC+' level.  S&P acknowledges that the
transaction would decrease the total amount of debt outstanding,
push out intermediate-term maturities, and reduce cash interest
expense.  Pro forma debt to EBITDA would be 9.7x, with the
transaction completed.

However, S&P sees risks surrounding the company's ability to
reverse weak operating performance in light of pressure on its
domestic membership business from financial institution
reregulation.  S&P believes that viability questions would remain
with respect to the company's highly leveraged capital structure,
despite growth in its smaller loyalty products business and
international operations.


AGFEED USA: Seeks June Extension of Plan Exclusivity Period
-----------------------------------------------------------
AgFeed USA, LLC and its affiliated debtors filed on April 21,
2014, a motion requesting an extension of the exclusive period for
the filing of a plan and soliciting acceptances.  The Debtors'
exclusive period expires on April 21, 2014 and acceptances expires
on June 18, 2014.  The Debtors ask the Court to extend the plan
period and solicitation period through and including June 5, 2014
and August 4, 2014, respectively.  The Court has extended thosee
deadline previously.

The Debtors state that there is cause for the Court to extend the
deadlines. The Debtors further state that they remain active and
engaged in ongoing negotiations with a number of constituencies in
an effort to resolve the outstanding issues in connection with the
plan and therefore reach an agreement.

The Debtors assert in support of their motion that they have
successfully addressed various important issues including closing
two sales, successfully defended a motion to appoint an examiner,
responded to discovery and negotiated a continuance of a motion to
appoint Chapter 11 Trustee, and reached a settlement with the
Securities and Exchange Commission.  The Debtors argue that if
granted the extension they intend to use it to achieve as much
consensus as possible and begin the process of achieving plan
confirmation on or before April 30, 2014.

The Debtors state that the termination of the exclusive period
would adversely impact them by allowing any party in interest to
file a plan, this the Debtors say would upset the negotiating
balance they have achieved and would foster a chaotic environment,
therefore harm the Debtor's efforts to preserve and maximize the
value of their estates.

The Bankruptcy Court for the District of Delaware set a hearing on
this motion for May 28, 2014, at 1:30 p.m. Eastern Time and set
the objection deadline for May 25, 2014 at 4:00 p.m. Eastern Time.

                       About AgFeed Industries

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

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

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

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

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

In October 2013, AgFeed completed the sale of the U.S. operations
to three buyers for $79.45 million, including $53.4 million in
cash.

In November 2013, the Court authorized AgFeed to sell its Chinese
assets to Hong Kong firm Good Charm International Development Ltd.
in a deal that is expected to net the debtor $45 million once
several highly negotiated price adjustments are factored in.  An
auction was held for the Chinese facilities on Nov. 20, although
no one emerged to top what was originally a $50.5 million bid.
The price was lowered by $3.45 million in view of what the
contract called "newly discovered" operational problems and
"deterioration of the performance" of feed mills.

In December 2013, AgFeed filed a proposed plan of liquidation
showing all creditors as being paid in full, with interest.  The
Plan proposes to create a trust to prosecute lawsuits and collect
remaining assets.


ALLIANT TECHSYSTEMS: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Alliant Techsystems, Inc.'s (ATK)
Issuer Default Rating (IDR) at 'BB+' following the announcement of
a plan to spin off the company's Sporting Group and then merge
with Orbital Sciences Corporation (Orbital).  Fitch has also
affirmed the ratings for ATK's senior secured facilities and
unsecured indebtedness.  The Rating Outlook is Stable. Fitch's
ratings currently cover approximately $2.1 long term debt.  The
company's full rating list follows at the end of this release.

Key Rating Drivers

On April 29, 2014, ATK announced a plan to spin off its Sporting
Group into a standalone company.  Fitch estimates the Sporting
Group would account for more than 40% of ATK's pre-spinoff pro-
forma 2014 revenues.  None of ATK's existing debt will be assumed
by the Sporting Group.  The spin-off will immediately be followed
by a tax-free, stock merger between ATK's remaining business units
and Orbital.  The merger will form a pure Aerospace and Defense
company named Orbital ATK which will generate approximately $4.5
billion and $600 million in revenues and EBITDA, respectively.
Fitch believes the spin-off and merger will be neutral to ATK's
current ratings.

ATK expects to receive a dividend from the spin-off in the range
of $300 million to $350 million.  The company expects to use
proceeds to reduce ATK's current indebtedness.  Orbital ATK is
expected to assume approximately $1.7 billion of ATK's gross long
term debt after repaying Orbital's existing senior secured
facilities. Fitch estimates the new company will have
approximately 2.9x leverage (gross debt/EBITDA), which is in line
with Fitch's original expectations for ATK's year-end leverage.
Fitch expects other financial metrics of Orbital ATK to be
commensurate with ATK's current ratings.  Both transactions should
be completed by the end of 2014, subject to approvals by
regulatory authorities and the shareholders of both companies.

The merger will unite two major players in the space and aviation
systems sectors, and it should present significant synergy
opportunities through vertical integration between ATK's heritage
propulsion systems and space components operations and Orbital's
business units.  Orbital ATK will have a significant exposure to
the U.S. Government; however, its programs will be highly
diversified with sales to NASA, DoD and commercial aerospace
customers.

In addition to adequate leverage and liquidity, the ratings and
Stable outlook are supported by both ATK's and Orbital's solid
margins and strong cash flows, good product/program
diversification, significant cost saving synergy opportunities
from the merger, and Orbital ATK's role as a sole source provider
for many of its products.

Fitch is concerned with merger integration; continued uncertainty
surrounding core defense spending after fiscal 2015; an
anticipated decline in small caliber ammunition demand; and lower
contract rates which resulted from the renewal of the Lake City
operating contract in fiscal 2013; lower modernization activities
at Lake City; and rising competition is some space sectors.
Additionally, the spin-off and subsequent merger will
significantly increase the company's exposure to the U.S.
Government which should account for more than 75% of total
revenues.

Fitch is also concerned with the underfunded status of ATK's
legacy pension (77% funded as of the end of fiscal 2013).  Fitch
expects Orbital ATK will retain the majority of ATK's pension
liabilities and will continue making significant pension plan cash
contributions.  Orbital's defined benefit pension plans are fully
funded and are not material.  Fitch will monitor Orbital ATK's
cash deployment strategies, but Fitch expects the company's share
repurchases and dividends will be moderate.  Fitch anticipates
Orbital ATK's acquisition activities will also be moderate.  Fitch
expects ATK's FCF to be in the $225 to $275 million range though
calendar 2014.

The spin-off will allow the Sporting Group to focus on its core
competencies and will have a more focused strategy.  ATK announced
that some of the current executive team will be taking leading
management roles in the standalone Sporting group.  The sporting
group is expected to generate approximately $360 million EBITDA at
the end of 2014.

The Sporting Group will have a strong position within the sporting
goods industry as a standalone company driven by major 2013
acquisitions.  Savage offered the Sporting Group an opportunity to
enter the firearm manufacturing segment providing the company with
opportunities to leverage its accessories business and strong
distribution channels.  The Bushnell acquisition diversified the
group's portfolio of sporting goods accessories and sports optics
while providing an entry to the performance and safety eyewear
market.

Rating Sensitivities

Fitch does not expect to take positive rating actions over the
next several years while Orbital ATK works through the
consolidation and integration processes after the merger, and also
while the company clarifies some elements of its post-merger
strategic and financial policies.  Fitch may take a negative
rating action if Orbital ATK's leverage increases to the 3.1x -
3.3x range.  A negative rating action could also be expected if
the company completes a debt funded acquisition, encounters
integration problems, or does not achieve the planned merger
synergies.

Fitch affirms ATK and its debt as follows:

-- Long-term IDR at 'BB+';
-- Senior secured bank facility at 'BBB-'.
-- Senior unsecured Notes at 'BB+'
-- Convertible senior subordinated notes at 'BB';
-- Senior subordinated notes at 'BB'.


ALTA BICYCLE: New York's Bike-Share Wobbles on Path to Prosperity
-----------------------------------------------------------------
Andrew Tangel and Laura Kusisto, writing for DBR Small Cap,
reported that a lingering disagreement between New York City
officials and the company that runs Citi Bike threatens to deprive
the bicycle-sharing program of more revenue as a crucial spring
sign-up period approaches.

Alta Bicycle Share Inc., the Portland, Ore.-based company that
runs Citi Bike, has proposed increasing the cost of annual
memberships from $95 to $140, the report said, citing people
familiar with the matter.

The DBR Small Cap, citing Agence France-Presse, previously
reported that New York's bikeshare program may be hugely popular
with just over 100,000 annual members but after operating less
than a year, it is desperately searching for a $14 million
investment.  A long, freezing winter may have put the brakes on
all but the most fanatical of cyclists, but with the arrival of
spring the bikes' royal blue livery will once again become
omnipresent, the report said.


ALTAGAS LTD: AIJVLP Continues to Work with Parties on CCAA
----------------------------------------------------------
AltaGas Ltd. on May 1 reported record first quarter normalized
earnings of $73.7 million ($0.60 per share), compared to $55.5
million ($0.53 per share) in the same period 2013.  Normalized
EBITDA increased 23 percent to $179.2 million for the first
quarter 2014, compared to $145.9 million for the same period 2013.
Normalized funds from operations was $129.8 million ($1.06 per
share) for the three months ended March 31, 2014, compared to
$122.4 million ($1.16 per share) for the same period 2013.

"We are pleased to report a record quarter with strong asset
performance across all our business segments," said
David Cornhill, Chairman and CEO of AltaGas.  "The stronger
results were driven mainly by the energy infrastructure assets we
added over the past two years and there is more to come.  The
Board and management remain committed to delivering shareholder
value as we continue to execute on our five-year, $2.5 billion
growth plans."

Increased earnings in the first quarter were driven by higher
natural gas volumes processed, the partial ownership of Petrogas,
the addition of Blythe, colder weather in Michigan, Alberta and
Nova Scotia, and favorable exchange rates.  Results in the quarter
were partially offset by lower earnings from Power in Alberta and
higher costs in Gas related to natural gas storage and extraction
premiums.  In addition, the Blythe facility was on major
turnaround during the month of March.

On a GAAP basis, net income applicable to common shares was $39.9
million ($0.33 per share) for the three months ended March 31,
2014, compared to $49.0 million ($0.46 per share) for the same
period 2013.  Net income applicable to common shares includes an
after-tax gain of $9.0 million from the sale of assets, offset by
a non-cash after-tax provision of $28.7 million related to assets
from the acquisition of Taylor NGL Limited Partnership in 2008, a
non-cash after-tax provision of $8.1 million related to a number
of small hydro power assets under development that are in a sales
process, mark-to-market accounting and the cost of early
redemption of medium-term notes.

In the first quarter, AltaGas continued to make progress on its
five-year $2.5 billion growth program. AltaGas sanctioned the
Alton natural gas storage project in Nova Scotia and the regional
liquefied natural gas (LNG) project in Dawson Creek, B.C., for
approximately $125 million.  This brings total secured growth
capital to over $1 billion.

Northwest Run-of-river Projects

AltaGas continues to make solid progress on its three Northwest
run-of-river hydro projects.  Forrest Kerr completed commissioning
of the head-works and intake structure at the end of March, which
set the stage for the project to achieve a significant milestone
on April 28 with commencement of waterflow into the power tunnel.
Remaining commissioning and construction activities continue on
schedule with the focus on the powerhouse systems and high voltage
switchyard.  The tailrace tunnel was completed during first
quarter 2014 with all tunnelling and underground excavation work
now finished.  AltaGas expects the Northwest Transmission Line to
be available in time to enable Forrest Kerr to be in service by
mid-2014.

At the 16 MW Volcano Creek project, construction continues to pace
ahead of schedule.  The tailrace is complete, with no further in-
river work required.  The turbine assembly is in progress and the
penstock installation has commenced. The project remains on track
to be in service in late 2014.

At the 66 MW McLymont Creek project, excavation of the powerhouse
foundation is complete and installation of the powerhouse
foundations has commenced.  Clearing of the intake access road is
85 percent complete and approximately 65 percent of the 2,800
metre tunnel has been excavated.  The project is expected to be in
service in mid-2015.

Energy Exports

AltaGas has made significant progress in developing its liquefied
petroleum gas (LPG) export business.  The AltaGas Idemitsu Joint
Venture Limited Partnership's (AIJVLP) two-thirds ownership of
Petrogas, together with Petrogas' acquisition of the Ferndale LPG
export terminal in the State of Washington are significant steps
in moving the LPG export initiative forward.  The goal is to reach
60,000 Bbls/d of export capability through Ferndale and one other
export facility by the end of the current decade.

AltaGas, Idemitsu and Petrogas are working together to build the
LPG export business from Ferndale.  LPG shipments are targeted to
start in the second quarter of 2014 and increase over the course
of the next few years. In addition to the Ferndale site, the
AIJVLP continues to progress the development of a LPG export
terminal on the west coast of Canada.  Terminal sites and
refrigeration technology have been identified and FEED studies are
ongoing.

AltaGas continues to advance its LNG export initiative.  The
AIJVLP continues to focus on the Triton LNG project, which
received approval from the National Energy Board on April 16,
2014, to export 2.3 million tonnes of LNG per year.  LNG exports
are subject to consultations with First Nations and the completion
of the feasibility study, siting, permitting, regulatory approvals
and facility construction.

The AIJVLP continues to work with various parties to support the
Companies' Creditors Arrangement Act (CCAA) Plan of Arrangement
proceedings for the Douglas Channel LNG project.  The various
parties continue to work on completing term sheets which may allow
the project to be restructured under CCAA in accordance with the
terms which have been substantially agreed to by the secured
creditors.  The completion of the term sheets is currently
targeted for May 5.  If the May 5 deadline is met, AIJVLP plans to
develop definitive agreements and stakeholders are expected to
vote on the CCAA plan of arrangement following the approximately
six-week proof of claim period.

AltaGas -- http://www.altagas.ca-- is an energy infrastructure
business with a focus on natural gas, power and regulated
utilities.  AltaGas creates value by acquiring, growing and
optimizing its energy infrastructure, including a focus on clean
energy sources.


AMERICAN BANCORP: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: American Bancorporation
                1578 University Avenue West
                St. Paul, MN 55104

Case Number: 14-31882

Involuntary Chapter 11 Petition Date: May 1, 2014

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Hon. Katherine A. Constantine

Petitioners' Counsel: Shannon E Daily, Esq.
                      Jason W Harbour, Esq.
                      HUNTON & WILLIAMS LLP
                      Riverfront Plaza, East Tower
                      951 East Byrd Street
                      Richmond, VA 23219

                         - and -

                      Jeffrey D Klobucar, Esq.
                      BASSFORD REMELE, P.A.
                      33 South Sixth Street, Suite 3800
                      Minneapolis, MN 55402
                      Tel: 612-333-3000
                      Fax: 612-333-8829
                      Email: jklobucar@bassford.com

Alleged Debtor's petitioners:

  Petitioners                Nature of Claim        Claim Amount
  -----------                ---------------        ------------
Alesco Preferred Funding XV  Trust Preferred,        $27,374,355
Ltd.                         Guaranty
ATP Management, LLC
c/o Constantine M. Dakolias
1345 Avenue of the Americas
New York, NY 10105

Alesco Preferred Funding     Truste Preferred,       $13,728,561
XVI, Ltd.                    Guaranty
ATP Management, LLC
c/o Constantine M. Dakolias
1345 Avenue of the Americas
New York, NY 10105

Alesco Preferred Funding II,  Trust Preferred,        $7,000,000
Ltd.                          Guaranty                 plus
Cohen & Company Financial                              accrued
Management LLC                                         and unpaid
c/o Peter Addei                                        interest
Circa Centre, 2929 Arch Street
17th Floor
Philadelphia, PA 19104


API HEAT: Moody's Cuts CFR to 'B3' & Rates Sr. Secured Debt 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded API Heat Transfer ThermaSys
Corporation's (previously known as ThermaSys Corporation)
corporate family rating to B3 from B2 and probability of default
rating to B3-PD from B2-PD. The rating on first lien senior
secured credit facilities, including $265 million term loan due
2019 and $35 million revolver due 2018, was affirmed at B1. The
rating outlook is stable.

The rating action reflects weaker than expected operating
performance of the company, including lower revenues and weaker
earnings, which together with a slower than expected pace of debt
repayments resulted in an increased leverage profile, and adjusted
debt-to-EBITDA of 7.0x compared to 6.2x a year ago. In Moody's
view, API's current leverage and other credit metrics including
adjusted FCF-to-debt of 1.5% (excluding dividends) and EBITA to
interest coverage of 1.5x are more consistent with the B3 rating
category. Over the next 12 to 18 months, Moody's anticipate that
any improvement in the company's revenue and earnings will be
challenged by continuing weakness in certain end markets,
resulting in constrained free cash flow generation and limited
opportunities for debt repayment.

The affirmation of the senior secured debt rating reflects the
loss absorption provided by the significant balances of unsecured
obligations and PIK mezzanine debt in the company's capital
structure.

The following rating actions have been taken:

  Corporate family rating, downgraded to B3 from B2;

  Probability of default rating, downgraded to B3-PD from B2-PD;

  $265 million first lien senior secured term loan due 2019,
  affirmed at B1 (LGD3, 31%);

  $35 million first lien revolver due 2018, affirmed at B1 (LGD3,
  31%);

Outlook, stable.

Ratings Rationale

The B3 corporate family rating reflects API's high leverage,
cyclicality of end markets, small size relative to the rated
manufacturer universe, limited operating history as a combined
entity, and risks associated with ongoing integration and business
restructuring initiatives. In Moody's view, leverage will remain
elevated and key credit metrics will remain weak in the
intermediate term as Moody's anticipate only gradual improvement
in revenue and EBITDA that is not expected to result in
significant free cash flow generation to be available for debt
repayment. Additionally, the rating reflects long-term risks
associated with potential shareholder friendly actions.

The company's rating is supported by its broad product portfolio
of heat exchanger offerings, global geographic footprint and
production capabilities, as well as the diversity of served end
markets that include mobile power generation, process, hydraulics,
oil and gas industries. Additionally, the company benefits from
its solid market position in the highly fragmented global heat
exchanger market, and barriers to entry such as product
capabilities, long-standing customer relationships and required
capital investments.

API has sufficient liquidity, supported by availability under its
$35 million revolving credit facility, extended debt maturity
profile, and the expectation of compliance with its springing
senior secured net leverage covenant, applicable if revolver
utilization exceeds 20%. The liquidity profile, however, is
constrained by weak free cash flow generation and limited cash
balances.

The stable outlook assumes that API will demonstrate modest
revenue and earnings growth organically and as a result of
strategic business initiatives and synergy realization, and reduce
its adjusted debt-to-EBITDA to 6.5x in the intermediate term.
Additionally, Moody's expect the company to continue to implement
its integration activities without any major disruptions.

The ratings could be upgraded if the company demonstrates a longer
track record as a combined entity, builds size and scale, improves
earnings and free cash flow generation that would allow adjusted
leverage to decline below 5.5x and EBITA to interest coverage to
improve above 2.0x.

The ratings could be downgraded if the company's operating
performance deteriorates as a result of margin or revenue
weakness, causing adjusted debt-to-EBITDA to exceed 7.0x for an
extended period of time and EBITA interest coverage to be
sustained below 1.25x. Additionally, if the company were to lever
up for an acquisition or another dividend the ratings could be
downgraded.

API Heat Transfer ThermaSys Corporation (previously known as
ThermaSys Corporation), headquartered in Buffalo, NY, is a
designer and manufacturer of industrial heat exchangers. The
company was formed following the combination of two legacy
entities: API Group Holdings, LLC and ThermaSys Group Holding in
April 2012. API offers a broad range of heat transfer products
through its five business segments: Air-Cooled Group (which
resulted from a combination of Airtech and Covrad GT units),
Basco, Schmidt-Bretten, Thermal Transfer Products, and ThermaSys
Tubing. The company is majority owned by private equity sponsor
Wellspring Capital Partners. In 2013, the company generated
approximately $375 million in revenues.


APTELM LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: APTELM LLC
           aka 537 Elm LLC
        10 Rollins Road, Suite 217
        Millbrae, CA 94030

Case No.: 14-30693

Chapter 11 Petition Date: May 2, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hannah L. Blumenstiel

Debtor's Counsel: Lawrence A. Jacobson, Esq.
                  LAW OFFICES OF COHEN AND JACOBSON LLP
                  900 Veterans Blvd. #600
                  Redwood City, CA 94063
                  Tel: (650) 261-6280
                  Email: laj@jacobsonattorneys.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Amir Shahmirza, managing member.

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


ASR-FOUNTAINVIEW PLACE: $17M Property Sale OK'd In Ch. 11
---------------------------------------------------------
Law360 reported that American Spectrum Realty Inc. subsidiary ASR-
Fountainview Place LP earned authorization from a federal
bankruptcy judge in Texas to sell off a Houston commercial
property for $17.3 million in order to pay creditors who sought to
foreclose on it.

According to the report, ASR-Fountainview sought approval for the
free and clear sale of the property, which includes two commercial
buildings and undeveloped land, to the Houston Housing Authority.
Judge David R. Jones approved the motion to sell and ordered the
removal of liens on the property and for ASR-Fountainview to use
some of the proceeds of the sale to pay off creditor Fountainview
VPL LLC the more than $12 million it owes the company.

ASR-Fountainview "has exercised sound business judgment? by
deciding to sell the property to pay off creditors, Law360 cited
Judge Jones as saying.

The property is encumbered by two liens, one for more than
$600,000 by Hartside Holdings LLC and another for almost $1
million by Harris County, Texas, the report said, citing court
documents.

American Spectrum?s primary creditors -- Fountainview VPL, NW
Spectrum VPL LLC and Parkway I & II VPL LLC -- objected to the
motion to sell, saying the property should not be sold piecemeal.

The case is ASR-Fountainview Place LP, Case No. 14-30175 (Bankr.
S.D. Tex.).  The Debtors' counsel is William Alfred Wood, III,
Esq., at BRACEWELL & GIULIANI LLP, in Houston, Texas.


AUSTIN CONVENTION: S&P Raises Rating on $165MM Bonds From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Austin Convention Center Enterprises Inc.'s $165 million first-
tier revenue bonds series 2006A to 'BBB-' from 'BB+' and $95.17
million second-tier revenue bonds series 2006B to 'BB' from 'BB-'.
The outlook is stable.

The '6' recovery rating on the Series 2006B bonds remains
unchanged.

At the same time, S&P withdrew the recovery rating on the Series
2006A bonds because it do not assign recovery ratings to
investment-grade ratings.

Standard & Poor's rating on Austin Convention Center's $165
million first-tier revenue bonds series 2006A is 'BBB-', and its
rating on the hotel's $95.17 million second-tier revenue bonds
series 2006B is 'BB'.  The ratings reflect the hotel project's
location near the convention center, the strength of the Austin
hospitality market, which has been above the hospitality
industry's national average for the past three years, its solid
operating performance, its adequate liquidity, an experienced
hotel operator in Hilton Hotel Worldwide, and the highly cyclical
and competitive nature of the hospitality sector.  The outlook on
both issue-level ratings is stable.  The series B bonds recovery
rating is '6', indicating our expectation for negligible (0% to
10%) recovery, if a payment default occurs.

The series 2006 bond proceeds refunded the 2001 first- and second-
tier series bonds, which the project used to build the 800-room
convention center headquarters hotel in downtown Austin, Texas.

The stable outlook reflects S&P's view that the project's solid
operating performance and financial measures will be maintained,
driven by the continued strong performance of the Austin
hospitality market.  S&P believes that over the next several years
there could be some further growth in the ADR, especially given
that demand still exceeds hotel supply and convention center
booking trends are favorably offset by the addition of hotel room
supply to the market over the next several years.

S&P could lower the ratings because of a prolonged economic
slowdown, significant operating expense growth, or the arrival of
a new direct competitors that results in operating performance
that is weaker than S&P's expectations and reduces the eries 2006A
bonds DSCR to less than 2x for more than two years.  S&P would
consider downgrading the series 2006B bonds if DSCR declines and
is sustained below 1.2x. In addition, a significant reduction in
liquidity could also result in lower ratings.

Although not likely in the near term given S&P's expectations for
an increase in hotel room supply in the Austin market over the
next several years, it could raise the rating if the project saw a
successful track record of financial performance well in excess of
our forecasts throughout the hospitality cycle in Austin that
results in sustained series 2006A bonds DSCR of more than 3x.  To
upgrade the series 2006B bonds, the DSCR would have to be
sustained throughout the hospitality cycle in the 1.9x area.


BELLMONT TERRACE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bellmont Terrace, LLC
        6823 E Montreal PL
        Scottsdale, AZ 85254

Case No.: 14-06563

Chapter 11 Petition Date: May 1, 2014

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Carlos M. Arboleda
                  ARBOLEDA BRECHNER
                  4545 E. Shea Blvd., #120
                  Phoenix, AZ 85028
                  Tel: 602-482-0123
                  Fax: 602-482-4068
                  Email: arboledac@abfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Derek Stebner, managing member.

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


BERNARD L. MADOFF: Trustee Takes Chances in Luxembourg Suit
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidation of Bernard L. Madoff Investment
Securities Inc. won't make law on whether a U.S. court has the
power to block a liquidator in a foreign bankruptcy from suing a
U.S. trustee abroad.

Still, the case may determine whether a judgment obtained by a
creditor abroad is worth the paper it's written on, according to
Mr. Rochelle.  The question is important because a foreign court
could end up saddling the bankrupt Madoff estate with a judgment
for billions of dollars.

Mr. Rochelle relates that the story starts in Luxembourg, where
liquidators for Access Management Luxembourg SA were sued by the
liquidators of Luxalpha SICA V. The Luxalpha liquidators said
their investors weren't aware that investments with Access had
been turned over to Madoff.  The Access liquidators in turn sued
the U.S. Madoff trustee, Irving Picard, in Luxembourg to recover
what could be billions of dollars in damages owed to Luxalpha,
according to court papers Picard filed.

Picard filed his own suit in the U.S. in 2012, asking a bankruptcy
judge in New York to compel the Access liquidators to stop the
suit in Luxembourg against Madoff's firm, Mr. Rochelle further
relates.  Picard said that U.S. bankruptcy law's "automatic stay"
on litigation extends to actions taken anywhere in the world.

The Access liquidators, who didn't want the suit in U.S.
bankruptcy court, brought the issue to U.S. District Judge Jed
Rakoff in Manhattan, the report said.  Judge Rakoff ruled last
August that the bankruptcy judge should first decide if Picard
even had the right to sue in the U.S., based on whether a foreign
liquidator had "minimum contacts" with the U.S. to form the basis
for a suit in its courts.

The Luxembourg case in district court is Picard v. Access
Management Luxembourg SA (In re Bernard L. Madoff Investment
Securities LLC), 12-mc-00115, U.S. District Court, Southern
District New York (Manhattan). The lawsuit in bankruptcy court is
Picard v. Access Management Luxembourg SA (In re Bernard L. Madoff
Investment Securities LLC), 12-ap-01563, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BEVERLY HILLS BANCORP: Case Summary & 18 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Beverly Hills Bancorp Inc.
        c/o Development Specialists, Inc.
        333 S. Grand Ave., Suite 4070
        Los Angeles, CA 90071-1544

Case No.: 14-10897

Chapter 11 Petition Date: April 15, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Kevin J. Carey

Debtor's Counsel: Joseph M. Barry, Esq.
                  Robert S. Brady, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Fax: 302-571-1253

Debtor's
Restructuring
Advisors:         Bradley D. Sharp
                  DEVELOPMENT SPECIALISTS, INC.
                  Wells Fargo Center
                  333 South Grand Avenue Suite 4070
                  Los Angeles, CA 90071-1544
                  Tel: 213-617-2717
                  E-mail: bsharp@dsi.biz

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Bradley D. Sharp, chief restructuring
officer.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb14-10897.pdf


BUFFET PARTNERS: Lender Chatham Intends to Buy Restaurants
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Furr's Fresh Buffet, the operator of 29 buffet-style
restaurants, will be sold to the secured lender in exchange for
debt absent a better offer at an April 25 auction.

According to the report, secured lender Chatham Capital Partners,
owed $39 million, is under contract to make the first bid at
auction.  Absent a higher bid, Chatham will purchase the business
in exchange for $21.9 million in secured debt.  In addition,
Chatham will pay expenses of the Chapter 11 effort, with fees for
company counsel capped at $600,000 and those for the creditors'
committee capped at $250,000.

Chatham will also contribute $500,000 to a trust exclusively for
general unsecured creditors, the report related.  On account of
its deficiency claim, Chatham agreed to allow other unsecured
creditors to receive the first $500,000.

The U.S. Trustee objected to the sale, saying the $500,000 "gift"
to unsecured creditors is a disguised Chapter 11 plan and violates
priorities created in bankruptcy law, the report said.

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


CALUMET PHOTO: C&A Marketing Acquires Most of U.S.-Based Assets
---------------------------------------------------------------
C&A Marketing Inc., a global manufacturer, distributor and online
reseller of cameras and photographic equipment, has acquired most
of Calumet Photo's US-based assets including IP-related entities
and buyer's rights.  The 75 year-old, Chicago-based chain abruptly
closed its 14 stores and filed for Chapter 7 bankruptcy protection
in March 2014. Calumet built its venerable brand by catering to
professional photographers and serious enthusiasts, providing them
a retail experience and destination for "pro-level" brands like
Mamiya, Hasselblad, Phase One and Leaf Imaging.  In keeping with
their ?pro-centric' model, Calumet also operated a comprehensive,
high-end photography rental business that C&A will reopen in the
near future.

C&A Marketing is an industry veteran in the imaging space, having
over 20 years' experience in sourcing and retail operations in the
photographic industry.  As the Polaroid Licensee for instant
digital imaging products, Sports Action cameras, IP home security
cameras and photo accessories, C&A plays a significant role in the
resurgence of that iconic American imaging brand.  C&A also
acquired all retail, inventory and IP-related assets of Ritz
Camera & Imaging in 2012 and has since returned the storied brand
to profitability.  The company plans to incorporate the Calumet
assets acquired in [Thurs]day's bankruptcy proceedings into its
Ritz portfolio.  C&A views this acquisition as a key component to
now providing the highest level of photography professionals the
best in products and services.

"There's a strong social component to photography and imaging that
doesn't exist with most other retail categories," said
Harry Klein, President of C&A Marketing.  "Whether you make a
living with your camera, as is the case with many Calumet
customers, or you are a casual photographer -- pictures are
personal. We know what didn't work for Calumet and we know what's
working for Ritz and Polaroid and our other imaging-related
entities and we are prepared to invest the time and capital to
rebuild.  Ideally, it's about finding the sweet spot and adapting
what we know to bring back the Calumet brand in a manner that
restores the confidence of the existing customer base and designed
to ensure long-term success in the current and future photographic
environments."

While many other imaging retailers have been closing their doors,
C&A is expanding, including the recent acquisition of four
Cardinal Camera stores as well as expanding RitxPix.com.  With its
online imaging business, a high-end full-service printing facility
in Hapeville, Georgia, and state-of-the-art mini-printing labs in
each Ritz Camera store, C&A has broadened its photography printing
business, by offering photo restoration, large size printing,
medium format film processing, custom high quality photo books,
photo gifts and a photo archival service called Scanman Photo .

"Calumet is a brand that over three quarters of a century built an
enviable international reputation by servicing a very demanding
customer base -- the photography professional," explained Chaim
Pikarski, C&A Marketing's Executive Vice President.  "We clearly
have the background and the DNA to meet and exceed that customer's
expectations, as well as the resources to support these pros in
terms of inventory and services.  Calumet has a strong, loyal
customer base which is the best foundation to build and rebuild
on. Regardless, if we move forward with a variation of the
traditional retail model, on-line or a hybrid representing both,
Calumet's customers can look forward to their loyalty being
rewarded in the very near future."

C&A Marketing is currently evaluating which, if any, stores to re-
open but will be reactivating all of Calumet's on-line properties
in the next few weeks, as well as reopening its rental business.
For more information, please visit use
http://camarketing.com/calumet

                    About C&A Marketing, Inc.

C&A Marketing is a manufacturer, distributor and online reseller
of cameras and photographic equipment.  Headquartered in
Ridgefield Park, N.J., C&A is the Polaroid Licensee for instant
digital camera, sports video camera, IP home security cameras and
photo accessories.  In addition, C&A owns and operates 14 Ritz
Camera and Image stores across the United States including Camera
World, Wolf Camera and Inkley's Camera.  C&A also continues to
expand the RitzPix.com imaging business.  With over two decades in
business, the depth and breadth of their inventory is constantly
expanding as is their presence and reputation in the consumer
electronic marketplace.

                    About Calumet Photographic

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

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

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


CARPATHIAN GOLD: OSC Issues Management Cease Trade Order
--------------------------------------------------------
Carpathian Gold Inc. is providing this second bi-weekly default
status report in accordance with National Policy 12-203 respecting
Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-
203"). On March 14, 2014, the Corporation announced (the "Default
Announcement") that, for the reasons set out in the Default
Announcement, the filing of the Corporation's audited annual
financial statements, related management's discussion and analysis
and accompanying CEO and CFO certifications for the financial year
ended December 31, 2013 (collectively, the "Required Filings")
would not be completed by the prescribed period for the filing of
such documents under Parts 4 and 5 of National Instrument 51-102
respecting Continuous Disclosure Obligations and pursuant to
National Instrument 52-109 respecting Certification of Disclosure
in Issuer's Annual and Interim Filings, namely within 90 days of
the year-end, being March 31, 2014.

As a result of this delay in the filing of the Required Filings,
the Ontario Securities Commission (the "OSC") issued a management
cease trade order (the "MCTO") on April 16, 2014 against the
Corporation's Chief Executive Officer and Chief Financial Officer,
as opposed to a general cease trade order against the Corporation.
The MCTO prohibits all trading in securities of the Corporation,
whether directly or indirectly, by the Corporation's Chief
Executive Officer and Chief Financial Officer until two full
business days following receipt by the OSC of the Required
Filings. The MCTO does not affect the ability of shareholders who
are not insiders of the Corporation to trade their securities.
However, the applicable Canadian securities regulatory authorities
could determine, in their discretion, that it would be appropriate
to issue a general cease trade order against the Corporation
affecting all of the securities of the Corporation.

Carpathian's Board of Directors and management confirm that they
are working expeditiously to meet the Corporation's obligations
relating to the filing of the Required Filings no later than May
30, 2014.

Pursuant to the provisions of the alternative information
guidelines specified in Section 4.4 of NP 12-203, the Corporation
reports that since the Default Announcement:

        --  There have been no material changes to the information
contained in the Default Announcement;

        --  There have been no failures by the Corporation to
fulfil its stated intentions with respect to satisfying the
provisions of the alternative reporting guidelines;

        --  There has not been, nor is there anticipated to be,
any specified default subsequent to the default which is the
subject of the Default Announcement; and

        --  There is no other material information respecting the
Corporation's affairs that has not been generally disclosed.

Until the Required Filings have been filed, the Corporation
intends to continue to satisfy the provisions of the alternative
information guidelines specified in Section 4.4 of NP 12-203 by
issuing bi-weekly default status reports in the form of further
press releases, which will also be filed on SEDAR.  The
Corporation would file, to the extent applicable, its next default
status report on or about May 15, 2014.

Should Carpathian fail to file the Required Filings by May 30,
2014 or fail to provide bi-weekly status reports in accordance
with NP 12-203, the OSC can impose a cease trade order on
Carpathian, such that all trading in securities of the Corporation
cease for such period as the OSC may deem appropriate.

                         About Carpathian

Carpathian is an exploration and development company whose primary
business interest is developing near-term gold production at its
100% owned Riacho dos Machados Gold Project in Brazil.  In
addition, it is also focussed on advancing its exploration and
development plans on its 100% owned Rovina Valley Au-Cu Project
located in Romania.


CATALENT PHARMA: S&P Raises Rating on Secured Facilities to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Somerset, N.J.-based Catalent Pharma Solutions Inc.'s
proposed senior secured credit facilities, with a '2' recovery
rating, indicating S&P's expectation for substantial (70%-
90%)recovery in the event of payment default.  S&P affirmed all
other ratings, including the 'B+' corporate credit rating.  The
outlook is stable.

"Our ratings on Catalent reflect the company's "highly leveraged"
financial risk profile, characterized by leverage that we expect
to remain around 7x and funds from operations (FFO) to total debt
that we expect to remain in the high-single digits," said credit
analyst Shannan Murphy.  "Our ratings also reflect Catelent's
"satisfactory" business risk profile, which considers the
company's industry-leading position in the heavily regulated
outsourced pharmaceutical manufacturing space, its diverse service
offering, its well-diversified customer base, and long-term
contractual agreements that support business stability.  In
addition, it reflects S&P's view that the heavily regulated nature
of the business provides a meaningful barrier to entry,
benefitting existing market participants like Catalent."

The stable outlook reflects S&P's belief that growth in key end
markets will continue to grow at a low- to mid-single-digit pace.
S&P's stable rating outlook also reflects its belief that while
deleveraging from a likely IPO is a credit-positive event, the
size and timing of any public offering are still uncertain.

Downside scenario

Catalent has substantial liquidity and its debt lacks financial
covenants; for this reason, a downgrade is unlikely if weak
operating performance resulted in higher leverage but not negative
free cash flow.  S&P would consider a lower rating in the unlikely
event that an unforeseen quality issue results in contract losses
and a diminished ability to compete for new work, which would
likely prompt a revision of S&P's business risk assessment.

Upside scenario

S&P would consider an upgrade if Catalent is able to sustain debt
leverage below 5x.  In S&P's view, this would require at least
$700 million in debt repayment from IPO proceeds and, equally
importantly, a commitment to a financial policy that restrains
spending on acquisitions and growth objectives to levels
consistent with maintaining leverage below 5x.  Given
consolidation opportunities in the pharmaceutical contract
services industry, S&P views this as unlikely.


CETERA FINANCIAL: S&P Withdraws 'B+' ICR at Company's Request
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B+'
issuer credit rating on Cetera Financial Group Inc. and its 'B+'
issue rating on the company's senior secured term loan and
revolving credit facility, at the company's request.

On April 29, 2014, RCS Capital Corp. announced that it closed its
acquisition of Cetera Financial Group, which RCS purchased from
affiliates of Lightyear Capital for $1.15 billion in cash.  Cetera
and its subsidiaries have become part of RCS Capital Corp.'s
retail advice platform.  Because all existing debt at Cetera has
been paid off upon deal closing, the company requested to withdraw
the ratings.

"Our 'B+' ratings on Cetera reflected the firm's aggressive
financial management, including a considerable debt burden and
negative tangible equity, as well as integration risk because of
several recent acquisitions," said Standard & Poor's credit
analyst Olga Roman.  Although these acquisitions enabled Cetera to
quickly gain scale and become one of the largest independent
brokers, S&P views negatively its limited track record operating
as an independent firm, rapid growth, and still relatively small
size in the highly competitive U.S. brokerage business.  S&P
believes that favorable growth trends in the U.S. independent
financial advisory industry and the firm's variable cost structure
and limited balance sheet risk only partially offset these
weaknesses.


CLEAREDGE POWER: Section 341(a) Meeting Scheduled for June 4
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of ClearEdge Power
Inc. will be held on June 4, 2014, at 9:30 a.m. at San Jose Room
268.  Proofs of claim are due by Sept. 2, 2014.

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

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

A separate Section 341 meeting of creditors will be held in the
bankruptcy case of ClearEdge Power, LLC, on May, 21, 2014, at
10:30 a.m. at San Jose Room 268.  Creditors have until Aug. 19,
2014, to submit their proofs of claim.

Another meeting of creditors is set on May 28, 2014, at 10:30 a.m.
at San Jose Room 268 in the bankruptcy case of ClearEdge Power
International Service, LLC.  Proofs of claim are due by
Aug. 26, 2014.

ClearEdge Power Inc., ClearEdge Power, LLC, and ClearEdge Power
International Service, LLC, filed separate Chapter 11 bankruptcy
petitions (Bankr. N.D. Calif. Lead Case No. 14-51955) on May 1,
2014.  The three cases are jointly administered.  ClearEdge Power
Inc. estimated assets of $100 million to $500 million and
liabilities of $100 million to $500 million.  The Debtors are
represented by John Walshe Murray, Esq., at Dorsey and Whitney
LLP, as counsel.  David B. Wright signed the petition as chief
executive officer.


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

      Debtor                                      Case No.
      ------                                      --------
      ClearEdge Power Inc.                        14-51955
      920 Thompson Place, Suite 100
      Sunnyvale, CA 94085

      ClearEdge Power, LLC                        14-51956
      195 Governor's Highway
      South Windsor, CT 06074

      ClearEdge Power International Service, LLC  14-51960
      195 Governor's Highway
      South Windsor, CT 06074

Type of Business: Designs, manufactures, sells and services
                  distributed generation fuel cell systems for
                  commercial, industrial, utility and residential
                  applications.

Chapter 11 Petition Date: May 1, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Charles Novack (14-51955)
       Hon. Stephen L. Johnson (14-51956)
       Hon. Arthur S. Weissbrodt (14-51960)

Debtor's Counsel: John Walshe Murray, Esq.
                  DORSEY AND WHITNEY LLP
                  305 Lytton Ave,
                  Palo Alto, CA 94301
                  Tel: (650) 857-1717
                  Email: Murray.John@Dorsey.com

Lead Debtor's Estimated Assets: $100 million to $500 million

Lead Debtor's Estimated Debts: $100 million to $500 million

The petition was signed by David B. Wright, chief executive
officer.

List of ClearEdge Power, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Metro Mold and Design LLC                             $3,195,872
20600 County Road 81
Rogers, MN 55374
Dean Miller
dean.miller@metrolmold.com
Tim Holland, President
Tel: 612-845-5721
tim.holland@metromold.com

ABB Inc.                                              $2,464,698
10300 Henri Bourassa West
St-Laurent, QU H4S 1N6
Chris Poynter
VP and General Manager
Tel: 514-603-8052
chris.j.poynter@ca.abb.com

B-G Mechanical Service Inc.                           $2,043,065
6 Second Avenue
Chicopee, MA 01020
Doug Beck
David Gernux, President
Tel: 413-626-0040, 413-592-5300
DGernux@BGMechanical.com

Advantech Industries Inc.                             $1,555,784
3850 Buffalo Road
Rochester, NY 14624
Athena Smith
James M. Gizzi, President
Tel: 585-247-0701 Ext. 248
Athena@advantechindustries.com

Johnson Matthey Fuel Cells-                           $1,161,816
Swindon, UK
Lydiard Fields
Great Western Way
Swindon, SN5 8AT
Jack Frost, Director
Tel: UK +44 (0) 1793-755613
Email: frostjc@matthey.com

Hess Corporation                                        $774,047
One Hess Plaza
Woodbridge, NJ 07095
Jonathan Rowe, Account Manager
Tel: 401-580-1568
Email: jonathan.rowe@directenergy.com;
       jvaschak@hess.com

H.M. Hughes Co., Inc.                                   $599,863
323 East 65Th Street
New York, NY 10065
Jeffrey Massina
Tel: 212-772-7790
Email:  Jmm@hmhughes.com

Toray Composite America Inc.                            $567,575
19002 50th Avenue E
Tacoma , WA 98446

Belcan Services Group                                   $548,379
10200 Anderson Way
Cincinnati, OH 45242
Maryanne Vesce
Tel: 860-683-5547
mvesce@belcan.com

Data 2 Logistics, LLC                                   $540,369
PO Box 61050
Fort Myers, FL 33906
Donnie Thomas
Tel: 239-425-8052
Donnie.Thomas@Data2Logistics.com

AIC S.A.                                                $465,430
Rdestowa 41
Gdynia, 81-577
Jacek Kozlowski, Sales Manager
Poland Ph. 48 (58) 785-61-64
j.kozlowski@myaic.com

Croll Reynolds Co. Inc.                                 $404,942
Six Campus Drive
Maple Plaza Ii
Parsippany, NJ 07054
Henry E. Hage
Tel: 908-232-4200 Ext. 109
hhage@croll.com

SGL Carbon Corp.                                        $366,000
900 Theresia St.
St Marys, PA 15857

Allegheny Bradford Corp.                                $343,804
1522 South Avenue
Lewis Run, PA 16738
Rob Denning, Account Manager
Tel: 814-362-2590 Ext. 265
rdenning@alleghenybradford.com

Aerotek Commercial Staffing                             $289,256
PO Box 198531
Atlanta, GA 30384-8531
Tel: 866-466-0420 Ext. 35285

The Bernd Group Inc.                                    $276,827
PO Box 2245
Dunedin, FL 34697
Dorene Jones
Pilar Bernd, President
Tel: 800-346-8335
Pilar Ph. 727-736-2288
rraccounting@berndgroup.com;
pilar@berndgroup.com

CDW Computer Centers Inc.                               $272,477
200 N Milwaukee Ave
Vernon Hills, IL 60061
Metta Moseley
Tel: 847-371-2225
armemos@cdw.com

Schneider Electric Inc. USA                             $271,098
1415 S. Roselle Rd.
Palatine, IL 60067

Duyck Machine Inc.                                      $255,195
Attn.: Andy Duyck
4200 Nw Visitation Rd.
Forest Grove, OR 97116

Fedex                                                   $234,429
PO Box 7221
Pasadena, CA 91109-7321


COMMUNITYONE BANCORP: Earns $1.3 Million in First Quarter
---------------------------------------------------------
CommunityOne Bancorp reported net income of $1.27 million on
$17.92 million of total interest income for the quarter ended
March 31, 2014, as compared with a net loss of $4.59 million on
$18.07 million of total interest income for the same period in
2013.

As of March 31, 2014, the Company had $2 billion in total assets,
$1.92 billion in total liabilities and $85.33 million in total
shareholders' equity.

"We made solid progress during the quarter in achieving the four
key goals we established for 2014," said Brian Simpson, CEO.
"Both loan and deposit growth were broad based and slightly ahead
of plan, non-interest expenses were down year over year even
though we are investing in strategic initiatives, and asset
quality improvements were ahead of schedule with nearly no credit
cost."

"We are pleased with our performance and continue to see
increasing opportunities in all our businesses," said Bob Reid,
president.  "Our current customer base is beginning to experience
growth and we have been successful in converting prospects to new
customers.  New business pipelines are strong; with our mortgage
business continuing to perform well and making the appropriate
adjustments to accommodate the shift from high refinance activity
to more of a purchase-oriented market."

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

                        http://is.gd/qnkCbY

                         About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

CommunityOne Bancorp incurred a net loss of $1.48 million in 2013,
a net loss of $40 million in 2012 and a $137.31 million net loss
in 2011.


CONSUMER SPECIALTIES: A.M. Best Affirms B Finc'l. Strength Rating
-----------------------------------------------------------------
On May 1, 2014, A.M. Best affirmed the financial strength rating
of B (Fair) and issuer credit rating of "bb+" of Consumer
Specialties Insurance Company (RRG) (CSI) (Barre, VT).  The
outlook for both ratings is stable.  Subsequently, A.M. Best has
withdrawn the ratings due to management's request to no longer
participate in A.M. Best's interactive rating process.


COTTONWOOD ESTATE: Can Hire Miller Guymon as Counsel
----------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah authorized Cottonwood Estates Development LLC to
employ Miller Guymon, P.C. as counsel.

As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Debtor required Miller Guymon to:

   (a) advise the Debtor of its rights, powers and duties as
       Debtor and debtor in possession;

   (b) assist the Debtor in taking necessary actions to protect
       and preserve the estate of the Debtor, including
       prosecution of actions on the Debtor's behalf, the defense
       of actions commenced against the Debtor, negotiation of
       disputes in which the Debtor is involved, and the
       preparation of objections of claims filed against the
       estate;

   (c) assist in preparing, on behalf of the Debtor, all necessary
       motions, applications answers, orders, reports, and papers
       in connection with the administration of the Debtor's
       estate;

   (d) assist in presenting, on behalf of the Debtor, the Debtor's
       proposed plan of reorganization and all related
       transactions and any related revisions, amendments, etc.;
       and

   (e) perform all other necessary legal services in connection
       with the Chapter 11 case.

Miller Guymon has received a $66,632.48 retainer, from which it
used $1,213 to pay the Chapter 11 filing fee, resulting in a
remaining retainer of $65,419.48, which the firm will hold in its
retainer trust account and use to pay any fees or costs until
after receiving approval from the Court through the customary fee
application process.

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

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

Miller Guymon can be reached at:

       James W. Anderson, Esq.
       MILLER GUYMON, P.C.
       165 Regent Street
       Salt Lake City, UT
       Tel: (801) 363-5600
       Fax: (801) 363-5601
       E-mail: anderson@millerguymon.com

                     About Cottonwood Estates

Cottonwood Estates Development, LLC's primary asset is a real
estate project located in Big Cottonwood Canyon, Salt Lake County,
Utah, referred to as the Tavaci Project.  The Tavaci Projects
consists of 39 single family residence lots which are finished and
ready for construction of homes thereon.  Four lots were sold
before the bankruptcy filing.

Cottonwood Estates filed a Chapter 11 bankruptcy petition (Bankr.
D. Utah Case No. 13-34298) on Dec. 30, 2013, in Salt Lake City,
Utah.  The Debtor estimated up to $50 million in both assets and
debts.

The Debtor has tapped Miller Guymon, PC, in Salt Lake City, as
bankruptcy counsel, Parr Brown Gee & Loveless as special counsel
for real estate transaction matters, J. Philip Cook as appraiser,
and Daines Goodwin as accountant.


CROFTON L & D: Case Summary & 12 Unsecured Creditors
----------------------------------------------------
Debtor: Crofton L & D Meats Holdings, LLC
        10250 Woodberry Rd.
        Tampa, FL 33619

Case No.: 14-05033

Chapter 11 Petition Date: May 1, 2014

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

Judge: Hon. Catherine Peek McEwen

Debtor's Counsel: Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER PA
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Fax: 813-229-1811
                  Email: sstichter.ecf@srbp.com

                     - and -

                  Amy Denton Harris, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER PA
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: aharris.ecf@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kevin D. Crofton, manager.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-5033.pdf


DR. BOTT: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: Dr. Bott LLC
                9730 SW Hillman Ct, Ste 600
                Wilsonville, OR 97070

Case Number: 14-32565

Involuntary Chapter 11 Petition Date: May 1, 2014

Court: United States Bankruptcy Court
       District of Oregon

Petitioners' Counsel: Justin D Leonard
                      111 SW Columbia, Ste 1100
                      Portland, OR 97201
                      Tel: (971) 634-0192
                      Email: jleonard@ml-llp.com

Alleged Debtor's petitioners:

  Petitioners                Nature of Claim  Claim Amount
  -----------                ---------------  ------------
Baltic Latvian Universal     Account Payable    $460,025
Electronics, LLC
   dba Blue Microphones

Design Pool Limited          Account Payable    $267,268
   dba Native Union

iStabilizer, LLC             Account Payable     $60,257

MarBlue                      Account Payable     $99,198


EASTMAN KODAK: Streamlines Hundreds of Preference Suits
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization plan of Eastman Kodak Co., which
became effective in September, created a trust to file lawsuits to
generate cash for creditors.

According to the report, to kick off the process, the creditors'
trust sent almost 1,000 demand letters in November telling former
suppliers they would be sued unless they voluntarily gave back so-
called preferences, payments received within 90 days of
bankruptcy.  The trustee followed with lawsuits in January.

On April 3, the trust had the bankruptcy court in Manhattan
approve procedures to forestall filings that would otherwise
deluge the bankruptcy court with papers in the preference suits,
the report related.  Mr. Rochelle said the judge set up mediation
procedures, which, among other things, provide that so as a
mediation doesn't conclude without a settlement, a preference
defendant isn't required to file an answer in a lawsuit.

The trust and the defendant will share the mediator's costs, the
report related.  For suits with less than $25,000 at issue, the
shared cost is $1,000. The price rises on a sliding scale until it
reached $3,000 for alleged preferences over $500,000.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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

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

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


EASY LIFE FURNITURE: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Easy Life Furniture Inc.
        6101 Knott Avenue
        Buena Park, CA 90620

Case No.: 14-12713

Chapter 11 Petition Date: May 1, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Catherine E. Bauer

Debtor's Counsel: Ori Katz, Esq.
                  SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
                  4 Embarcadero Ctr 17th Fl
                  San Francisco, CA 94111
                  Tel: 415-774-3238
                  Fax: 415-434-3947
                  Email: okatz@sheppardmullin.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Jimmy Hsieh, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-12713.pdf


EMERALD SQUARE: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: Emerald Square LLC
        911 N. Amphlett Blvd.
        San Mateo, CA 94401

Case No.: 14-30691

Chapter 11 Petition Date: May 2, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hon. Hannah L. Blumenstiel

Debtor's Counsel: Darya Sara Druch, Esq.
                  LAW OFFICES OF DARYA SARA DRUCH
                  1 Kaiser Plaza #480
                  Oakland, CA 94612
                  Tel: (510)465-1788
                  Email: ecf@daryalaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Monica Hujazi, managing member.

The Debtor listed Monica Hujazi as its largest unsecured creditor
holding a claim of $100,000.


ENDO HEALTH: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Endo Health
Solutions, Inc. and related entities (collectively "Endo")
including the Ba3 Corporate Family Rating, the Ba3-PD Probability
of Default Rating, the Ba1 senior secured rating and the B1 senior
unsecured rating. The rating outlook remains negative.

This action follows the announcement that Endo increased its
litigation accruals for mesh litigation by $625 million in
conjunction with reaching agreements in principle with plaintiff
attorneys to settle approximately 20,000 cases.

The development is credit negative because of the large cash
outflows that will ensue over the next few years. However, the
agreements represent significant progress towards gaining
resolution of Endo's liabilities. The ultimate costs could still
exceed the roughly $1.1 billion that Endo has accrued to date.

Ratings affirmed (some with LGD point estimate revisions):

Endo Health Solutions, Inc.

  Ba3 Corporate Family Rating

  Ba3-PD Probability of Default Rating

  B1 (LGD5, 74%) senior unsecured notes due 2019, 2020 and 2022

  SGL-2 Speculative Grade Liquidity Rating

Endo Luxembourg Finance I Company S.a.r.l.

  Ba1 (LGD2, 19%) senior secured Term Loan A, Term Loan B and
  revolving credit facility

Endo Finance Co.:

  B1 (LGD5, 74%) senior unsecured notes due 2022

Ratings Rationale

Endo's Ba3 Corporate Family Rating reflects its modest size and
scale relative to larger pharmaceutical peers, partially offset by
the company's solid market positioning as a niche player in the
pain and urology markets and by its revenue diversity across
branded drugs, generic drugs and medical devices. Endo's expertise
in pain drugs and its good compliance with US Drug Enforcement
Agency (DEA) regulations act as high barriers to entry, also a
credit strength. The company faces a significant challenge
reviving top-line growth because of generic pressures affecting
two branded franchises (Lidoderm and Opana ER) and softness in
medical procedure volumes. Amidst these pressures, Endo is
undergoing cost reduction initiatives and external business
development. Thus far, these efforts have led to the recent
acquisition of Paladin Labs and the incorporation of a new parent
holding company in Dublin, Ireland. The acquisition and Ireland
incorporation will generate an international platform for growth,
expense synergies, and tax savings. While business development
continues, Endo also faces substantial cash outflows related to
surgical mesh implants. Although there are many variables, the Ba3
Corporate Family Rating envisions a variety of scenarios in which
debt/EBITDA is sustained within a range of 3.0 to 4.0 times.

The rating outlook is negative. Mesh-related litigation outflows
will constrain Endo's cash flow at a time when Lidoderm sales are
declining and debt may rise in support of business development.
Further, mesh litigation costs could exceed those that Endo is
estimating in its accruals.

Although not expected in the near term, Moody's could upgrade
Endo's ratings if the company substantially increases its size,
scale and diversification and makes further progress resolving
litigation while sustaining conservative credit metrics including
gross debt/EBITDA below 3.0 times. Conversely, Moody's could
downgrade Endo's ratings if gross debt/EBITDA is sustained above
4.0 times. This scenario could occur if Endo performs debt-
financed M&A, faces higher-than-expected litigation cash outflows,
or suffers operating setbacks on products like Lidoderm or Opana
ER.

Headquartered in Malvern, Pennsylvania, Endo Health Solutions is
a, specialty healthcare company offering branded and generic
pharmaceuticals, medical devices and services. The company is a
subsidiary of Endo International plc, headquartered in Dublin,
Ireland. Endo's key areas of focus include pain management,
urology, oncology and endocrinology. In 2013 Endo reported net
revenues of approximately $2.6 billion.


ENERGY FUTURE: Faces Opposition to Restructuring Strategy
---------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Energy Future Holdings Corp. weathered its debut bankruptcy-court
hearing on May 1, clearing a few essential early motions at a
session that made it apparent the energy company faces opposition
to its restructuring strategy.

According to the report, Judge Christopher Sontchi granted interim
approval to measures that allow the Texas power-seller to move
ahead on two of three multibillion-dollar bankruptcy finance
packages as it attempts to gather support for a restructuring that
will split the company in two, and drop tens of billions of
dollars of debt from its balance sheet.

One of the largest bankruptcies on record, Energy Future's Chapter
11 debut played to three packed courtrooms in the U.S. Bankruptcy
Court in Wilmington, Del., the Journal related.  The company is
targeting a bankruptcy exit within a year, but the consensus it
attempted to forge in months of negotiations remains out of reach.

Hearings are slated to continue on May 2, in a bankruptcy that was
billed as a consensual arrangement but is shaping into a
battleground, with investors in $42 billion worth of debt
jockeying for position, the Journal further related.

A minority of top-ranking lenders have signed on to a pact
pledging them to support the restructuring, the Journal said.  "We
expect that number to grow significantly over the next weeks and
months," Energy Future lawyer Edward Sassower said on Thursday.
The company refuted allegations it steered the restructuring talks
to benefit favored creditor constituencies at the expense of
others.

         Energy Future Ch. 11 Likely to Remain in Delaware

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that EFH's reorganization is likely to remain in
Delaware, judging by comments from law professors and initial
statements by regulators in Texas, where the power company?s
operations and customers are located.

Mr. Rochelle pointed out that within minutes of the Chapter 11
filing on April 29, second-lien noteholders asked the Wilmington
judge to send Dallas-based Energy Future?s case to a court in
Texas, where power producer Mirant Corp. was reorganized under a
plan that preserved equity for stockholders.  The noteholders
argued that the incorporation of a company unit in Delaware wasn?t
enough to warrant keeping the bankruptcy there, Mr. Rochelle
added.

Jay Westbrook, who teaches bankruptcy at the University of Texas
School of Law told Mr. Rochelle in an interview that the Energy
Future case is a financial reorganization, and that?s a reason for
keeping it in Delaware.  Still, ?it?s a classic case that doesn?t
belong in Delaware,? said Westbrook.

Stephen J. Lubben, a corporate finance and bankruptcy specialist
at Seton Hall University School of Law in New Jersey, seconded
Westbrook?s analysis, the Bloomberg report said.  Lubben told
Bloomberg that keeping the case in Delaware may depend on whether
Texas regulators, the U.S. Trustee or another major creditor seeks
to move it to Texas. He published an article in the New York Times
Dealbook commenting on the venue issue.

           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: Reports $2.3 Billion Net Loss in 2013
----------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.32 billion on $5.89 billion of operating revenues
for the year ended Dec. 31, 2013, as compared with a net loss of
$3.36 billion on $5.63 billion of operating revenues in 2012.
The Company incurred a net loss of $1.91 billion in 2011.

As of Dec. 31, 2013, the Company had $36.44 billion in total
assets, $49.70 billion in total liabilities and a $13.25 billion
total deficit.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
EFH Corp. is in default of certain covenants contained in its debt
agreements and does not expect to be able to settle all its
obligations coming due within the next twelve months and on
April 29, 2014, Energy Future Holdings Corp. and the substantial
majority of its subsidiaries, excluding Oncor Electric Delivery
Holdings Company LLC and its subsidiaries, filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code.

"These circumstances and uncertainties inherent in the bankruptcy
proceedings raise substantial doubt about EFH Corp.'s ability to
continue as a going concern," the auditors said.

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

                         http://is.gd/du41kr

             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.

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 and its local counsel is
Richards, Layton & Finger, P.A.  Filsinger Energy Partners, Inc.,
acts as the Debtors' energy consultant, Deloitte & Touche LLP
serves as the Debtors' independent auditor, KPMG is the Debtors'
tax advisor.  The Debtors' compensation consultant is Towers
Watson & Co.  PricewaterhouseCoopers serves as the Debtors'
internal auditing advisor and Ernst & Young LLP serves as the
Debtors' tax auditing advisor.

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/


ESSAR STEEL: S&P Assigns Prelim. 'CCC-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'CCC-' corporate credit rating to U.S.-based Essar
Steel Minnesota LLC and placed the rating on CreditWatch with
developing implications.

At the same time, S&P assigned a preliminary 'CCC+' issue rating
to the company's proposed $450 million senior secured notes, with
a preliminary '4' recovery rating, indicating its expectations of
an average (30%-50%) recovery in a payment default scenario.

The ratings on Essar Steel Minnesota reflect S&P's view that the
company's obligations are currently vulnerable to nonpayment and
that the company is dependent on favorable business, financial,
and economic conditions to meets its financial commitments.  In
S&P's opinion, predominant risks are high debt levels and
uncertainties with regard to financing and project completion.
The ratings also reflect S&P's view of business risk as
"vulnerable" and financial risk as "highly leveraged."  S&P's
Group Rating Methodology did not affect the final rating outcome
because we do not ascribe support from ultimate parent Essar
Global Fund Limited.

The proposed financing includes interest reserves for the proposed
notes and additional interest reserves for future interest
payments for the project finance debt and the EPIL Supplier Credit
Facility through the later of two years after the proceeds of the
notes are released from escrow on June 30, 2016.

"The CreditWatch placement reflects the potential for a downgrade
within the next several months if the company's efforts to obtain
debt and equity financing are not successful," said Standard &
Poor's credit analyst Funmi Afonja.  "In our opinion, project
delays resulting from this scenario would impair the company's
ability to meet its construction timeline and fulfill its
obligations under the ArcelorMittal offtake contract.  We
anticipate that we would raise the corporate credit rating to
'CCC+' if the financings are achieved because near-term funding
risks will have been alleviated.  Still, longer-term risks
associated with very high leverage, project risk, and
counterparties are likely to remain."


EVENT RENTALS: Court Approves Apollo Acquisition
------------------------------------------------
Classic Party Rentals on May 1 disclosed that the United States
Bankruptcy Court for the District of Delaware has approved the
acquisition of substantially all of the business of Event Rentals,
Inc. and its subsidiaries, d/b/a Classic Party Rentals, by funds
managed by Apollo Global Management, LLC.

Upon completion of the transaction, Classic will be financially
and operationally stronger -- with more extensive product and
service capabilities and outstanding customer service.  Classic
continues to expect the transaction will close by the end of May.

"We are extremely pleased to have received the Court's approval,
which underscores our belief that Classic's sale to Apollo is in
the best interest of all of our stakeholders and puts the Company
in a terrific position to continue to lead the U.S. event services
industry," said Jeff Black, Classic Party Rental's President and
Chief Executive Officer.  "We continue to see Apollo as a powerful
partner for Classic and believe that their support helps pave the
way for a financially-stronger Classic to provide our premier
service, refreshed inventory and even more innovative events for
our customers.  We remain confident that Classic has a very bright
future ahead."

As previously announced, on April 21, 2014, Apollo submitted the
winning offer to acquire substantially all of Classic's business,
as part of the Company's court-supervised auction process under
Section 363 of the Bankruptcy Code.  Initially, a newly
established entity owned by the Company's current lenders had been
named on February 14, 2014, as the stalking horse bidder, when
Classic filed voluntary petitions for relief under chapter 11 of
the United States Bankruptcy Code.  Classic then completed a
marketing process to seek the highest and best offer to acquire
its business in accordance with the bid procedures approved by the
court, and Apollo's competitive offer emerged as the winning bid.

Classic Party Rental's vendors and clients can access additional
information about the Company's sale transaction and Chapter 11
filing on its dedicated website, www.ClassicTransaction.com

The Company also has established a vendor and customer support
center, which may be reached at 877-759-8814 (toll-free), 424-236-
7261 (outside of the U.S. or Canada).

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

                         About Event Rentals

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

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

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

The Debtors have tapped Jeffrey M. Schlerf, Esq., and John H.
Strock, Esq., at Fox Rothschild LLP as local counsel; John K.
Cunningham, Esq., and Craig H. Averch, Esq., at White & Case LLP
as bankruptcy counsel; Jefferies LLC as financial advisor; and
Kurtzman Carson Consultants LLC as claims and noticing agent.

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

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

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

The Debtors disclosed that funds managed by Apollo Global
Management, LLC submitted the winning offer to acquire
substantially all of the Debtors' business at the April 21, 2014
auction.


EXPERT GLOBAL: S&P Puts 'B-' Ratings on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Expert Global Solutions LLC (EGS) on CreditWatch with negative
implications.  This includes S&P's issuer credit rating of 'B-'
and its first- and second-lien senior secured ratings of 'B-' and
'CCC', respectively.

"The CreditWatch with negative implications placement reflects the
high likelihood that we could lower our ratings on the company
during the covenant waiver period, which ends on June 28, 2014,"
said Standard & Poor's credit analyst Kevin Cole.

Despite the significant deterioration in the company's cash flow
and financial metrics, S&P is not lowering its ratings at this
point because it believes there is a small, but not insignificant,
chance that the company's credit profile will improve and still
warrant the current rating if it can take strategic actions to
improve its credit profile.

Lower-than-expected volumes within the collections industry,
combined with adverse regulatory challenges, have caused EGS to
report weakened operating results since its recapitalization and
acquisition of APAC Customer Services Inc. in April 2012.  The
company amended its debt covenants in early 2013 and--only a year
later--will likely need to amend its covenants again by the end of
the waiver period.

"We plan to resolve the CreditWatch placement by the end of the
two-month waiver period once we know whether EGS will be able to
renegotiate its less-restrictive financial covenants and take
actions to improve its credit profile," said Mr. Cole.

S&P will likely lower its ratings on EGS by one notch if it
believes that the company's negative performance will persist,
even if it renegotiates its covenants.  S&P would likely lower the
rating by multiple notches if we believe that the company's
creditors could force it into default rather than renegotiate its
covenants.

If the company is able to improve its credit profile, renegotiate
its covenants with adequate headroom, and its early 2014
performance exceeds S&P's expectations, it could remove the
CreditWatch and affirm the ratings.


FENWAY PARTNERS: Raises Small Sum for Single Deal
-------------------------------------------------
Michael Wursthorn, writing for Daily Bankruptcy Review, reported
that despite not having closed a platform purchase in roughly four
years, Fenway Partners has taken a step toward striking an
acquisition.  The report recalled that late last year, the New
York firm, once a midmarket buyout powerhouse in the 1990s, raised
$11.3 million through a vehicle known as Fenway HTM Partners LLC.


FIBRIA OVERSEAS: Moody's Rates New $500MM Unsecured Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 foreign currency
rating to the proposed USD 500 million senior unsecured notes due
2024 issued by Fibria Overseas Finance Ltd and fully and
unconditionally guaranteed by Fibria Celulose S.A. Proceeds will
be used to prepay part of the company's outstanding notes due 2021
and to reduce gross debt. The ratings outlook is positive.

The rating of the proposed notes assumes that the final
transaction documents will not be materially different from draft
legal documentation reviewed by Moody's to date and assume that
these agreements are legally valid, binding and enforceable.

Rating assigned:

Issuer: Fibria Overseas Finance Limited

  USD500 million in senior unsecured notes due 2024: Ba1

Ratings unchanged:

Issuer: Fibria Celulose S.A.

  Corporate Family Rating: Ba1

Issuer: Fibria Overseas Finance Limited

USD63 million notes due 2019: Ba1

USD549 million notes due 2021: Ba1

The outlook for all ratings is positive.

Ratings Rationale

Fibria's Ba1 rating reflects its leading position as the largest
producer of market pulp in the world and its competitive
production costs, which are among the lowest worldwide based on
structural advantages in Brazil relative to international peers.
Such competitive cost base has supported healthy operating
margins, and Fibria's financial discipline with regard to capital
expenditures and shareholder distribution allowed for material
free cash flow generation in the past three years, most of which
was directed to gross debt reduction. In addition to its own cash
generation, Fibria has achieved substantial debt reduction through
liquidity events, including asset sales and an equity offer. More
recently, in November 2013, the company entered into a land sale
transaction for a total amount of BRL 1.65 billion, of which BRL
500 million was received by the end of the year and BRL 883
million in 1Q14 and the remaining BRL 20 million is expected to be
received in 2Q14, totaling BRL 1.4 billion (USD 599 million). The
transaction also includes BRL 250 million in additional proceeds,
subject to gains in land value to be measured in 7, 14 and 21
years. The majority of these proceeds was directed to prepay its
2020 notes (USD 690 million) in March 2014.

The proposed USD 500 million bond issuance is part of Fibria's
liability management process and will not affect its leverage
metrics in the mid-term as most of the net proceeds will be used
to pay down debt coming due and to prepay part of the 2021 notes
outstanding. Besides reducing absolute debt levels, the recent
2020 bond pre-payment and the proposed tender for the 2021 notes
will together result in lower annual interest expenses of about
USD 57 million, contributing to a stronger free cash flow
generation. Overall, the deleverage strategy increases Fibria's
financial flexibility to pursue its expansion plans either through
organic growth or M&A, despite the potentially weaker pulp prices,
as approximately 4.1 million of additional hardwood pulp capacity
hits the market during 2014 and 2015.

The Ba1 rating also incorporates the benefit from the ownership
(29.4% of total common shares) and expected support from
Votorantim Participacoes (Baa3; positive outlook) due to existing
cross acceleration provisions in part of its outstanding debt.
Conversely, Fibria's low product diversity given its full exposure
to pulp and its relative small size when compared with global
industry peers as measured by net revenues are constraining
factors for its rating.

The positive outlook reflects Moody's expectations that Fibria's
leverage will decline even further over the next 12-18 months
backed by the depreciation of the Brazilian Real, which translates
into higher local currency pulp prices and offsets the impact of
potentially weaker international pulp prices in Fibria's cash
flow. The outlook also incorporates expectations that will
continue to manage its capex program and dividend distribution to
preserve its liquidity profile without increasing leverage.

The ratings could be upgraded if Fibria manages to reduce leverage
as measured by Total Adjusted Debt to Adjusted EBITDA approaching
3.0x (4.7x at the end of FY 2013) together with Retained Cash Flow
(defined as Funds From Operations less Dividends) less Capex to
Total Adjusted Debt above 12% on a consistent basis (14.9% at the
end of FY 2013).

Downgrade pressure on the ratings would result if Fibria is unable
to continue to deleverage, or experiences a deterioration in
liquidity. Also, a deterioration of Votorantim Participacoes'
(Baa3; positive outlook) credit quality could negatively impact
Fibria's ratings. A substantial increase in secured debt could
negatively affect the senior unsecured notes rating. Negative
rating pressure would also arise if Total Adjusted Debt to
Adjusted EBITDA stays above 4.5x consistently in the upcoming
quarters together with Retained Cash Flow (defined as Funds From
Operations less Dividends) less Capex to Total Adjusted Debt below
5% on a consistent basis and Adjusted EBITDA to Interest Expenses
below 2.5x (4.8x at the end of FY 2013) on a consistent basis. All
credit metrics are adjusted according to Moody's standard
adjustments and definitions.

Fibria Celulose S.A. ("Fibria") is the world's largest producer of
market pulp with annual production capacity of 5.3 million metric
tons. Fibria is a sole market pulp producer focused on the
international market. In the last twelve months ended December
2013, Fibria reported consolidated net revenues of BRL 6.9 billion
(USD 3.2 billion converted by the average foreign exchange rate
for the period), coming mostly from Europe (39%), North America
(28%), Asia (25%) and Latin America (8%).


FIRST DATA: Incurs $200.5 Million Net Loss in First Quarter
-----------------------------------------------------------
First Data Corporation reported a net loss attributable to the
Company of $200.5 million on $2.64 billion of revenues for the
three months ended March 31, 2014, as compared with a net loss of
$337.4 million on $2.59 billion of revenues for the same period in
2013.

As of March 31, 2014, the Company had $37.15 billion in total
assets, $35.61 billion in total liabilities, $70.6 million in
redeemable noncontrolling interest and $1.46 billion in total
equity.

"First Data delivered a very good quarter, generating double-digit
EBITDA growth with solid top line growth in International and
steadily improving results in Financial Services," said First Data
Chairman and CEO Frank Bisignano.  "We are winning in the
marketplace, and we are running the company better -- increasing
operating effectiveness and efficiency, resulting in better client
delivery and margin expansion across the business."

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

                        http://is.gd/jsjMUS

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Company of
$869.1 million in 2013, a net loss attributable to the Company of
$700.9 million in 2012 and a net loss attributable to the Company
of $516.1 million in 2011.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRSTENERGY CORP: Fitch Affirms 'BB+' IDR & Unsecured Debt Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed FirstEnergy Corporation's (FE) Issuer
Default Rating (IDR) and senior unsecured debt ratings at 'BB+'.
Fitch has also affirmed the ratings of FE's subsidiaries.

The Rating Outlook is Stable.

Fitch expects to withdraw its ratings on FE's subsidiaries at the
end of a 30-day period (around May 30, 2014) for business reasons.
Fitch will continue to rate FE's IDR and senior unsecured debt
ratings.

Key rating drivers for FE include:

-- The extended downturn in U.S. power prices and its adverse
   effect on operating profits;

-- Future rate case outcomes at FE's operating utilities;

-- High capex directed primarily toward utility and transmission
   operations;

-- Relatively stable electric utility operations and cash flows,
   but weakening credit metrics at Jersey Central Power & Light
   (JCP&L).

Low Power Prices

The ratings and Stable Outlook for FE reflect the prolonged
downturn in power prices driven by a surfeit of natural gas
supply, strong reserve margins and a sluggish economic recovery.
Low, albeit gradually improving, power prices are expected by
Fitch to continue to constrain margins and cash flows at FE's
merchant operations along with more stringent environmental rules.

Strategy and Restructuring

The ratings consider debt restructuring and asset transfers and
sales at FES, Supply and Allegheny Generation Company (AGC) with
affiliated utility, Monongahela Power Company (MP) and third
parties implemented in 2013.  Fitch also considers historic and
expected plant closures at FE and its efforts to reduce
environmental capex and operating costs.

In January 2014, FE announced a 35% common stock dividend
reduction to better align its payout with utility cash flows and
power market realities.  All else equal, the reduced dividend
should result in approximately $318 million of incremental
retained earnings to support FE's transmission investment
initiative.

Capex

FE's 2014 capex is targeted at $3.3 billion, 50% higher than the
$2.2 billion invested by the company in 2013.  The year-over-year
increase is driven primarily by a sharp uptick in transmission
investment to $1.35 billion (40% of total 2014 capex) from $495
million in 2013.

FE plans to invest approximately $4.2 billion in transmission
investments 2014 through 2017.  Transmission capex is expected to
improve FE system reliability and customer service initially
focusing on American Transmission System Inc.'s 69 kilovolt system
in Ohio and Trans-Allegheny Interstate Line Co. and moving across
the remainder of FE's regional footprint over time.

Future Rate Case Outcomes
Key rate case proceedings include final resolution of FE
subsidiary JCP&L's pending general rate case and storm cost
recovery proceeding and Monongahela Power Company's (MP) general
rate case filing.

Monongahela Power Company (MP)
In 2013, the West Virginia Public Service Commission (WVPSC)
approved a settlement agreement facilitating the transfer of the
Allegheny Energy Supply Company's (Supply) approximate 80%
ownership interest in the Harrison Generating Station to MP.

In adopting the settlement, the WVPSC also approved the transfer
of MP's approximate 20% ownership interest in the Pleasants
Generating Station to Supply.

In addition, the settlement authorized the implementation of a
temporary surcharge and required that MP file a rate case no later
than April 30, 2014.  MP filed the rate case.  Earlier this month,
the West Virginia Supreme Court upheld the WVPSC order approving
the asset transfer.

In a constructive development, the New Jersey Board of Public
Utilities (BPU) approved in March 2014 a settlement agreement
between JCP&L, the BPU and Division of Rate Counsel (DRC) in the
utility's storm cost proceeding.  The settlement authorizes
recovery of $736 million of JCP&L's $744 million of storm costs
relating to several storms that occurred in 2011 and 2012.
However, Fitch notes that details as to the timing of cost
recovery remain uncertain.

JCP&L filed its pending general rate case (GRC) in November 2012
supporting a $31.5 million rate increase based on a 2011 test year
and an 11.53% return on equity.  The BPU ordered JCP&L to file the
base rate case in July 2012.  Parties to the proceeding have filed
testimony supporting a rate decrease of more than $200 million.

Fitch has assumed no rate decrease in the JCP&L's pending GRC. An
unanticipated, adverse outcome in JCP&L's and/or MP's pending rate
cases could trigger future credit rating downgrades at FE.  Fitch
expects a final BPU decision in JCP&L's base rate case in July or
August 2014.

FE Utility Operations
FE's electric utility subsidiaries are primarily distribution
operating companies serving significant portions of Ohio,
Pennsylvania, New Jersey, Maryland and West Virginia.  The
utilities benefit from relatively low risk business profiles and
credit metrics that are generally consistent with the rating
categories.  Ohio, Pennsylvania and New Jersey account for
approximately 85% of FE's total 2013 electric distribution
deliveries.

Fitch expects management to invest significant capital in its
distribution and transmission businesses over the next several
years to enhance service quality and reliability.

FE's consolidated debt leverage is high, and Fitch estimates
adjusted leverage will weaken to 4.5x during 2014 - 2016.
Deterioration to 4.75x or worse would likely trigger future credit
rating downgrades.

Parent/Subsidiary Linkage
FE and its operating subsidiaries' ratings are closely linked in
accordance with Fitch criteria. IDR linkage reflects FE's reliance
on its operating subsidiary dividends to meet its financial
obligations, centrally managed operations and treasury functions
including money pools and sub-limits on revolving credit
agreements.

Liquidity
Fitch believes FE's consolidated liquidity position is solid. As
of Dec. 31, 2013, FE had approximately $2.9 billion of total
consolidated liquidity including $218 million of cash and cash
equivalents and $2.7 billion in unused facilities.

In addition to sub-limit borrowing under FE's credit facility,
FE's integrated and distribution utility subsidiaries also
participate in a money pool to meet their short-term working
capital requirements.

Rating Sensitivities

A rating upgrade at this juncture appears unlikely for FE and its
subsidiaries.  A credit rating downgrade could be triggered by:
lower than expected margins and volumes at FE's competitive
business; continued deterioration at JCP&L; an unsupportive final
decision in MP's pending GRC filing; an unexpected adverse
operating event at one of FE's nuclear or large coal-fired
generating units and/or a weakening of FE's leverage to 4.75 or
worse on a sustained basis.

Fitch has affirmed the following ratings:

FirstEnergy Corp.
-- IDR at 'BB+';
-- Senior unsecured debt at 'BB+';
-- Short-term IDR and commercial paper ratings at 'B'.

FirstEnergy Solutions
-- IDR at 'BB+';
-- Senior unsecured debt at 'BB+';
-- Short-term IDR and short-term debt ratings at 'B'.

Allegheny Energy Supply Co., LLC
-- IDR at 'BB+';
-- Senior unsecured debt and revenue bonds at 'BB+';
-- Short-term IDR at 'B'.

Allegheny Generating Co.
-- IDR at 'BBB';
-- Short-term IDR at 'B'.

Jersey Central Power & Light
-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB';
-- Short-term IDR and commercial paper at 'B'.

Ohio Edison Company
-- IDR at 'BBB-';
-- Senior secured debt at 'BBB+';
-- Senior unsecured debt and revenue bonds at 'BBB';
-- Short-term IDR and commercial paper at 'B'.

Pennsylvania Power Company
-- IDR at 'BBB-';
-- Senior secured debt at 'BBB+';
-- Short-term IDR at 'B';

Cleveland Electric Illuminating Co.
-- IDR at 'BB+';
-- Senior secured debt at 'BBB';
-- Senior unsecured debt at 'BBB-'.

Toledo Edison Company
-- IDR at 'BB+';
-- Senior secured debt at 'BBB'.

BVPS II Funding Corp.
-- Secured debt at 'BBB'.

Beaver Valley II Funding Corp.
-- Secured Debt at 'BBB'.

PNPP II Funding Corp.
-- Secured debt at 'BBB-'.

Pennsylvania Electric Company
-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB';
-- Short-term IDR and commercial paper at 'B';
-- Senior secured debt at 'BBB+'.

Metropolitan Edison Company
-- IDR at 'BBB';
-- Senior unsecured at 'BBB+';
-- Senior secured debt at 'A-';
-- Short-term IDR and commercial paper at 'B'.

Monongahela Power Company
-- IDR at 'BBB'
-- Senior secured debt at 'A-';
-- Secured revenue bonds at 'A-';
-- Senior unsecured revenue bonds at 'BBB+';
-- Short-term IDR at 'B'.

Potomac Edison
-- IDR at 'BBB';
-- Senior secured debt at 'A-';
-- Secured revenue bonds at 'A-'
-- Short-term IDR at 'B';
-- Senior unsecured debt at 'BBB+'.

West Penn Power Co.
-- IDR at 'BBB';
-- Senior Secured Debt at 'A-';
-- Short-term IDR at 'B'.

Trans-Allegheny Interstate Line Co.
-- IDR at 'BBB';
-- Senior unsecured debt at 'BBB+';
-- Short-term IDR at 'B'.

American Transmission Systems Inc.
-- IDR at 'BBB';
-- Senior unsecured debt at 'BBB+';
-- Short-term IDR at 'B'.

The Rating Outlook is Stable for all of the above entities.


FISHER ISLAND: Status Conference Slated for July 31
---------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida will continue the status conference
in the Chapter 11 case of Fisher Island Investments Inc. and its
debtor-affiliates on July 31, 2014, at 3:00 p.m., in Claude Pepper
Federal Building, 51 SW 1st Avenue, Room 1410 in Miami, Florida.

                  About Fisher Island Investments

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.


FIXED INCOME: Courtland to Waive Default & Reinstate Loan
---------------------------------------------------------
Courtland Capital Inc. on May 1 disclosed that subsequent to its
news release dated February 4, 2014, the Corporation has entered
into an arm's length non-binding letter of intent dated April 21,
2014 to acquire Fixed Income Solutions LLC through a business
combination.  FIS is a private U.S. entity incorporated under the
laws of Florida that develops and provides financial services
technology in the U.S. market.  The control persons of FIS are
Andrew Kelley and Steven L. Goldberg.

As previously announced in a news release dated February 4, 2014,
the Corporation had terminated the previous LOI with FIS and
demanded repayment of a secured loan that had been previously
advanced to FIS.  Upon the termination of the prior LOI the
secured loan became payable.  Since that time the parties have met
and addressed and resolved matters that led to the termination of
the previous LOI, and wish to proceed with the new LOI.

Under the LOI it is contemplated that Courtland will acquire
either the assets of FIS or acquire the members' interest in FIS
in a merger or business combination for an aggregate purchase
price of $2,100,000.  As part of the Transaction, it is expect
that Courtland will issue 35,000,000 common shares at a deemed
price of $0.05 per share in satisfaction of a portion of the
Purchase Price, for aggregate deemed share consideration of
$1,750,000.  In addition, $300,000 of the Purchase Price will be
satisfied by applying amounts owing by FIS to Courtland pursuant
to a secured loan as a credit against the Purchase Price, all as
more particularly described below.  The balance of the Purchase
Price, being $25,000, was previously advanced as a cash deposit
under the prior LOI and such amount continues to be a deposit
against the purchase price under the new LOI.

The LOI also contemplates the reinstatement of the secured loan
that Courtland had previously made to FIS in October, 2013.
Courtland is now prepared to waive the default and reinstate the
loan conditional upon the parties entering into amended and
restated loan and security documentation.  The secured loan is for
an aggregate of up to CDN$300,000 and bears interest at 7% per
annum, and it is secured against all the present and after
acquired property of FIS.  CDN$175,000 has been advanced to FIS
under the prior secured loan and remains outstanding today.  A
second advance of CDN$75,000 will be made immediately to FIS upon
the execution of the amended and restated loan and security
documentation.  In the event the Transaction is completed the
principal amount plus accrued interest under the loan will be
applied as a credit against the Purchase Price for FIS. If the
Transaction is not completed, FIS is required to repay the
principal amount plus accrued interest.

In conjunction with the Transaction, the Corporation intends to
complete a share consolidation of its issued and outstanding
common shares on a 6 for 1 basis.  Such consolidation will require
shareholder and regulatory approval which will be sought by the
Corporation concurrently with obtaining the necessary shareholder
and regulatory approval for the Transaction.  All share amounts
referenced above are based on a post-consolidation basis.

It is expected that further details will be announced on FIS and
the FIS Transaction, including significant conditions to be
satisfied and applicable sponsorship matters, in a subsequent news
release upon Courtland and FIS entering into a definitive
agreement.  A definitive agreement is expected to be entered into
by the parties by May 31, 2014.  The trading of the common shares
of Courtland will remain halted until the subsequent news release
is issued, or upon receipt of applicable documentation by the TSX
Venture Exchange.

"Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and Shareholder
approval.  The Transaction cannot close until the required
Shareholder approval is obtained.  There can be no assurance that
the Transaction will be completed as proposed or at all.


FORESTAR GROUP: S&P Assigns 'B' Corp. Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Forestar Group Inc. (Forestar).  The outlook is
stable.  S&P also assigned its 'BB-' rating to the company's
proposed $250 million senior secured notes due 2022, to be issued
by Forestar Group's subsidiary, Forestar (USA) Real Estate Group
Inc., and guaranteed by Forestar.  The recovery rating on this
debt is '1', indicating S&P's expectation of a very high (90% to
100%) recovery in the event of a payment default.

"Our corporate credit rating of 'B' reflects our assessment that
Forestar's business risk profile is 'vulnerable,' and that its
financial risk profile is 'aggressive,' as defined under our
criteria," said Standard & Poor's credit analyst Scott Sprinzen.
Modifiers have no impact on the rating outcome.

In its real estate operations, S&P believes that Forestar has been
well positioned to benefit from the ongoing cyclical rebound in
key Texas housing markets, as reflected in the strong growth in
the company's sales volume and unit prices over the past three
years.  S&P expects positive market conditions to be sustained for
at least the next one to two years.  S&P also believes the company
has land in its development pipeline sufficient to support its
expected sales over this period, although it has maintained
working capital efficiency by keeping its developed lot inventory
in line with near-term requirements.  In addition, Forestar has
been successful to date in adding another leg to its real estate
business through developing and selling multi-family housing
properties.

S&P's stable rating outlook reflects its expectation that
Forestar's financial performance will improve over the next
several years as a result of favorable conditions in the key Texas
housing markets served by its real estate operations, relatively
high and stable crude oil prices, and success in ongoing efforts
to expand oil and gas production and reserves.

S&P could lower the rating if Forestar is met with setbacks in
expanding its E&P operations, if market conditions proved to be
adverse, or if Forestar accelerated growth initiatives such that
negative free cash flow exceeded the level S&P is currently
assuming (approaching $200 million in 2014), necessitating a more-
significant-than-anticipated drawdown of the company's cash or
additional external financing.

S&P currently views an upgrade within the next year as unlikely.
A significant improvement in the scale and scope of Forestar's oil
and gas operations will be necessary for it just to achieve the
operating profile we generally associate with E&P companies with
'B-' or 'B' corporate credit ratings.  This will likely require
successful execution of a multi-year investment program, with the
company containing any increase in financial leverage.


FORESTAR REAL: Moody's Assigns 'B1' CFR & Rates $250MM Notes 'B2'
-----------------------------------------------------------------
Moody's assigned first-time B1 corporate family and B1-PD
probability of default ratings to Forestar (USA) Real Estate Group
Inc. ("Forestar"), a B2 rating to the company's proposed $250
million of senior secured notes, and an SGL-2 speculative grade
liquidity rating. Proceeds of the proposed notes will be used to
refinance the company's existing $200 million Senior Secured Term
Loan Facility and pay related fees and expenses, with the balance
to be used for general corporate purposes, including investment in
strategic growth opportunities. The rating outlook is stable.

The following ratings were assigned:

B1 Corporate Family Rating B1-PD Probability of Default Rating

$250 million proposed senior secured notes due 2022 rated B2
(LGD4, 63%)

SGL-2 speculative grade liquidity rating

Ratings Rationale

The B1 corporate family rating reflects Forestar's small size and
scale and its concentration in a few key markets, which would map
to a B2 or B3 in the Moody's Homebuilding Rating Methodology;
Moody's expectations of negative cash flow for the next year as
the company ramps up its land spend and investments in real estate
and in oil and gas properties; the volatile, cyclical, and both
the capital intensive and working capital intensive natures of the
oil and gas industry and of the land development industry,
respectively; and the dismal financial performance of the overall
land development industry during the recently-ended real estate
downturn, wherein virtually every land developer that Moody's
rated ultimately went bankrupt.

At the same time, these negative rating factors are
counterbalanced by Forestar's history of maintaining a
conservative capital structure. Pro forma for the issuance of $250
million of new senior secured notes, the company's adjusted debt
to capitalization would be approximately 41%, which maps to a
strong Ba rating on the homebuilding methodology. Forestar also
subscribes to a target debt to capitalization ratio of 35% to 40%,
which Moody's believes is a conservative and prudent capital
structure for a land development company. In addition, Forestar's
land base is conservatively valued. Book equity reflects a $500
per acre fee timber base and virtually zero cost bases for water
and mineral rights. In addition, the company's impairment charges
during the downturn were minimal, offering further evidence that
the land is realistically valued. Adding further support to the B1
corporate family rating are Moody's positive outlook on the
homebuilding industry and generally stable to positive outlook on
the various subsectors within the oil and gas industry, and
Forestar's history during the downturn. While it lost money, as
would be expected, it survived and actually was able to continue
selling new lots throughout the downturn, albeit in greatly
reduced numbers.

The stable rating outlook is based on Moody's expectation that
Forestar will maintain capital structure discipline and a prudent
liquidity profile.

Forestar currently has an undrawn $200 million Senior Secured
Revolving Credit Facility, which it intends to upsize to $300
million. Much, if not all, of the facility's nominal amount should
be available going forward and is likely to remain undrawn or only
utilized in small amounts. Combined with a pro forma cash balance
of $234 million as of December 31, 2013, the company's external
cash requirements over the next 12 to 18 months should be easily
manageable once the proposed transaction is consummated. On the
flip side, the company will be generating negative cash flow for
at least the next year, all of its assets are secured, which
limits an alternate liquidity capability, and the company needs to
comply with a number of financial covenants in its Senior Secured
Revolving Credit Facility.

The corporate family rating and/or outlook could be raised if the
company substantially increases its size, scale, and geographical
diversity while maintaining strong balance sheet and liquidity
protections. Specifically, the company would need to generate well
over $1 billion in revenues and accumulate over $1 billion of
tangible net worth all the while maintaining strong profitability
on a bottom line basis, below 45% debt to capitalization, and good
liquidity.

The corporate family rating and/or outlook could be pressured if
debt to capitalization grows to above 50% on a sustained basis,
net income turns to net losses, cash flow becomes increasingly
negative, or liquidity sources are considerably diminished.

The proposed $250 million of senior secured notes are notched
below the corporate family rating because of the imminent presence
of a new $300 million Senior Secured Revolving Credit Facility
(the "revolver") that has the senior rank in the capital
structure. The revolver benefits from a collateral package that
consists of a first priority senior secured lien on all assets and
stock of Forestar and each of its domestic subsidiaries, with
certain exceptions. The proposed senior secured notes, by
contrast, have a second priority senior secured lien on the same
collateral package, resulting in its down-notching.

Spun off from Temple-Inland Inc. at the end of 2007, primarily
institutionally owned, and headquartered in Austin, TX, Forestar
is principally a real estate and natural resources company. Total
revenues and net income in 2013 were $331 million and $29 million,
respectively.


GARLOCK SEALING: Ruling Spreads to Pittsburgh Corning Case
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a January court ruling in the reorganization of
Garlock Sealing Technologies LLC continues to reverberate
throughout the communities of asbestos plaintiffs and defendants.

According to the report, the latest to join the fray is Mt.
McKinley Insurance Co., which provided insurance for Corning Inc.
and PPG Industries Inc., the owners of Pittsburgh Corning Corp.

U.S. Bankruptcy Judge George R. Hodges in Charlotte, North
Carolina, ruled in January that the "impropriety of some law
firms" representing asbestos personal-injury plaintiffs led to
"unfairly inflating recoveries against" Garlock, a unit of EnPro
Industries Inc., the report related.

Legal Newsline, a publication of the U.S. Chamber of Commerce,
told Judge Hodges at a hearing last month that his opinion in the
Garlock bankruptcy "rocked the world of asbestos litigation," the
report further related.

Pittsburgh Corning confirmed a Chapter 11 plan last year creating
a $3.5 billion trust to pay asbestos claims, the report said.  Mt.
McKinley said in papers filed on April 4 in the Garlock bankruptcy
that some of the plaintiffs' lawyers in the Garlock case may also
have participated in the Corning bankruptcy.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GENERAL MOTORS: Asks Halt to Suits Relating to Bankruptcy
---------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that General Motors Co. is asking those suing it over ignition-
switch issues to voluntarily halt those lawsuits, according to
documents filed ahead of a May 2 bankruptcy-court hearing on the
issue.

According to the report, the lawsuits, which seek damages over
things such as lower car value and loss of use of a vehicle,
should be stayed within 10 days, GM said in a letter to U.S.
Bankruptcy Judge Robert Gerber, as the bankruptcy court decides
whether GM can be held liable for these issues.

If the parties suing refuse, they should be required to file
documents with the bankruptcy court by May 25, and GM will respond
by June 10, the report related.

The Journal pointed out that on May 2, GM will make its first
bankruptcy-court appearance since requesting that the court bar
victims from suing it for certain damages that occurred before its
Chapter 11 bankruptcy in 2009.

When a company goes through bankruptcy, often it emerges as a new
entity, leaving certain liabilities with the old bankrupt entity,
the Journal noted.  In this case, when "old GM" was acquired by
"new GM," a U.S. government-backed entity, that new company
assumed only certain responsibilities, including personal-injury
lawsuits. However, lawsuits over damages stemming from problems
such as lowered car values, "new GM" didn't agree to be
responsible for, the company argued in court documents.

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GLOBAL GEOPHYSICAL: Accused Of Inflating Revenues
-------------------------------------------------
Law360 reported that the top executives of bankrupt seismic data
provider Global Geophysical Services Inc. were hit with a putative
class action in Texas federal court alleging they inflated the
energy-focused company's 2013 revenues before making a public
offering in December.

According to the report, less than four months after the offering
and just days before it filed for bankruptcy in March, the price
of Global's preferred stock dropped 76 percent after it announced
it was restating its annual financial statements for the years
2009 to 2013.

The case is Trinin v. Verghese et al., Case No. 4:14-cv-00873
(S.D. Tex.).  The case is before Judge Lynn N. Hughes.  The case
was filed April 3, 2014.

             About Global Geophysical, Autoseis et al.

Global Geophysical Services Inc., a provider of seismic data for
the oil and gas drilling industry, sought bankruptcy protection,
intending to reorganize on its own with additional capital or
explore a sale or other transaction.

Based in Missouri City, Texas, Global Geophysical disclosed assets
of $468.7 million and liabilities totaling $407.3 million as of
Sept. 30, 2013.  Liabilities include $81.8 million on a secured
term loan owing to TPG Specialty Lending Inc. and Tennenbaum
Capital Partners LLC.  TPG is the lenders' agent.  Global also
owes $250 million on two issues of 10.5 percent senior unsecured
notes, with Bank of New York Mellon Trust Co. as indenture
trustee.

Global Geophysical and five affiliates, including Autoseis, Inc.
(lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas
(Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014.

The Debtors have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, Fox
Rothschild Inc. as financial advisor, and Prime Clerk as claims
and noticing agent.


GULF STATES LONG TERM: Disbursing Agent May Obtain Files
--------------------------------------------------------
In the Chapter 11 case of Gulf States Long Term Acute Care of
Covington, L.L.C., Bankruptcy Judge Elizabeth W. Magner finds that
neither the attorney-client privilege nor the work product
doctrine prevent David V. Adler, Disbursing Agent for the
Reorganized Debtor, from obtaining the Debtor's files held by
Debtor's pre-bankruptcy legal counsel was Breazeale Sachse &
Wilson, L.L.P. and Gregory Frost, Esq., a BSW partner.  The Court
will defer the question of which files and work products are
related to or concern the causes of actions reserved for
investigation and prosecution by Adler to the United States
District Court where litigation is currently pending. However,
this Court finds that any and all files or work product belonging
to the Reorganized Debtor and which are related to or which may
provide information concerning any cause of action or claim for
which Adler is responsible must be included in Adler's turnover
request.  Accordingly, Judge Magner says Adler's Motion to Compel
Subpoena Return is granted in part, and the Court abstains in
part.  A copy of the Court's May 1, 2014 Reasons for Decision is
available at http://is.gd/SAj6Ynfrom Leagle.com

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


HALE & ETHERIDGE: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: Hale & Etheridge Holdings, LLC
        19 Cass Station Pass NW
        Cartersville, GA 30121

Case No.: 14-40899

Chapter 11 Petition Date: April 15, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Rome)

Judge: Hon. Mary Grace Diehl

Debtor's Counsel: Brian R. Cahn, Esq.
                  BRIAN R. CAHN AND ASSOCIATES, LLC
                  5 S. Public Square
                  Cartersville, GA 30120
                  Tel: (770) 382-8900
                  Email: brc@perrottalaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Hale, member of LLC.

A list of the Debtor's five unsecured creditors is available for
free at http://bankrupt.com/misc/ganb14-40899.pdf


HAWAIIAN AIRLINES: Fitch Affirms 'B' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Hawaiian Airlines, Inc.
and its parent company Hawaiian Holdings, Inc. at 'B'.  The Rating
Outlook is Stable.  Fitch has also affirmed the ratings on
Hawaiian's 2013-1 series of EETCs as detailed at the end of this
release.

The ratings are supported by Hawaiian's solid market position in
its primary business of flying leisure travelers to and from the
Hawaiian Islands, its near-monopoly position in the neighbor
island market, and its maturing international business.  Hawaiian
also generates peer competitive operating margins, maintains
adequate liquidity, and generates credit metrics that Fitch
considers to be in line with the rating.

Concerns for Hawaiian include the company's leveraged balance
sheet, negative free cash flow, small size and geographic
concentration in comparison to its North American peers, and its
exposure to foreign exchange rates.  The Stable Outlook reflects
Fitch's expectations that while operating margins and leverage
metrics should improve over the intermediate term, improvements
are not likely to warrant an upgrade within the next year.

Slower growth and Maturing Markets: Fitch expects Hawaiian's
operating margins to expand over the next one to two years as the
company steps back from a period of rapid growth that occurred
between 2010 and 2013.  The company focused on expanding its
presence in Asia over the past several years, adding a number of
new destinations (Tokyo, Seoul, Brisbane, etc.).  Newly opened
routes have tended to be dilutive to margins as they ramp up.
Fitch expects some margin improvement as Hawaiian's mix of flying
becomes more heavily weighted to routes that have been opened for
more than two years.

The company only expects to open one new market in 2014,
represented by its launch of service to Beijing in April.
Hawaiian expects total ASMs to increase by 1-4% in 2014 compared
to growth of more than 14% in 2013.  Hawaiian generated an EBITDAR
margin of 18.5% in the LTM period ended March 31, 2014, up from
17.1% in the comparable period a year ago.

Improved Domestic Environment: Fitch also expects operating
performance in 2014 to benefit from an easier competitive
environment in the mainland U.S. to Hawaii market.  Total capacity
in this market is expected to be relatively flat for the year as
opposed to 2013 when capacity in some of Hawaiian's key markets
such as Seattle and San Diego increased significantly.  Limited
capacity additions and expectations for low single digit growth in
Hawaiian tourism are expected to support a healthy yield
environment this year.

The company should also gain a tailwind from Mesa Airlines' recent
decision to suspend operations at go!, its Hawaiian interisland
business.  After Aloha Airlines folded in 2008, go! was Hawaiian's
only sizeable competitor in the interisland market.  Hawaiian was
already the dominant carrier, with a market share of roughly 90%,
but the exit of go! will leave Hawaiian in a near monopoly
position.  Fitch expects the reduced competition to bolster yields
and improve margins for the interisland business which generates
24% of the company's passenger revenue.

Fitch expects revenue improvements to be partially offset by
rising unit costs.  The company expects cost per available seat
mile (CASM) to increase in the low single digit range for the
year.  Cost growth in 2014 will partially be due to unusual items
such as start-up costs related to the launch of 'Ohana, Hawaiian's
new interisland turboprop service, cabin modifications to
introduce the new extra comfort economy product onto Hawaiian's
A330s and painting expenses for its 717s.  Wages and salaries will
also increase due to increased capacity and the impacts of FAR
117, a new rule implemented by the FAA which limits the flying
time for pilots.

Weak FCF in 2014/2015: Hawaiian's recent international expansion
has also entailed a large investment in its fleet, with the
company taking 14 A330-200s between 2010 and year end 2013 to
replace its 767-300s and 767-300ERs.  Hawaiian is scheduled to
take five more A330s in 2014 and three in 2015.  Capital spending
in 2014 is expected to be in the $465-475 million range, up from
$342 million in 2013.  Fitch expects capital spending to produce
sharply negative FCF in 2014, and potentially neutral or slightly
negative in 2015.  Hawaiian has no scheduled aircraft deliveries
in 2016 at which point FCF is expected to turn positive.
Importantly, all of the company's A330 deliveries for 2014 have
been pre-funded through Hawaiian's issuance of its 2013-1 series
of EETCs.

Foreign exchange risk: Fitch notes that Hawaiian operating profits
are sensitive to currency fluctuations.  Hawaiian is somewhat
unique among North American carriers in the high proportion of its
international seats sold in local currencies rather than in U.S.
Dollars.  The company estimates that a 10% strengthening of the
U.S. Dollar versus the Yen would result in a $19 million drop in
operating income and a similar.  A 10% strengthening against the
AUD would result in a $14.5 million drop in operating income.
These represent sizeable potential swings when compared to
Hawaiian's total operating income (EBIT) which amounted to $133
million in 2013.

The effects were illustrated throughout 2013 and in the first
quarter of 2014 as operating results were negatively impacted by a
strengthening U.S. Dollar compared to the Yen and Australian
Dollar.  Hawaiian reported that international passenger unit
revenues in the first quarter were down by 7.1%, but would have
only been down by 1% assuming constant exchange rates over the
period.

Leveraged balance sheet: Fitch calculates Hawaiian's total
adjusted debt to EBITDAR at 5.5x at year end 2013, up from 5.1x at
year end 2012.  This puts Hawaiian at the high end of its North
American peer group.  Fitch expects the incremental EETC debt
added in 2014 to push leverage slightly higher in the near term,
but as the company's EBITDAR grows, leverage should fall quickly
in 2015 and beyond.

Adequate financial flexibility: Fitch considers Hawaiian's
financial flexibility to be adequate for the rating.  As of March
31, 2014 the company had a cash balance of $335 million, $144
million in short term investments and $69.5 million in
availability under its $75 million asset backed revolver.  Total
liquidity was equal to 25% of LTM revenue, which is at the high
end of Hawaiian's North American peer group.  Fitch considers the
company's upcoming debt maturities to be manageable.  Maturities
in 2014 and 2015 total $53.4 and $65.1 million respectively, which
are manageable given the company's cash on hand and expected cash
from operations.

Rating sensitivities:
Future actions that may individually or collectively cause Fitch
to take a positive rating action include:

-- Sustained adjusted debt/EBITDAR below 5x;
-- A return to positive free cash flow generation;
-- EBITDAR margins expanding to the 18-20% range;
-- Further evidence that Hawaiian's Pacific business is firmly
   established.

Future actions that may individually or collectively cause Fitch
to take a negative rating action include:

-- Capacity additions into the Hawaiian market which cause
   sustained weakness in yields;

-- Leverage rising and remaining at or above 6x;

-- A notable drop in tourism to Hawaii caused by a natural
   disaster or economic downturn;

-- EBITDAR margins falling and remaining below 15%.

2013-1 EETC:
Fitch has affirmed the senior tranche rating at 'A-'. Senior EETC
tranche ratings are primarily based on a top down analysis of the
level of overcollateralization featured in the transaction.  The
ratings also incorporate the structural benefits of section 1110
of the bankruptcy code, and the presence of an 18-month liquidity
facility.

Fitch's stress case utilizes a top-down approach assuming a
rejection of the entire pool of aircraft in a severe global
aviation downturn.  The stress scenario incorporates a full draw
on the liquidity facility, an assumed 5% repossession/remarketing
cost, and a 30% stress to the value of the aircraft collateral.
The 30% value haircut corresponds to the high end of Fitch's 20-
30% 'A' category stress level for Tier 1 aircraft.

The collateral pool in this transaction consists of six A330-200s.
Fitch views the A330-200 as a good quality Tier 1/ 2 aircraft.
The A330-200 is a highly capable aircraft that has outperformed
its rival 767 over the last decade, and maintained a healthy
backlog despite the long-awaited arrival of the 787.  Fitch
expects this aircraft type to remain a significant presence in the
wide body, medium to long haul market for the near-to-intermediate
term.

Fitch's stress scenarios produce a maximum LTV of 93.5% when
incorporating 'A' category stresses.  This analysis suggests that
bondholders could expect a full recovery of principal with some
headroom even in a severe aviation downturn.

Subordinated tranche ratings are linked to Hawaiian's IDR, and
therefore the B tranche ratings have been affirmed at 'BB', which
represents a three-notch uplift from Hawaiian's IDR of 'B'.

Subordinated tranche ratings are adjusted from Hawaiian's IDR
based on three primary factors; 1) affirmation factor, 2) presence
of a liquidity facility, and 3) recovery prospects.  Fitch
considers the affirmation factor for this collateral pool to be
moderate to high resulting in a +2 notch adjustment (maximum is
3).  The B tranche also features an 18 month liquidity facility,
providing a further +1 notch adjustment.  No adjustment has been
made for recovery, resulting in a rating of 'BB'.

Fitch has affirmed the following ratings:

Hawaiian Holdings, Inc.

-- IDR at 'B';
-- Senior unsecured convertible notes at 'B-/RR5'.

Hawaiian Airlines, Inc.

-- IDR at 'B';
-- Senior 1st lien secured credit facility at 'BB/RR1'.

Hawaiian Airlines 2013-1 pass-through trust

-- Series 2013-1 class A certificates at 'A-';
-- Series 2013-1 class B certificates at 'BB'.

The Rating Outlook is Stable.


HD SUPPLY: Amends Fiscal 2013 Annual Report to Add Disclosures
--------------------------------------------------------------
HD Supply Holdings, Inc., and HD Supply, Inc., filed an amendment
to their combined annual report on Form 10-K for the fiscal year
ended Feb. 2, 2014, filed with the U.S. Securities and Exchange
Commission on March 25, 2014, and amended by Amendment No.1 filed
on March 26, 2014, to add the following:

   * Additional disclosure concerning the collateral exclusion
     provisions of certain of HDS's secured indebtedness in "Notes
     to consolidated financial statements -- Note 6 -- Debt" in
     "Item 8.  Financial Statements and Supplementary Data."

   * Additional disclosure concerning possible but not probable
     loss contingencies in "Notes to consolidated financial
     statements -- Note 13 -- Commitment and Contingencies" in
     "Item 8.  Financial Statements and Supplementary Data" and
     "Item 3.  Legal Proceedings."

   * Additional disclosure concerning release provisions and the
     joint and several and full and unconditional nature of the
     guarantees of certain of HDS's indebtedness in "Notes to
     consolidated financial statements -- Note 15 -- Guarantor
     Subsidiaries" in "Item 8.  Financial Statements and
     Supplementary Data."

Amendment No. 2 also updates (i) the cover page to reflect the
filing of HD Supply's Proxy Statement and Amendment No. 1 thereto
on March 28, 2014, and April 25, 2014, respectively and (ii)
Exhibit 101 (Interactive data files pursuant to Rule 405 of
Regulation S-T) to reflect the updates to the Notes to
consolidated financial statements outlined above.

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

                        http://is.gd/BxjdJi

                          About HD Supply

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

HD Supply incurred a net loss of $218 million for the fiscal year
ended Feb. 2, 2014, as compared with a net loss of $1.17 billion
for the fiscal year ended Feb. 3, 2013.  For the year ended
Jan. 29, 2012, the Company incurred a net loss of $543 million.
As of Feb. 2, 2014, the Company had $6.32 billion in total assets,
$7.08 billion in total liabilities and $764 million total
stockholders' deficit.

                           *     *     *

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

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


HEDWIN CORP: Court Approves Shared Management Resources as CRO
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
Hedwin Corporation to employ Shared Management Resources, Ltd., to
provide a chief restructuring officer.

As reported in the Troubled Company Reporter on April 14, 2014,
on Feb. 24, 2014, Hedwin entered into a letter agreement with SMR,
pursuant to which SMR, through its managing director, Charles S.
Deutchman, agreed to serve as the CRO.

SMR has agreed to continue providing certain consulting and
restructuring services to the Debtor postpetition, including

   -- evaluating the Debtor's cash position and utilization of
      collateral base with the Bank of America, N.A.;

   -- managing the sales and marketing of the business by Mesirow
      Financial, Inc., including participation in all substantive
      discussions and meetings with prospective buyers, and
      providing updates on the sales process to both Debtor's
      management and board of directors; and

  -- enhancing the Debtor's "Dashboard" reporting mechanism to
     assist management in effectively monitoring the Debtor's
     critical operations.

SMR will be compensated at a flat rate of $1,900 per day, and will
be reimbursed for all reasonable and necessary out-of-pocket
expenses.  Prior to the Petition Date, the Debtor provided a
$5,000 retainer to SMR.

Mr. Deutchman attested that SMR is a disinterested person, as that
term is defined by the Bankruptcy Code.

SMR may be reached at:

    Charles S. Deutchman
    SHARED MANAGEMENT RESOURCES
    28026 Gates Mills Blvd
    Pepper Pike, OH 44124-4730
    Tel: (216) 978-6565
    E-mail: cdeutchman@shrmgtres.com

                     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.

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


HILL WINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Hill Wine Company, LLC
        P.O. Box 688
        Rutherford, CA 94573

Case No.: 14-10680

Chapter 11 Petition Date: May 1, 2014

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Hon. Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gordon Monroe, CEO and managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb14-10680.pdf


INNERGEX RENEWABLE: DBRS Confirms 'BB' Issuer Rating
----------------------------------------------------
DBRS Inc. has confirmed the Issuer Rating of Innergex Renewable
Energy Inc. (Innergex or the Company) at BB (high) and its
Preferred Shares rating at Pfd-4 (high), both with Stable trends.
The ratings reflect Innergex's fully contracted and diversified
portfolio, which mitigates the Company's exposure to the currently
depressed wholesale power prices in North America in the medium
term.  However, the ratings remain constrained by the Company's
aggressive expansion plan, combined with weak credit metrics that
are below average compared to its peers.

Innergex's business risk profile is in the BBB rating range.  The
Company has a fully contracted portfolio through the use of long-
term power purchase agreements (PPAs).  The weighted-average
remaining life is above average, at approximately 20 years, as
assets are relatively new, with a weighted-average age of
approximately only six years.  While Innergex incurred an upward
revision to some of its estimated project costs due to higher
construction costs, DBRS continues to view the development risk
from Innergex's pipeline of development projects as manageable,
given the Company's development expertise with similar small-scale
hydro and wind facilities.

Innergex's financial risk profile remains weak and is reflective
of a B rating range.  While Innergex's EBITDA and operating cash
flow continued to increase due to sustained organic growth, DBRS
remains concerned about Innergex's aggressive financing strategy
for its development pipeline, combined with the Company's high
dividend payout.  As the Company continued to pursue its growth
plans, the Company's deconsolidated leverage increased to 30.5% as
of December 31, 2013, from 24.5% as of December 31, 2010.
Furthermore, consolidated leverage increased to 68.3% as of
December 31, 2013 (from 56.7% as of December 31, 2010), and could
exceed 70% over the next several years, further pressuring the
balance sheet.  Should the Company's financial profile deteriorate
further, this could result in negative rating action.


INTERNATIONAL TEXTILE: Amends 2013 10-K to Add Information
----------------------------------------------------------
International Textile Group, Inc., previously filed its annual
report on Form 10-K for the year ended Dec. 31, 2013, with the
U.S. Securities and Exchange Commission on March 26, 2014.

On April 30, 2014, the Company amended the Form 10-K for the
purpose of filing the information required in Part III of Form
10-K within 120 days after the Company's fiscal year end, pursuant
to General Instruction G(3) of Form 10-K.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compenation
Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and
         Director Independence
Item 14. Principal Accountant Fees and Services

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

                         http://is.gd/bp6cAK

                   About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

International Textile reported a net loss attributable to common
stock of the Company of $10.91 million on $624.21 million of net
sales for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stock of the Company of $91.45 million
on $619.07 million of net sales during the prior year.  As of
Dec. 31, 2013, the Company had $317.32 million in total assets,
$404.86 million in total liabilities and a $87.53 million total
stockholders' deficit.


JASON HOLDINGS: Moody's Assigns 'B2' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and B2-PD
Probability of Default ratings to Jason Holdings, Inc I as well as
B1 and Caa1 ratings to first and second lien obligations
respectively of Jason Incorporated which will be guaranteed by
Jason Holdings, Inc I (collectively, "New Jason"). Moody's also
assigned a speculative grade liquidity rating of SGL-2, indicating
good liquidity is anticipated over the next year. The ratings
outlook is stable.

New Jason ratings are for financing being structured for the $539
million acquisition of Jason Partners Holdings Inc., whose
principal operating subsidiary is Jason Incorporated (collectively
"Jason" with a current CFR of B1), by Quinpario Acquisition Corp.
("Quinpario"). New Jason refers to the structure following the
completion of the transaction. Moody's ratings for existing Jason
are unchanged, but, upon the closing of Quinpario's purchase, will
be withdrawn. Subsequent to Quinpario gaining control of Jason,
Moody's research on New Jason will revert to being listed under
Jason Incorporated.

Jason is a holding company whose principal operations generated
$681 million of revenue in 2013 across four operating segments;
seating, acoustical products for the automotive industry,
finishing equipment and material, and metal components and sub-
assemblies.

Ratings assigned to New Jason:

Jason Holdings, Inc I

  Corporate Family Rating, B2

  Probability of Default, B2-PD

  Speculative Grade Liquidity, SGL-2

Jason Incorporated

  $40 million first lien revolving credit, B1, LGD-3, 36%

  $300 million first lien term loan, B1, LGD-3, 36%

  $120 million second lien term loan, Caa1, LGD-5 , 84%

Ratings Rationale

New Jason's B2 Corporate Family Rating reflects its moderate size,
highly leveraged post-transaction capital structure, exposure to
cyclical end-markets, and regional focus in North America. The
rating further considers the company's solid market position
across several niche businesses in which it is believed to be the
domestic or global leader as well as consistent profitability and
good liquidity. Volumes in the company's principal end-markets of
automobile, construction equipment, motorcycles, rail, lawn and
garden equipment have been correlated over the years and are
affected by cyclical macro-economic trends and discretionary
consumer expenditures.

Quinpario's acquisition will result in Jason's funded debt burden
increasing roughly 79%, lower its coverage metrics and reduce free
cash flow available for debt reduction than otherwise would have
been the case. Accordingly, there is a one notch differential in
the Corporate Family Ratings (CFR) between existing Jason and New
Jason. Pro forma for the transaction, New Jason's debt-to-EBITDA,
including Moody's standard accounting adjustments, will be around
6x and will likely remain at or above 5.5x through 2014. This
contrasts to existing Jason's debt-to-EBITDA of 3.7x at December
31, 2013. Moody's expects New Jason's EBITA-to-interest coverage
will be under 2x initially compared to existing Jason's 2.3x in
2013. Coverage could rise close to pre-acquisition levels over the
rating horizon. Still, coverage would be lower if dividends on
Quinpario's convertible preferred issue were recognized as
interest.

The SGL-2 speculative grade liquidity rating reflects good
liquidity which should be sustained over the next twelve months.
Moody's anticipates the company will initially have a relatively
large cash balance as well as positive free cash flow at levels
sufficient to cover scheduled amortization. Operating cash flows
are influenced by seasonal patterns with the first half
experiencing working capital requirements that tend to un-wind in
the second half. New Jason will have limited near-term debt
maturities with the term loan amortizing at 1% per year and an
excess cash flow provision which does not kick-in until 2016. The
company's $40 million revolving credit, which is relatively small
compared to its revenue base, is expected to be un-drawn at the
closing of the transaction and will have a springing leverage
ratio should utilization exceed prescribed levels. (The term loan
will not have separate financial maintenance covenants). Alternate
liquidity is constrained by the extensive liens over material
domestic assets of the borrower and guarantor group.

The stable rating outlook reflects Moody's expectations that New
Jason's revenues, earnings and cash flows will be sustained across
key end markets over the rating horizon and is further supported
by a good liquidity profile.

Given the company's focus on relatively small and cyclical end-
markets and New Jason's high leverage which weakly position it in
the B2 rating category, an up-grade in the near term is unlikely.
Should the company be able to meaningfully increase its scale
without a deterioration in its leverage, upward pressure could
develop. Adjusted debt-to-EBITDA sustained meaningfully below 4.5x
would be viewed positively.

A negative outlook or lower ratings could occur if weak operating
performance were to diminish the company's liquidity, either
through revolving credit usage or covenant tightening, and result
in higher leverage. EBITA/interest coverage below 2.0 times,
debt/EBITDA continuing above 6.0 times or negative free cash flow
could result in adverse rating actions.

The B1 rating on the first lien credit facilities reflect their
senior priority of claims over substantially all tangible and
intangible domestic assets of the borrower/guarantor group. The
Caa1 rating on the second lien term loan reflects its higher
expected loss arising from its junior status in downside
scenarios.

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

Jason Incorporated, headquartered in Milwaukee, Wisconsin, is a
diversified industrial manufacturing company serving finishing
(industrial and maintenance brushes, buffs, and compounds),
Seating (static and suspension seating for motorcycle,
construction, agricultural, lawn and turf -care equipment),
Acoustics (fiber based acoustical insulation products for the auto
industry) and Components (producer of metal products, rail safety
products and sub-assembly of electric smart meters and other
products). Revenue in 2013 was roughly $681 million.


JEH COMPANY: Selling 2008 L63 Benz for $32,500
----------------------------------------------
JEH Company, et al., seek approval from the bankruptcy court to
sell a 2008 L63 Mercedes Benz for $32,500 to Cantwell Power
Solution Sales.  The Debtor believes the sale is for fair market
value based upon a willing buyer/willing seller standard.

Mercedes Benz Financial asserts a lien against the asset to be
sold and has filed a claim for $15,366 as of May 22, 2013.  The
Debtor will pay Mercedez Benz's claim together with contract
interest from the proceeds of the sale.

If any party objects to the sale offering to pay a higher price,
the court will conduct an auction or allow the Debtor to conduct
an auction at any hearing at which the sale of the property is
considered.

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.  JEH Stallion
Station, Inc., disclosed $364,007 in assets and $3,982,012 in
liabilities. JEH Leasing Company, Inc., disclosed $1,242,187 in
assets and $155,216 in liabilities.

JEH Company, et al., on Jan. 21, 2014 filed a proposed Plan of
Reorganization and Disclosure Statement.  The Debtors say the Plan
provides an opportunity for partial or full recovery of unsecured
creditors.

There's a May 21, 2014 hearing to consider JEH Stallion Station
Inc.'s motion to dismiss its Chapter 11 case.


JEH COMPANY: Selling Frost Bank Collateral to Cantwell
------------------------------------------------------
JEH Company, et al., seek approval from the bankruptcy court to
sell these collateral pledged to Frost Bank:

   (a) 2010 Elite 7 Horse Trailer (note no. ending 001)

   (b) 2011 International 4300 (note no. ending 016)

   (c) 2010 F-350 Larriet Pickup truck (note no. ending 018) Vin
       no. ending 5327

   (d) 2009 TREX loader (note no. ending 001)

The Debtor will sell the collateral for $62,000 to Cantwell Power
Solution Sales.  The Debtor will pay  Frost Bank the proceeds of
the sale net of ad valorem taxes and expenses.

If any party objects to the sale offering to pay a higher price,
the court will conduct an auction or allow the Debtor to conduct
an auction at any hearing at which the sale of the property is
considered.

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.  JEH Stallion
Station, Inc., disclosed $364,007 in assets and $3,982,012 in
liabilities. JEH Leasing Company, Inc., disclosed $1,242,187 in
assets and $155,216 in liabilities.

JEH Company, et al., on Jan. 21, 2014 filed a proposed Plan of
Reorganization and Disclosure Statement.  The Debtors say the Plan
provides an opportunity for partial or full recovery of unsecured
creditors.

There's a May 21, 2014 hearing to consider JEH Stallion Station
Inc.'s motion to dismiss its Chapter 11 case.


JEH COMPANY: Slated to Present Plan for Confirmation May 20
-----------------------------------------------------------
JEH Company, et al., are slated to seek confirmation of their plan
of reorganization later this month.

The U.S. bankruptcy Court for the Northern District of Texas in
mid-April approved the Debtors' disclosure statement and approved
this timeline:

   -- Ballots reflecting acceptance or rejection of the Plan must
be served by creditors upon Mark J. Petrocchi, attorney for the
Debtors at 2200 Forest Park Blvd., Fort Worth Texas, 76110 on or
before May 12, 2014 at 5:00 o'clock p.m. prevailing central time;

   -- Objections to confirmation of the Plan are due May 12, 2014;
and

   -- A hearing on confirmation of the Plan and objections as may
be made thereto will be held on May 20, 2014 at 9:30 a.m.

                      The Amended Plan

The Debtors on April 16, 2014, filed an amended version of their
proposed Chapter 11 plan and disclosure statement.

The Plan, as amended, proposes to treat secured creditors as
follows:

    * In the event Bridgewell Resources, LLC, G.A.P. Roofing,
Inc., and Worthington National Bank each does not agree in writing
that its claim will be treated as an unsecured claim, then an
adversary proceeding will be filed against the claimant.  The
secured claim of Bridgewell and G.A.P., to the extent allowed,
will be paid in full with interest at a rate of 5% from the
effective date of the Plan through the date of the payment.  The
secured claims of of Worthington will be satisfied in full by the
surrender of collateral.

    * The secured claims of Frost Bank are not disputed,
unliquidated or contingent as of the time of the filing of this
document.  The secured claims continue to accrue interest and
potentially fees.  Until Frost Bank is paid, it will retain all
liens against collateral pledged to it.  The remaining secured
claim of Frost Bank against JEHCO under its lease 1001 will be
paid in the amount of $14,200.00, subject to a reduction of the
amount of any additional adequate protection payments made prior
to the Effective Date plus any additional fees, expenses, and
costs owed.  The remaining secured claims of Frost Bank against
JEHCO include the secured claims described against JEH Leasing and
JEH Stallion.  Subject to court approval, Leasing may seek
authority to sell equipment described as the Trex lift and other
property.

    * The secured claim of Wells Fargo and all claims of Wells
Fargo will be considered fully paid and satisfied by the prior
sale and/or surrender to Wells Fargo by the 30th day following the
Effective Date, except as otherwise agreed to by that party.

To pay off general unsecured creditors, the Debtors will liquidate
all assets of the estates of JEHCO and JEH Leasing Company with
specific direction to emphasize a market return for collection or
sale of accounts receivable, equipment and real property assets.
The first payment to each creditor will be due and owing beginning
on the 60th day of the Effective Date and then due and owing when
for any period of 60 days cash proceeds of the liquidation of
assets exceed by $100,000 the secured claims against the proceeds,
and a reserve equal to the next three months budget for expenses.
If at any time when the remaining assets of JEHCO are believed to
have a value of $100,000 or less, then the debtor will promptly
liquidate all remaining assets and dispersed the remaining
proceeds to unsecured creditors.

The equity interest holders will receive no payments for any
equity interests at any time.

Copies of the Plan and Disclosure Statement, as amended on April
16, 2014, are available for free at

     http://bankrupt.com/misc/JEH_Co_Amended_Plan.pdf
     http://bankrupt.com/misc/JEH_Co_Amended_DS.pdf

The Debtors' counsel can be reached at:

         Mark J. Petrocchi, Esq.
         GRIFFITH, JAY & MICHEL, LLP
         2200 Forest Park Blvd.
         Fort Worth, TX 76110
         Phone: (817) 926-2500
         Fax: (817) 926-2505
         E-mail: mpetrocchi@lawgjm.com

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.  JEH Stallion
Station, Inc., disclosed $364,007 in assets and $3,982,012 in
liabilities. JEH Leasing Company, Inc., disclosed $1,242,187 in
assets and $155,216 in liabilities.

JEH Company, et al., on Jan. 21, 2014 filed a proposed Plan of
Reorganization and Disclosure Statement.  The Debtors say the Plan
provides an opportunity for partial or full recovery of unsecured
creditors.

There's a May 21, 2014 hearing to consider JEH Stallion Station
Inc.'s motion to dismiss its Chapter 11 case.


KIDSPEACE CORP: First Modified Chapter 11 Plan Confirmed
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
on April 3, 2014, issued an order confirming KidsPeace
Corporation, et al.'s First Modified Joint Chapter 11 Plan of
Reorganization, after determining that the Plan satisfies the
confirmation requirements of Section 1129 of the Bankruptcy Code.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
related that the Plan was a result of negotiations among the
Debtors, secured bondholders, the Official Committee of Unsecured
Creditors, and the Pension Benefit Guaranty Corporation.  PBGC
will be paid $13.5 million in installments for its claim of about
$110 million arising from underfunded pension plan, Mr. Rochelle
related.

General unsecured creditors with $2.5 million in claims take 15
percent in three installments, the Bloomberg report said.  The
bondholders' deficiency claims and the PBGC's claim won't
participate in the pool for unsecured creditors, the report added.

                       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.


KKR FINANCIAL: Fitch Hikes Preferred Stock Rating From 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating
(IDR) and unsecured debt rating of KKR Financial Holdings LLC
(KFN) to 'A-' from 'BBB' following the closing of its acquisition
by KKR & Co. L.P. (KKR).  The preferred stock rating has also been
upgraded, to 'BBB' from 'BB+'.  All ratings have been removed from
Rating Watch Positive and the Rating Outlook is Stable.

KKR's long-term IDR and unsecured debt ratings were affirmed at
'A' on Dec. 17, 2013, following the announced acquisition. The
closing of the acquisition has no rating impact on KKR's ratings.

Key Rating Drivers - IDR and Unsecured Debt

The upgrade of KFN's ratings reflects Fitch's view that the entity
is strategically important to KKR, as outlined in Fitch's
criteria, 'Rating FI Subsidiaries and Holding Companies'.  In
accordance with the criteria, a subsidiary considered to be of
strategic importance is rated one to two notches below its parent.
As a result of KFN's upgrade, its IDR of 'A-' is now one notch
below the 'A' IDR of KKR.

KKR's non-private equity business, which is included in its public
markets segment, totaled $35.4 billion of fee-earning assets under
management (FAUM) as of March 31, 2014.  This business has been
growing in recent years as the firm has focused on broadening its
product suite for limited partners, improving the liquidity of its
investment portfolio, and generating a recurring yield from the
balance sheet.  The KFN acquisition serves to accelerate that
strategy, to some extent, as KFN has historically invested in more
liquid credit via the issuance and management of CLOs, which
provide a contractual yield to the firm.

Also supporting the view of KFN's strategic importance to KKR is
the sharing of the brand, the high level of management
integration, and the fact that during the recent financial crisis
KKR provided explicit financial support to KFN, by waiving
management fees, backstopping an equity raise, and providing the
firm with a $100 million liquidity facility.  While Fitch has
continued to believe that KKR would provide additional support to
KFN if necessary, this acquisition strengthens that notion.

That said; Fitch believes that KFN's small size and more limited
track record prevent the firm from being considered a core
subsidiary at present which would result in equalization of the
ratings.  Depending on KFN's size, strategy, and relative earnings
contribution to KKR, Fitch's assessment of KFN's strategic
importance could evolve over time.

Key Rating Drivers - Preferred Stock

The upgrade of KFN's preferred stock rating to 'BBB' from 'BB+'
reflects the rating upgrade of KFN's long-term IDR and maintains
the existing two-notch differential between the long-term IDR and
preferred stock rating, consistent with Fitch's "Treatment and
Notching of Hybrids in Non-Financial Corporate and REIT Credit
Analysis" criteria published on Dec. 23, 2013.

Rating Sensitivities

The Stable Rating Outlook for KFN is aligned with the Stable
Rating Outlook on KKR.  The ratings of KFN are directly linked to
KKR, as Fitch considers KFN to be a strategically important
subsidiary.  Any change in Fitch's view on the relationship
between KFN and its parent could alter the rating linkage.  Absent
a change in the perceived relationship between KKR and KFN, Fitch
would expect KFNs ratings to move in step with any changes to
KKR's ratings.  Additionally, a material increase in leverage
and/or significant deterioration in the operating performance of
KFN could become a constraining factor for the ratings of KKR.

On Dec. 17, 2013, KKR announced its intention to acquire KFN for
approximately $2.6 billion in equity.  The transaction was
approved by shareholders and closed on April 30, 2014.

Fitch has upgraded the following:

KKR Financial Holdings LLC

-- Long-term IDR to 'A-' from 'BBB';
-- Unsecured debt to 'A-' from 'BBB';
-- Preferred stock to 'BBB' from 'BB+'.

All ratings have been removed from Rating Watch Positive and the
Rating Outlook is Stable.


LABORATORY PARTNERS: Cash Budget Revised After Talon Sale
---------------------------------------------------------
At the behest of debtor Laboratory Partners Inc., Judge Peter J.
Walsh entered an order amending his order late last year approving
the Debtor's DIP financing to, among other things, allow the
Debtor to use cash based on a revised budget.

The DIP lender has advanced $2.85 million in principal under the
DIP Agreement.

The Debtors on Feb. 24, 2014, closed the sale of certain portions
of their business -- called the "Talon Division" -- to Laboratory
Corporation of America Holdings.

The Debtors on Feb. 28, 2014 distributed to the DIP Agent $2.87
million in principal and interest owing under the DIP Agreement
and paid certain fees and expenses.  On March 26, the Debtors
distributed to the agent of the prepetition lenders $3 million.

The Debtors and the lenders have agreed that the Debtors may
retain a portion of the net sale proceeds from the Talon Sale in a
manner consistent with a revised budget.

A copy of the amended order is available for free at:

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

                    About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.  In its assets, the Debtor disclosed
$43,034,702.91 in total assets and at least $132,357,067.42 (plus
unknown) in total liabilities.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million.  An
auction was cancelled after the Debtors received no competing bid
during the bid deadline.  The Court also authorized the Debtors to
sell certain of their assets relating to their nuclear medicine
business to Union Hospital, Inc.


LABORATORY PARTNERS: Removal Period Extended to July 23
-------------------------------------------------------
Laboratory Partners Inc., et al., obtained an order enlarging the
time to file notices of removal of prepetition actions under
Bankruptcy Rule 9027 through and including July 23, 2014.

                    About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.  In its assets, the Debtor disclosed
$43,034,702.91 in total assets and at least $132,357,067.42 (plus
unknown) in total liabilities.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million.  An
auction was cancelled after the Debtors received no competing bid
during the bid deadline.  The Court also authorized the Debtors to
sell certain of their assets relating to their nuclear medicine
business to Union Hospital, Inc.


LABORATORY PARTNERS: Still Evaluating Bechman Coulter Agreement
---------------------------------------------------------------
Laboratory Partners Inc., et al., filed a motion to enter into a
waiver of their obligations under the Talon sale order to
immediately reject the Bechman Coulter Agreement.

Pursuant to a master agreement between Laboratory Partners, Inc.
d/b/a MedLab and Beckman Coulter, Inc. that was executed on or
about December 12, 2012, Beckman allows the Debtors to purchase
products for general chemistry, immunoassay, hematology and
automation/IT product disciplines.  Each of the Debtors is
separately eligible to purchase a variety of products, reagents
and services related to the operation of the Debtors' businesses.
Historically, assets for use by the Talon Division and the Long
Term Care Division have been purchased through separate orders.

The sale of the Talon Division has closed and LabCorp has
determined that it does not wish to assume the Beckman Coulter
Agreement. However, the Debtors continue to market the assets of
the Long Term Care Division in an effort to maximize the value of
their bankruptcy estates. A potential purchaser for the Long Term
Care Division has indicated a desire to possibly assume the
Beckman Coulter Agreement, and, the Debtors have concluded in an
exercise of their sound business judgment that leaving open the
possibility of assuming the Beckman Coulter Agreement at a later
date could provide significantly more value to the Debtors'
estates than the alternative of the immediate rejection of the
agreement and the attendant contract rejection damages.

Due to the fact that this contractual modification has been
mutually agreed to by the Debtors and LabCorp, the Debtors believe
that entry into the waiver is likely within the ordinary course of
business and does not necessarily require court approval.
However, out of an abundance of caution, the Debtors request that
the Court enter relief as necessary to allow them to enter into
the waiver.

The Debtors' attorneys can be reached at:

         Erin R. Fay, Esq.
         Robert J. Dehney, Esq.
         Derek C. Abbott, Esq.
         Andrew R. Remming, Esq.
         MORRIS, NICHOLS, ARSHT & TUNNELL LLP
         1201 N. Market St., 16th Flr.
         PO Box 1347
         Wilmington, DE 19899-1347
         Telephone: 302-658-9200
         Facsimile: 302-658-3989

                - and -

         Leo T. Crowley, Esq.
         Jonathan J. Russo, Esq.
         Margot Erlich, Esq.
         PILLSBURY WINTHROP SHAW PITTMAN LLP
         1540 Broadway
         New York, NY 10036
         Telephone: (212) 858-1000
         Facsimile: (212) 858-1500

                    About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.  In its assets, the Debtor disclosed
$43,034,702.91 in total assets and at least $132,357,067.42 (plus
unknown) in total liabilities.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million.  An
auction was cancelled after the Debtors received no competing bid
during the bid deadline.  The Court also authorized the Debtors to
sell certain of their assets relating to their nuclear medicine
business to Union Hospital, Inc.


LEVEL 3: Posts $112 Million Net Income in First Quarter
-------------------------------------------------------
Level 3 Communications, Inc., reported net income of $112 million
on $1.60 billion of revenue for the three months ended March 31,
2014, as compared with a net loss of $78 million on $1.57 billion
of revenue for the same period in 2013.

As of March 31, 2014, the Company had $12.88 billion in total
assets, $11.29 billion in total liabilities and $1.59 billion in
total stockholders' equity.

"We started out the year with another good quarter," said Jeff
Storey, president and CEO of Level 3.  "The results reflect our
focus on execution and emphasis on profitable growth.  We continue
to capture market share by helping enterprises optimize their cost
structure while moving to newer, more scalable technologies."

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

                        http://is.gd/PK1uyg

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $109 million on $6.31 billion of
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $422 million on $6.37 billion of revenue in 2012.  The
Company incurred a net loss of $756 million in 2011.

                           *     *     *

In October 2013, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIFEPOINT HOSPITALS: Fitch Rates New $400MM Unsecured Notes 'BB'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to LifePoint Hospitals,
Inc.'s $400 million proposed senior unsecured notes. Proceeds of
the notes will be used to partially retire the company's $575
million convertible subordinated notes maturing later this month.

The ratings apply to approximately $2.4 billion of debt at March
31, 2014. The Rating Outlook is Stable.

Key Rating Drivers

-- Pro forma for the $400 million notes issue and pay-down of the
convertible subordinated notes maturity, LifePoint's pro forma
leverage (total debt to EBITDA) of 4.0x EBITDA, is amongst the
lowest in the for-profit hospital industry.

-- Debt has recently trended higher as the result of funding of
acquisitions and share repurchases, and Fitch expects the company
to continue to deploy capital for these purposes in 2014.

-- Liquidity is solid. Lower profitability resulting from the
integration of recently acquired hospitals is expected to pressure
the level of free cash flow (FCF; cash from operations less
dividends and capital expenditures), but Fitch expects it to
remain above $150 million annually.

-- Organic growth in patient volume has been persistently weak
across the for-profit hospital industry.  However, LifePoint's
recent hospital acquisitions in relatively faster growing markets
will support growth for the company.

More Aggressive Capital Deployment Driving Higher Leverage

At 4.2x total debt to EBITDA at March 31, 2014, LifePoint Hospital
Inc.'s (LifePoint) leverage is amongst the lowest in the for-
profit hospital industry, commensurate with the strong financial
flexibility required for a 'BB' category rating.  However,
leverage is up substantially over the past year, and Fitch expects
it to be maintained near 4.0x after pay-down of the $575 million
convertible subordianted notes maturity.

Unless risk associated with higher leverage is offset by continued
decent operating results and FCF generation, it will result in a
downgrade of the ratings.  Pro forma for the notes issuance and
pay-down of the senior subordinated convertible notes, Fitch
estimates gross debt leverage of 1.1x through the senior secured
bank debt and 3.9x through the senior unsecured notes.

In addition to the upcoming notes maturity, the primary uses of
cash in the first half of 2014 include several hospital
acquisitions and share repurchases.  Acquisitions have been a top
use of cash for LifePoint, consuming 52% of cash from operations
in 2012 and 2013 and 34% in the LTM ended March 31, 2014.  The
company closed one transaction so far 2014, requiring a $60
million cash commitment, and has announced several transactions
expected to close later in the year.

In recent transactions, LifePoint has added inpatient acute care
hospital assets in relatively faster growing markets, including
markets in three new states - North Carolina, Michigan and
Indiana.  Fitch thinks this strategy achieves some important aims
for LifePoint, including boosting relatively weak organic growth
in the company's existing markets and reducing geographic
concentration; 54% of 2013 revenue was generated in the company's
five largest states.

With CFO trending around $350 million and run-rate FCF of around
$170 million, based on the cost of its past acquisitions, Fitch
estimates that LifePoint can fund two or three transactions with
cash on hand annually.  However, given the rapid pace of
transactions and the recently larger cash commitments associated
with some acquisitions, there is a risk that funding of the
acquisition strategy could result in leverage sustained above the
4.0x level that is consistent with the 'BB' rating.

Decent Financial Flexibility

At March 31, 2014, liquidity was provided by approximately $532
million of cash on hand, availability on the company's $350
million bank credit facility revolver ($330 million available),
and FCF ($201 million for the latest 12 months [LTM] period,
defined as cash from operations less dividends and capital
expenditures).

The largest upcoming maturity is the $575 million senior
subordinated convertible notes maturing May 2014.  Fitch expects
the company will pay down the maturity using cash on hand,
including proceeds of the $400 million proposed notes.  Subsequent
to the convertible notes maturity, the next largest maturity does
not occur until 2017.  Fitch notes that LifePoint has ample
capacity to issue additional debt on either of the secured or
unsecured level.  The bank agreement permits additional secured
debt up to a senior secured leverage ratio of 3.5x with an $800
million carveout regardless of the ratio (there is a springing
lien provision in the senior unsecured notes indenture which
required these notes to become ratably secured when secured debt
is greater than 3.0x EBITDA).  A financial maintenance covenant
requires total-debt-to-EBITDA maintained below 5.0x.

Fitch projects that LifePoint's FCF will contract by about $40
million in 2014 versus the March 31, 2014 LTM level of $201
million, to $160 million.  This is because of lower profitability
and higher capital expenditures later in the year.  An expectation
for a slight contraction in the EBITDA margin is primarily because
of the integration of less profitable acquired hospitals.

Rural Market Recovery Lagging Broader Industry

LifePoint is the only pure-play non-urban operator in the for-
profit hospital industry, with a sole-provider position in nearly
all of its 60 markets, although the company has gained exposure in
larger rural and small suburban markets through some of its recent
acquisitions.  Having sole-provider status in the vast majority of
markets confers certain benefits on LifePoint in capturing organic
patient volume growth as well as in negotiating price increases
with commercial health insurers.

While LifePoint's organic patient volume growth has recently
lagged the broader for-profit hospital industry, the company's
results have been consistent with the experience of other rural
and suburban market hospital operators.  While persistently weak
organic volume trends across the industry began to show signs of
improvement in the second half of 2011, providers in urban markets
exhibited a much stronger rebound in volume growth that has since
reversed for most companies, with weak organic volume trends
industry-wide in 2012 - 2013.

LifePoint and the company's peers have recently been successful in
augmenting weak organic operating trends through acquisition of
inpatient hospitals and other types of care delivery assets.
Consolidation of the industry has been encouraged by the financial
pressures on smaller operators related to payment reforms that are
required by the Affordable Care Act (ACA), and capital
requirements necessary to comply with other government mandates,
such as the implementation of electronic health records.

Affordable Care Act a Positive Driver In 2014

LifePoint's Q1'14 operating results benefited from the early
implementation of the health insurance expansion provisions of the
ACA, including the mandate for individuals to purchase health
insurance or face a financial penalty, and the expansion of
Medicaid eligibility.  Most of the benefit to LifePoint's results
seems to have stemmed from a reduction in self-pay volumes as
opposed to higher utilization of healthcare by newly insured
individuals.  This result is consistent with Fitch expectations of
the influence of the ACA on the hospital industry.

Expansion of state Medicaid program is of particular importance to
reduction in self-pay patients and the associated headwind of bad
debt expense for hospital companies.  Seven of the 20 states in
which LifePoint operates hospitals expanded Medicaid programs on
Jan. 1, 2014, including five of the eight states where the company
has its largest revenue exposure.  LifePoint estimates that about
80% of the uninsured population of the seven states opting in to
Medicaid expansion qualifies for coverage under the new, more
generous, income limitations. The company further reports that 35%
of self-pay patient volumes are attributable to those same seven
states.

Rating Sensitivities

A downgrade of the ratings could result from gross debt to EBITDA
being maintained above 4.0x and FCF generation sustained below
$150 million annually.  The most likely driver of a negative
rating action is debt funding of capital deployment, including
acquisitions and share repurchases, contributing to leverage above
4.0x.  In addition, difficultly in the integration of recent
acquisitions and the timing and level of funding of capital
projects in new markets could weigh on FCF and the credit profile.

An upgrade of the ratings is not expected in the next several
years.  It would require the company to commit to maintain
leverage below 3.0x.  Fitch does not believe LifePoint has a
financial incentive to operate with leverage at such a low level,
and it is inconsistent with the company's recently more aggressive
stance toward capital deployment.

Debt Issue Ratings

Fitch currently rates LifePoint as follows:

-- Issuer Default Rating 'BB';
-- Secured bank facility 'BB+';
-- Senior unsecured notes 'BB';
-- Subordinated convertible notes 'BB-'.


LIFEPOINT HOSPITALS: Moody's Lowers Senior Debt Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of LifePoint
Hospitals, Inc.'s existing senior secured credit facilities and
senior unsecured notes, both to Ba2 from Ba1. Moody's also
affirmed LifePoint's Ba2 Corporate Family Rating and Ba2-PD
Probability of Default Rating. The rating outlook is stable. The
actions follow LifePoint's proposed $400 million add-on to the
company's 5.5% senior unsecured notes due 2021. Moody's
understands that the proceeds of the new notes will be used, along
with cash on hand, for general corporate purposes, including the
upcoming maturity of $575 million in convertible subordinated
notes.

The downgrade of the ratings on LifePoint's credit facilities and
unsecured notes reflects the elimination of a layer of loss
absorption below this more senior debt following the near term
maturity of the company's senior subordinated notes and the
proposed increase in the amount of senior unsecured debt
outstanding resulting from the current offering.

LifePoint's senior unsecured notes remain rated at the same level
as the company's senior secured debt. Given that the credit
facilities are secured solely by a pledge of stock and not by any
hard assets, Moody's views this as a weak collateral package and
assigns a 100% deficiency claim. This results in the credit
facilities being effectively unsecured with respect to Moody's
loss given default methodology, and hence the credit facilities
are rated at the same level as the unsecured notes.

Ratings downgraded:

  Senior secured credit facilities to Ba2 (LGD 4, 51%) from Ba1
  (LGD 3, 39%)

  Senior unsecured notes to Ba2 (LGD 4, 51%) from Ba1 (LGD 3, 39%)

Ratings affirmed:

  Corporate Family Rating at Ba2

  Probability of Default Rating at Ba2

  Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale

LifePoint's Ba2 Corporate Family Rating reflects Moody's
expectation that the company's operating performance will result
in strong interest coverage and cash flow coverage of debt.
Leverage will remain high in the near term but is expected to fall
below 4.0 times. Moody's also expects the company to continue with
its active pursuit of acquisitions and share repurchases. The
rating also incorporates Moody's expectation of a difficult
operating environment in the near term, characterized by
reimbursement pressures and weak volume trends, but improving over
the next 12-18 months as provisions of the Affordable Care Act are
further implemented.

Moody's does not expect an upgrade in the near term given the
elevated leverage. However, Moody's could upgrade the rating if
the company grows earnings through acquisitions that do not
significantly disrupt operations or require a material use of
incremental debt, such that debt to EBITDA is sustained at or
below 3.0 times.

Moody's could downgrade the rating if it believes LifePoint's
financial policy is becoming more aggressive and it pursues debt
financed acquisitions or share repurchases. Ratings could also be
downgraded if the company experiences operating challenges, or if
for any other reason Moody's expects debt to EBITDA to be
sustained above 4.0 times.

Headquartered in Brentwood, Tennessee, LifePoint is a leading
operator of general acute care hospitals with operations
predominantly in non-urban communities. The company generated
revenue of approximately $3.7 billion net of the provision for
doubtful accounts in the twelve months ended March 31, 2014.


LIFEPOINT HOSPITALS: S&P Affirms 'BB-' CCR; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on LifePoint Hospitals Inc.  The outlook is
negative.

At the same time, S&P affirmed all issue-level ratings.  S&P
revised the recovery rating on the first lien debt and unsecured
debt to '4' from '3'.  The '4' recovery rating indicates S&P's
expectation for average (30% to 50%) recovery for lenders in the
event of a payment default.  The ratings on the first lien and
unsecured notes are the same because S&P views the credit facility
and senior unsecured notes as pari passu because of the weak
security pledge on the first lien debt.  The company will use
proceeds of the term loan, and cash reserves to refinance its
existing convertible debt.

"The ratings on LifePoint Hospitals Inc. incorporate our
assessment that the rural hospital chain has a 'weak' business
risk profile, despite the necessary nature of its services,
because of the weak reimbursement environment, competitive nature
of its business including outmigration to larger communities, weak
patient volume trends, and adverse payor mix shift," said Standard
& Poor's credit analyst David Peknay.

S&P views LifePoint's financial risk profile as "significant",
reflecting a debt-to-EBITDA ratio within its publicly stated 3x to
4x target.  LifePoint's "weak" business risk profile reflects the
particular challenges it faces amid industry utilization
pressures. LifePoint's liquidity is "adequate" for its needs, with
sources of cash to exceed uses over the next 12 to 24 months.

S&P's negative rating outlook on LifePoint Hospitals reflects its
view that industry pressures and financial policy may jeopardize
its base case expectations and preclude its deleveraging scenario.
If physician employment costs, weak patient volume trends, and
reimbursement cuts continue to strain profitability, it may make
it difficult for the company to reduce leverage back to the level
that S&P considers consistent with a significant financial risk
profile.

S&P could revise the outlook to stable if the company reduces and
maintains leverage below 4x.  Key factors that S&P believes must
occur include the margin stabilization of its base business,
attainment of reasonable profitability from its acquisitions, and
confidence in the company's commitment to maintaining leverage
below 4x.

A downgrade would be predicated on operating challenges that would
prevent LifePoint from again achieving credit metrics consistent
with a significant financial risk profile.  This might include
sustained organic revenue declines of even modest size, caused by
a chronic reduction in admissions and adverse reimbursement
changes.  S&P believes this would be accompanied by a margin
contraction of at least 50 basis points.


LOFINO PROPERTIES: Files Amended Schedules F & G
------------------------------------------------
Lofino Properties, LLC has filed with the Bankruptcy Court amended
schedules F and G containing list of creditors holding unsecured
nonpriority claims and executory contracts and unexpired leases.

Copies of these schedules are available for free at:

     http://is.gd/oI2HTP
     http://is.gd/MpSTqQ
     http://is.gd/xP80PB

About Lofino Properties & Southland 75

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.

A sister company, Southland 75 LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.

The Hon. Judge Lawrence S. Walter presides over the cases.
According to the petitions, attorneys at Pickrel, Schaeffer, and
Ebeling, in Dayton, Ohio, represent the Debtors as counsel.  The
petitions were signed by Michael D. Lofino, managing member.

The Debtors have been operating under state court receiverships
since May 2013.  On Oct. 17, 2013, the Bankruptcy Court entered an
order denying the Debtors' motion for joint administration of
their cases.


MANJIT S. SANDHU: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: LP Manjit S. Sandhu Et Al
           dba Manjit Sandhu Mohiner Sanhu Et Al, LP
        7055 Cedar Mountain Drive
        Livermore, CA 94550

Case No.: 14-41910

Chapter 11 Petition Date: May 1, 2014

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Hon. Roger L. Efremsky

Debtor's Counsel: Badma Gutchinov, Esq.
                  LAW OFFICES OF BADMA GUTCHINOV
                  P. O. Box 16431
                  San Francisco, CA 94116-0431
                  Tel: (415) 572-7075
                  Email: gutchinov@gmail.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Manjit S. Sandhu, partner.

The Debtor listed Valley Community Bank, 3000 El Camino Real,
Suite Palo Alto CA 94306, as its largest unsecured creditor
holding a claim of $1.3 million.


MARISA ANN BELLECI: Facing Chapter 11 Case Dismissal
----------------------------------------------------
The Bankruptcy Court for the Northern District of California, in
Oakland, on April 8, 2014, converted the Chapter 13 case of Marisa
Ann Belleci (Bankr. N.D. Calif. Case No. 14-40261) to chapter 11.
On April 9, 2014, a Notice was sent to the debtor directing the
debtor to file the List of Creditors Holding 20 Largest Unsecured
Claims (Official Form 4) within 14 days or the case might be
dismissed without further notice.  The Court notes that the
required document was not filed within that time frame, nor has it
been filed to date.  In an April 29, 2014 Memorandum available at
http://is.gd/CjIN37from Leagle.com, Bankruptcy Judge William J.
Lafferty, III, held that, if the debtor does not file the List of
Creditors Holding 20 Largest Unsecured Claims (Official Form 4)
within seven days of entry of the order, the case will be
dismissed.


MARSHALL CREEK: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Marshall Creek Retail Investors, LLC
        3735 Beam Road, Suite B
        Charlotte, NC 28217

Case No.: 14-01777

Chapter 11 Petition Date: April 15, 2014

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

Debtor's Counsel: R Scott Shuker, Esq.
                  LATHAM, SHUKER, EDEN & BEAUDINE LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bknotice@lseblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gary J. Davies, Durban Management, LLC,
manager of the Debtor.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-01777.pdf


MEE APPAREL: Auction to Be Held May 21; Bids Due May 19
-------------------------------------------------------
The assets of MEE Apparel LLC and MEE Direct LLC will be sold at
auction commencing on May 21, 2014 at 10:00 a.m. (Eastern Standard
Time), at the offices of Cole, Schotz, Meisel, Forman & Leonard,
P.A., Court Plaza North, 25 Main Street, Hackensack, New Jersey
07601.

Offers for the Debtors' assets are due May 19, 2014 at 12:00 p.m.
(Eastern Standard Time).

The Bankruptcy Court on April 24 approved the Debtors' proposed
procedures for (a) submitting bids for the purchase of
substantially all of the Debtors' assets, and (b) conducting an
auction.  The Court also authorized the Debtors' to enter into a
stalking horse agreement for the purpose of establishing a minimum
acceptable bid for the assets.  The Court also approved procedures
for the assumption and assignment of certain executory contracts
and unexpired leases in connection with the sale of the Debtors'
assets.

The Auction may be adjourned or rescheduled without further notice
by an announcement of the adjourned date at the Auction.  The
Debtors reserve the right to cancel the Auction if two or more
Qualified Bids are not received as of the Bid Deadline.

The sale of the Assets to the Successful Bidder will be presented
for authorization and approval by the Court at the Sale Approval
Hearing, which is scheduled to be held on May 28, 2014 at 10:00
a.m. (Eastern Standard Time).

Objections, if any, to approval of the sale of the Assets to the
Successful Bidder, including any objections to the proposed
assumption and assignment of certain Contracts and , are due no
later than 4:00 p.m. (Eastern Standard Time) on May 23.

The Court's Order requires the Successful Bidder to consummate the
purchase of the Assets by 11:59 p.m. (Eastern Standard Time) on
May 30, 2014.

As reported by the Troubled Company Reporter, Suchman LLC will be
the stalking horse bidder.  Suchman is one of the Debtors'
prepetition lenders, indirect equity owner, and proposed DIP
lender.  Suchman is owned 100% by Seth Gerszberg, the indirect
owner of the Debtor.

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

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

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

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

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

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

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

The Committee had opposed a quick sale.  The U.S. Trustee and
General Growth Properties and other landlords also filed
objections to the bidding procedures.  The landlords noted that
the bidding procedures do not afford sufficient time to address
adequate assurance of performance or the additional protections
afforded to shopping center leases.

The Taubman Landlords joined in the Objection of General Growth
Properties.  The Taubman Landlords are the owners of a certain
regional retail shopping center which include: Dolphin Mall
Associates LLC, commonly known as Dolphin Mall, located in Miami,
Florida; and Taubman Auburn Hills Associates Limited Partnership,
commonly known as Great Lakes Crossing Outlets, located in Auburn
Hills, Michigan.

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

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

The Taubman Landlords are represented in the case by:

     Sandy L. Galacio, Jr., Esq.
     WINDELS MARX LANE & MITTENDORF, LLP
     120 Albany Street Plaza, 6th Floor
     New Brunswick, NJ 08901
     Tel: (732) 846-7600
     Fax: (732) 846-8877
     E-mail: sgalacio@windelsmarx.com

          - and -

     Andrew S. Conway, Esq.
     200 East Long Lake Road, Suite 300
     Bloomfield Hills, MI 48304
     Tel: (248) 258-7427
     E-mail: Aconway@taubman.com

                        About MEE Apparel

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

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

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

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

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

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

Michael D. Sirota, Esq., David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
serve as the Debtor's counsel.  Prime Clerk LLC is the Debtor's
claims and noticing agent.  Innovation Capital, LLC, acts as the
Debtor's investment banker.  The petitions were signed by Jeffrey
L. Gregg as chief restructuring officer.

An official committee of unsecured creditors is represented by
David M. Posner, Esq., Jessica M. Ward, Esq., and Kevin Zuzolo,
Esq., at Otterbourg P.C.

Counsel to the DIP Lender is Ronn S. Davids, Esq., at Venable LLP,
in Los Angeles, California.  Counsel to Rosenthal & Rosenthal,
Inc., as factor under a prepetition factoring agreements is Aaron
S. Applebaum, Esq., at McElroy, Deutsch, Mulvaney & Carpenter,
LLP, in Wilmington, Delaware.


MEE APPAREL: Wins Final Approval of $7MM Suchman DIP Financing
--------------------------------------------------------------
Bankruptcy Judge Christine M. Gravelle gave her stamp of approval
on the request of MEE Apparel LLC and MEE Direct LLC for a final
order:

     (1) authorizing the Debtors to obtain priming subordinated
senior secured super-priority postpetition extensions of credit in
an aggregate principal amount not to exceed $7 million, from
Suchman, LLC, as DIP lender;

     (2) authorizing the Debtors to execute and enter into the DIP
Credit Agreement and the other DIP Loan Documents and to perform
such other and further acts as may be required in connection with
the DIP Loan Documents;

     (3) authorizing the Debtors' use of Cash;

     (4) granting, to the DIP Lender, certain security interests,
liens and superpriority claims pursuant to 11 U.S.C. Section 364,
et seq.;

     (5) validating the Existing Factoring Agreements, the
Existing Factoring Facility, and Existing WF Credit Facility as
valid, binding and properly perfected obligations of the Debtors,
enforceable against the Debtors in accordance with their terms;

     (6) granting adequate protection; and

     (7) modifying the automatic stay.

The DIP lender is also serving as stalking horse bidder for
substantially all of the Debtors' assets at an auction slated
later this month.  Suchman is one of the Debtors' prepetition
lenders, indirect equity owner, and proposed DIP lender.  Suchman
is owned 100% by Seth Gerszberg, the indirect owner of the Debtor.

The Existing WF Credit Facility is the July 2011 credit agreement
between the Debtors and Suchman LLC, as successor in interest to
Wells Fargo Bank, National Association.

An interim hearing on the DIP Motion was held on April 4, 2014 and
an order having been entered on April 7 approving the Motion on an
interim basis, which allowed the Debtors to use up to $1,836,032
of the loan availability.  The final hearing was set for April 21.
Several parties have filed objections to the DIP financing.

As of the Petition Date, the principal amount of indebtedness owed
under the Existing Factoring Agreement to the Existing Factor by
the Debtors, exclusive of accrued but unpaid interest, costs, fees
and expenses, was approximately $6 million.

As of the Petition Date, the principal amount of the Existing WF
Credit Facility owed to Suchman, LLC as the successor to the
Existing WF Facility Agent and the Existing WF Facility Lenders
under the Existing WF Credit Facility by the Debtors, exclusive of
accrued but unpaid interest, costs, fees and expenses, was
approximately $20.38 million.

The DIP Facility matures on the earliest of the date that is six
months from the date of the Agreement, the effective date or the
substantial consummation of a plan of reorganization, the date of
a sale or liquidation of the Equity Interests or the assets of the
Borrowers, and the arlier date on which all loans and other
obligations for payment of money shall become due and payable.

The Final DIP Order incorporates the revised bidding, auction and
sale schedules approved by the Bankruptcy Court, and reported
elsewhere in today's Troubled Company Reporter.

                   Payments to Existing Factor

The Existing Factor is Rosenthal & Rosenthal Inc.  The Final DIP
Order provides that the Existing Factor will be entitled to have
the Debtors pay all reasonable out-of-pocket fees, costs and
expenses incurred by the Existing Factor with respect to the Pre-
Petition Obligations (including, without limitation, the
reasonable fees and disbursements of counsel and other
professional advisers advising the Existing Factor, including
McElroy, Deutsch, Mulvaney & Carpenter, LLP, and any other
professionals retained by the Existing Factor.

The Existing Factor's consent for the Debtors to use its Cash
Collateral is expressly conditioned upon receipt of payments by
the Debtors reducing the total indebtedness of the Existing Factor
Lien Claims to $4 million.  If the Debtors fail to make any
payment by the deadline, unless the Existing Factor agrees in
writing otherwise, the Debtors' authority to use the Existing
Factor's cash collateral shall be immediately terminated, without
requirement of any notice, and the Existing Factor may immediately
recommence the automatic sweep from the MEE Corporate Account to
the Existing Factor under the Existing Factor Agreements.  The
Debtors' authorization to continue using the Existing
Factor's Cash Collateral shall only be reinstated upon issuance of
any missed payment or upon further Court Order.  The paydown
milestones are:

     (i) Within two  business days following entry of the Interim
Order, to the extent not previously received, the Existing Factor
shall receive an initial paydown payment of $5,300,000 in good
funds, which payment was made on April [3], 2014.

   (ii) On or before April 12, 2014, the Existing Factor shall
receive paydown payments such that the total indebtedness under
the Existing Factor Lien Claims shall be reduced to not more than
$5.8 million, which payments were made on or before April 12,
2014.

  (iii) On or before April 26, 2014, the Existing Factor shall
receive paydown payments such that the total indebtedness under
the Existing Factor Lien Claims shall be reduced to not more than
$4.5 million.

   (iv) On or before May 10, 2014, the Existing factor shall
receive paydown payments such that the total indebtedness under
the Existing Factor Lien Claims shall be reduced to not more than
$4 million.

At all times after the total indebtedness under the Existing
Factor Lien Claims has been reduced to $4 million or less, and
until such time as the obligations under the Existing Factor
Agreements are satisfied in full or assigned to and assumed in
connection with the Suchman Sale, (A) the Debtors shall maintain a
collateral base securing the indebtedness of not less than $1
million in cash collateral (i.e., the Suchman Cash Dominion
pledge) and $8 million in inventory and (B) the collection or
receipt of any receivables or other sums due to the Debtors by
the Existing Factor shall be remitted to the DIP Lender.

                          Sub Rosa Plan

Roberta A. DeAngelis, the United States Trustee for Region 3,
through counsel, Jeffrey M. Sponder, Esq., objected to the DIP
financing motion as well as the proposed sale of the Debtors'
assets.  "At this time, there is no assurance that the Debtors
will confirm a chapter 11 plan.  Through the proposed sale and the
Interim DIP Order, the Debtors seek to sell substantially all of
their assets and grant broad releases to Gerszberg, Suchman and
related entities with respect to many causes of action after the
expiration of the Committee's challenge period.  The result
appears to be a sub rosa plan," the U.S. Trustee said.

The government watchdog also pointed out that the Debtors seek to
transfer personally identifiable information of its customers to
Suchman.  However, since the Debtors advise their customers that
"their personal information will not be disclosed to third-party
vendors outside of the Debtors," a consumer privacy ombudsman must
be appointed to protect the information.

A copy of the U.S. Trustee's objection is available at:

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

                      Committee's Objection

The Official Committee of Unsecured Creditors objected to the DIP
Financing Motion, complaining about the sale-related milestones
required by the DIP lender.  The Committee said that through the
proposed DIP Financing, Seth Gerszberg has dictated a timeline for
these cases that appears to be based on nothing more than an
arbitrary set of deadlines designed to place maximum pressure on
all other parties.  The Committee argued that there is no
justification for such a compressed time frame that leaves
inadequate time to address the concerns of various constituencies.
Certain landlords have already objected to the sale and correctly
noted that the Bidding Procedures do not afford sufficient time to
address adequate assurance of performance or the additional
protections afforded to shopping center leases.

The Committee also noted that the DIP Final Order, as proposed,
requires that the Debtors maintain a collateral base securing the
obligations owed to the Factor of not less than $1 million in cash
collateral and $8 million in inventory.  The Committee said its
financial advisors believe that the Debtors may have difficulty
maintaining the $8 million inventory level and this is an obvious
concern since such levels may not have been necessary if Suchman
had not reduced its Cash Dominion pledge.  In addition, the
Committee has various concerns about certain forecasted payments
-- most notably are significant salary payments to Gerszberg
family members.  The Gerszbergs must cease using their controlled
entities as their personal piggy bank and the Committee must
analyze the intercompany transactions that have been commonplace
for so long. The only way to maximize value for all stakeholders
is to slow these cases down and review additional restructuring
alternatives.  A quick sale to an insider of the Debtors serves no
interest other than Gerszberg's own self-interest, the Committee
said.

Simon Property Group, Inc., filed a limited joinder to the
Committee's objection.  SPG joins in that portion of the
Committee's objection to the DIP Motion that challenges the
Debtors' use of default and similar provisions in the DIP facility
to justify an expedited time schedule for moving forward to court
approval and closing on a 363 sale, including expedited
determination of section 365 assumption issues.

A copy of the Committee's Objection is available at no charge at:

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

                        Debtor's Response

The Debtors have acquiesced to the Committee's request and agreed
to move certain sale-related deadlines.  The Debtors filed with
the Court a revised bidding procedures order and a revised Final
DIP order to address the objections raised.

The Debtors also said the facts of the case "simply do not
necessitate the appointment of a consumer privacy ombudsman."

A copy of the Debtors' omnibus response to the objections is
available at:

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

The Final DIP Order provides that (A) the Debtors must maintain a
collateral base securing the debt of not less than $1 million in
cash collateral (i.e., the Suchman Cash Dominion pledge) and $8
million in inventory and (B) the collection or receipt of any
receivables or other sums due to the Debtors by
the Existing Factor shall be remitted to the DIP Lender.

                         Committee Probe

The Final DIP Order also provides that the extent, validity,
priority, perfection and enforceability of the Existing WF Credit
Facility are for all purposes subject to the rights of any party
in interest, other than the Debtors, to file a complaint pursuant
to Bankruptcy Rule 7001, seeking to invalidate, subordinate or
otherwise challenge any of the Existing WF Credit Facility;
provided, however, that the complaint must be filed in Court
before the earlier to occur of (i) five business days prior to the
first day on which a hearing to consider confirmation of a plan of
reorganization is scheduled by the Court and (ii) June 9, 2014,
which date is 60 days from the appointment of the Committee.

The DIP Order provides that the Committee may incur up to $25,000
in fees and disbursements that may be reimbursed with proceeds of
the DIP Loans for purposes of investigation of any claims against
(i) the DIP Lender or its claims or Liens whether under the DIP
Credit Agreement or any other DIP Loan Document, and (ii) under
the Existing WF Credit Facility or instruments entered into in
connection with the foregoing.

                        Macerich Challenge

The Macerich Company, parent of Queens Center SPE LLC, objected to
the DIP Financing.  Macerich, either directly or through its
affiliates, leased commercial retail space to the Debtors at five
locations on a prepetition basis.  Macerich is the owner and
landlord of the Queens Center mall located at 90-15 Queens
Boulevard, Elmhurst, New York 11373.  The Debtors were the former
tenant of Space No. 2097 in the Queens Center.  Macerich and the
Debtors are involved in pre-bankruptcy litigation wherein Macerich
seeks immediate possession of the Premises as well as an award
against the Debtors for damages.  Macerich said that since the
Petition Date, they have engaged in a constructive dialogue with
the Debtors' bankruptcy counsel regarding a possible consensual
resolution of the dispute surrounding the surrender of the
Premises.  While those discussions are ongoing, Macerich remains
concerned that, in light of the failure of the Debtors to reject
the Lease, the pendency of the proceeding and the DIP Motion could
prejudice Macerich as it waits to obtain final authority to take
the steps necessary to re-let the Premises abandoned by the
Debtors this past January.

The DIP Order provides that upon the occurrence of a Termination
Date, the rights of the Existing Factor or DIP Lender to enter
onto the Debtors' leased premises are limited to (i) any rights
agreed to in writing by the applicable landlord in favor of the
Existing Factor or DIP Lender or their designee, whether before or
after the Petition Date, including, without limitation, in the
governing lease agreement itself or in any landlord waiver or
similar agreement), (ii) any rights that Existing Factor and/or
DIP Lender have under applicable nonbankruptcy law, if any, or
(iii) such rights as may be granted by the Court following an
expedited hearing on a separate motion with not less than five
business days' notice to the applicable landlords of the leased
premises.

A full-text copy of the Final DIP Order, including the Debtors'
budget through June 28, 2014, is available at no extra charge at:

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

The DIP Lender may be reached at:

     Suchman LLC
     501 Tenth Avenue, Floor 7
     New York, NY 10018
     Attn: Gregg Donnenfield
     Tel: 917-262-1000
     E-mail: gregg@thecollective.com

Counsel for The Macerich Company and Queens Center SPE LLC are:

     Richard S. Kanowitz, Esq.
     Ronald Sussman, Esq.
     Michael Klein, Esq.
     COOLEY LLP
     1114 Avenue of the Americas
     New York, NY 10036
     Tel: (212) 479-6000
     Fax: (212) 479-6275
     E-mail: rkanowitz@cooley.com
             rsussman@cooley.com
             mklein@cooley.com

Counsel to Simon Property Group, Inc., is:

     Brett S. Moore, Esq.
     PORZIO, BROMBERG & NEWMAN, P.C.
     100 Southgate Parkway
     P.O. Box 1997
     Morristown, NJ 07962-1997
     Tel: 973-889-4231
     Fax: 973-538-5146
     E-mail: bsmoore@pbnlaw.com

                        About MEE Apparel

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

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

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

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

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

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

Michael D. Sirota, Esq., David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
serve as the Debtor's counsel.  Prime Clerk LLC is the Debtor's
claims and noticing agent.  Innovation Capital, LLC, acts as the
Debtor's investment banker.  The petitions were signed by Jeffrey
L. Gregg as chief restructuring officer.

An official committee of unsecured creditors is represented by
David M. Posner, Esq., Jessica M. Ward, Esq., and Kevin Zuzolo,
Esq., at Otterbourg P.C.

Counsel to the DIP Lender is Ronn S. Davids, Esq., at Venable LLP,
in Los Angeles, California.  Counsel to Rosenthal & Rosenthal,
Inc., as factor under a prepetition factoring agreements is Aaron
S. Applebaum, Esq., at McElroy, Deutsch, Mulvaney & Carpenter,
LLP, in Wilmington, Delaware.


MEE APPAREL: Innovation Capital Approved as Investment Banker
-------------------------------------------------------------
Bankruptcy Judge Christine M. Gravelle authorized MEE Apparel LLC
and MEE Direct LLC to employ Innovation Capital, LLC as their
investment bankers pursuant to 11 U.S.C. Sec. 327(a).

As reported by the Troubled Company Reporter on April 24, 2014,
the Debtors tapped Innovation to assist them with (i) a sale,
merger or acquisition of all of the equity interest in, or
substantially all of the assets of the Debtors and (ii) arranging
debtor-in-possession financing in connection with the Chapter 11
cases.

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

Innovation will be paid according to this scheme:

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

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

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

If, during the term of the Agreement, and as a result of the
efforts and introductions of Innovation, the Company determines to
raise external funds or enter into another transaction with any
entity contacted by Innovation, the Company is be obligated to
compensate Innovation for its services in structuring the other
Transaction and introducing the parties.  The Company agrees to
pay Innovation, or to cause Innovation to be paid, fees comparable
to those customarily charged by investment banking firms in
similar transactions, such fees to be paid upon the consummation
of such transaction.

The term of the parties' Agreement will run for a period of six
months from the date of entry.  The Term may only be extended if
mutually agreed upon in writing by Innovation and the Company.
Notwithstanding, the provisions on the firm's fees and regarding
other transactions will inure to the benefit of Innovation for a
period of 12 months from the date of termination, even if the
Closing of a Transaction occurs after the expiration or
termination of the Agreement.

Matthew J. Sodl, the firm's Managing Director, attests that
Innovation does not hold or represent any interest adverse to the
Debtors, their creditors or estates and is a disinterested person
as that term is defined in Section 101(14) of the Bankruptcy Code.

     Matthew J. Sodl
     INNOVATION CAPITAL, LLC
     222 North Sepulveda Blvd., Suite 1300
     El Segundo, CA 90245
     Tel: (310) 335-9333
     E-mail: msodl@innovation-capital.com

                        About MEE Apparel

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

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

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

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

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

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

Michael D. Sirota, Esq., David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
serve as the Debtor's counsel.  Prime Clerk LLC is the Debtor's
claims and noticing agent.  Innovation Capital, LLC, acts as the
Debtor's investment banker.  The petitions were signed by Jeffrey
L. Gregg as chief restructuring officer.

An official committee of unsecured creditors is represented by
David M. Posner, Esq., Jessica M. Ward, Esq., and Kevin Zuzolo,
Esq., at Otterbourg P.C.

Counsel to the DIP Lender is Ronn S. Davids, Esq., at Venable LLP,
in Los Angeles, California.  Counsel to Rosenthal & Rosenthal,
Inc., as factor under a prepetition factoring agreements is Aaron
S. Applebaum, Esq., at McElroy, Deutsch, Mulvaney & Carpenter,
LLP, in Wilmington, Delaware.


MERCER INT'L: Stendall Mill Gets Waiver for Credit Facilities
-------------------------------------------------------------
Mercer International Inc. on May 1 disclosed that in March 2014,
the Company's Stendal mill received a waiver under its two term
credit facilities to: postpone the testing date of its Senior
Debt/EBITDA cover ratio to September 30, 2014 from June 30, 2014
and report thereon by November 15, 2014; extend the date by which
a portion of the net proceeds of its recent equity offering must
be contributed to Stendal to November 17, 2014; and confirm that
any such contributed capital shall qualify as an "equity cure" in
the event that the Stendal mill is not in compliance with
prescribed financial ratio covenants.

The disclosure was made in Mercer International's earnings release
for the for the first quarter ended March 31, 2014, a copy of
which is available for free at http://is.gd/4FDCEQ

Mercer International Inc. -- http://www.mercerint.com-- is a
global pulp manufacturing company.


MERIT LIFE: A.M. Best Affirms 'B' Financial Strength Rating
-----------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) and issuer credit ratings of "bb+" of Merit Life Insurance
Co (Merit) and Yosemite Insurance Company (Yosemite).  The outlook
for all ratings is stable.  Both companies are headquartered in
Evansville, IN.

The ratings for Merit and Yosemite reflect the drag of their
parent, Springleaf Finance Corp. (SFC) (Evansville, IN), a below
investment-grade consumer finance company, whose operating
flexibility and business profile have been challenged by the
credit crisis of 2008 and the subsequent difficult macroeconomic
environment.  However, A.M. Best notes that SFC has made progress
in recent periods in repaying near-term debt and extending its
liquidity run way along with an improving operating performance
and the establishment of secured funding facilities (added $1
billion back-up liquidity lines that are currently undrawn) to
support loan origination.  The company repaid or refinanced $4.7
billion of debt maturing in 2017, using proceeds from personal
loans and residential mortgage securitizations and issuances of
senior unsecured notes.  However, SFC's growing reliance upon
secured funding and its uncertain access to the debt capital
markets is an ongoing concern.

Merit's business is focused on the credit life and accident
businesses within SFC.  A.M. Best believes that its core credit
lines of business may be challenged by the weakened credit profile
of SFC.  However, A.M. Best notes that premiums have increased
noticeably over the past few years due to a slowly improving
economy and increased lending activity at SFC.  While the absolute
level of capital and surplus has declined over the past five-year
period at Merit (due to approximately $325 million of stockholder
dividends during this time), the company continues to maintain a
strong level of risk-adjusted capital and has reduced exposure to
less liquid and higher risk assets in its general account
investment portfolio over the past year.  The company also
maintains adequate liquidity to meet its insurance obligations.
Also, operating results have remained positive over the past five-
year period despite a general decline due to the impact of lower
investment income, which can be attributed to a reduced invested
asset base resulting from the aforementioned dividends, statutory
strain from an increase in new business sales (in recent periods)
and fluctuating mortality in its ordinary life insurance line of
business.  A.M. Best believes operating results may be pressured
somewhat over the near term at Merit due to a continued decline in
investment income and additional statutory strain from new
business sales.

The stand-alone attributes of Yosemite are extremely favorable in
terms of its strong risk-adjusted capitalization, liquidity and
continued outstanding underwriting and operating profitability
derived from its credit insurance operations.  Yosemite maintains
a level of risk-adjusted capitalization that is well supportive of
its ratings and continues to produce operating results that
significantly outperform its peer composite.  Yosemite also
maintains liquidity measures above composite averages.  The
advantages and disadvantages of the company's captive relationship
with SFC were additional factors considered in the ratings, which
contemplate the potential for any future operational disruption
due to Yosemite's dependence on SFC, as its sole source of
business and distribution channel.  Future financial constraints
also were considered in terms of dividends and/or potential
divestitures.

Rating factors that could cause future positive or negative
ratings pressure and/or a revised outlook for Merit and Yosemite
are primarily influenced by SFC's financial condition, which is
largely tied to its ability to meet upcoming debt maturities and
secure long-term funding.  However, a continued decline in capital
and surplus at Merit due to excessive stockholder dividends also
may result in negative ratings pressure.


MFM DELAWARE: Court Confirms Amended Chapter 11 Plan
----------------------------------------------------
U.S. Bankruptcy Judge Peter J. Walsh issued an order on April 30,
2014, approving and confirming the Amended Chapter 11 Plan of MFM
Delaware Inc. and MFM Industries, Inc.

Prior to the Court's entry of its Confirmation Order, the Debtors
filed a Notice of Corrected Second Amendment, a copy of which may
be accessed for free at http://is.gd/VSviIhwhich contains, among
other things, a table of the amounts and class of the Claims of
Argosy and Odyssey.

The Notice of Second Amendment explained that the Schedules for
MFM Industries originally listed the Scheduled Claim as
$86,448.11.  Industries thereafter objected to the Scheduled Claim
and pursuant to a letter agreement dated April 11, 2014, Argosy
and the Debtors agreed, among other things, to reduce the
Scheduled Claim to $60,000. Under the Settlement, (a) Argosy and
Odyssey also agreed to vote in favor of the Plan and support the
Plan, and (b) Argosy agreed to accept 90% of the dividend that it
would otherwise be entitled to receive for the claims.

Additional paragraphs were also added to Sections 8.9, 14.16, and
14.17 of the Plan.

Under the Court's Plan Confirmation Order, Matthew A. Crane is
appointed to serve as the Distribution Agent in accordance with
the terms of the Plan.

The Debtors' Assets and Liabilities, including Claims, are not
being substantively consolidated.  Each Debtor remains responsible
for the payment of quarterly fees pursuant to 28 U.S.C. Section
1930 to the Office of the U.S. Trustee until such time as a
particular case is closed, dismissed or converted.

The Plan Confirmation Order also provides that on the Effective
Date, the Assets of the Debtors will automatically revest in the
Debtors, free and clear of all claims, liens, charges or other
encumbrances.

The issuance, transfer or exchange of a security, or the making or
delivery of an instrument of transfer of the Plan, including,
without limitation, the sale of certain parcels of real property
commonly known as 3951 W. Highway 329, Reddick, Marion County,
Florida, or any other sale of the Florida Real Property that may
be later approved by the Court, in the event the Sale Transaction
fails to close, will not be taxed under any law imposing a stamp
tax or similar tax.

Any objection to confirmation of the Plan that have not been
withdrawn prior to the entry of the Confirmation Order are
overruled in their entirety, and any withdrawn objection are
deemed withdrawn with prejudice.

A full-text copy of the Plan Confirmation Order may be accessed
for free at http://is.gd/a0WNW9

                      About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

The Rosner Law Group, LLC and King & Spalding LLP represent the
Debtors.  Pharus Securities, LLC, serves as the Debtors'
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MFM DELAWARE: Settlement Resolving Spitfire Claims Gets Court OK
----------------------------------------------------------------
U.S. Bankruptcy Judge Peter J. Walsh approved a settlement between
Debtors MFM Delaware, Inc. and MFM Industries, Inc. and Spitfire
Global, Inc.

MFM Industries and Spitfire Global were parties to a prepetition
commission agreement, dated October 4, 2010, and a consulting
agreement, under which MFM Industries agreed to pay commissions to
Spitfire calculated based on particular formulas with regard to
certain products sold and to pay Spitfire monthly consulting
payments for assisting with the development of new products.

Spitfire holds a proof of claim (Claim No. 23), which asserts that
the amount owed for commissions and consulting payments under the
Agreements was $237,062 as of the Petition Date.  As part of the
Debtors' Second (Substantive) Omnibus Objection to Claims, the
Debtors objected to the Spitfire Claim and sought to have the
claim reduced to $70,000 and the priority status of the claim
modified to general unsecured.  Spitfire also holds a claim
against MFM Delaware arising from a promissory note. MFM Delaware
scheduled this claim as undisputed, in the amounts of $72,636.61
and $28,576.39.

Pursuant to the Spitfire Settlement, Spitfire and the Debtors have
agreed to the entry of an order (the Objection Order) resolving
the Second Omnibus Objection. The Objection Order would allow the
Spitfire Claim in the amount of $152,500, with $12,000 of that
amount being entitled to priority treatment and classified for
voting and distribution purposes as a Class 2 claim under the
Debtors' proposed Chapter 11 Plan, and the remaining $140,500
being entitled to general unsecured treatment and classified for
voting and distribution purposes as a Class 3(a) claim under the
Debtors' proposed Chapter 11 Plan. Spitfire has also agreed to
waive any distribution that may be made under the Debtors' Chapter
11 Plan on account of the Scheduled Claims or with regard to any
other claim held by Spitfire against MFM Delaware, and has agreed
that the Objection Order will deem the Scheduled Claims fully
satisfied.

                      About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

The Rosner Law Group, LLC and King & Spalding LLP represent the
Debtors.  Pharus Securities, LLC, serves as the Debtors'
investment banker.

According to the Disclosure Statement filed Jan. 23, 2014, the
Chapter 11 plan does not provide for the substantive consolidation
of the Debtors' estates.  The Debtors anticipate that MFM
Industries' creditors will receive a cash distribution and that
certain of MFM Delaware's creditors may, under certain
circumstances, receive a distribution.  The Court confirmed the
Debtors' Amended Plan on April 30, 2014.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MID-EASTERN ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Mid-Eastern Associates, L.L.C.
        1353 South Military Highway
        Chesapeake, VA 23320

Case No.: 14-71651

Chapter 11 Petition Date: May 2, 2014

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

Judge: Hon. Frank J. Santoro

Debtor's Counsel: George Minor, Jr., Esq.
                  539 High Street
                  P.O. Box E
                  Portsmouth, VA 23705
                  Tel: (757) 399-6389
                  Fax: (757) 399-1378
                  Email: georgeminorjr@verizon.net

Estimated Assets: not indicated

Estimated Liabilities: not indicated

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


MMODAL HOLDINGS: U.S. Trustee Appoints 3-Member Creditors' Panel
----------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
notified the U.S. Bankruptcy Court for the Southern District of
New York that he has appointed three members to the official
committee of unsecured creditors in Legend Parent, Inc., et al.'s
Chapter 11 cases.

The Committee members are:

   (1) US Bank National Association, as Trustee
       Global Corporate Trust Services
       60 Livingston Avenue
       St. Paul, Minnesota 55107
       Attention: Julie J. Becker, Vice President
       Telephone: (651) 466-5869
       Email: Julie.Becker@usbank.com

   (2) Advanced Media, Inc.
       6F Sunshine City Bunka Kaikan
       3-1-4 Higashi-Ikebukuro
       Toshima-ku, Tokyo, Japan 170-8630
       Attention: Masaki Honda, Executive Officer
       Telephone: +81-3-5958-1031
       Email: m-honda@advanced-media.co.jp

   (3) Astor Crowne Plaza Hotel
       c/o LNR Property LLC
       1140 Avenue of the Americas, 5th Floor
       New York, NY 10036
       Attention: Jerry Hirschkorn, Assistant General Counsel
       Telephone: (305) 695-5904
       Email: jhirschkorn@lnrproperty.com

U.S. Bank and Advanced Media are listed as one of the Debtors'
largest unsecured creditors.  U.S. Bank holds claims totaling
$265.9 million, while Advanced Media holds claims totaling $2.2
million.

The Creditors' Committee is represented by:

         Kristopher M. Hansen, Esq.
         Frank A. Merola, Esq.
         Matthew G. Garofalo, Esq.
         STROOCK & STROOCK & LAVAN LLP
         180 Maiden Lane
         New York, NY 10038-4982
         Telephone: (212) 806-5400
         Facsimile: (212) 806-6006
         Email khansen@stroock.com
               fmerola@stroock.com
               mgarofalo@stroock.com

FTI Consulting serves as financial advisor to the Creditors'
Committee.  Michael Diaz -- matt.diaz@fticonsulting.com -- a
senior managing director at FTI, leads the team.

The U.S. Trustee is represented by Andrea B. Schwartz, Esq., Trial
Attorney, in New York.

                         About M*Modal

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

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

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

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

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

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

Royal Bank of Canada is administrative and collateral agent to a
consortium of lenders who committed to provide $30 million in
postpetition financing to the Debtors.  The DIP Agent and the
Administrative Agent under the Credit Facility is represented by
Richard A. Levy, Esq. -- richard.levy@lw.com -- at Latham &
Watkins LLP, in Chicago, Illinois.


MMODAL HOLDINGS: May 6 Hearing on Proposed $30MM DIP Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on May 6, 2014 at 10:00 a.m. (Eastern
Time), to consider approval of Legend Parent, Inc., et al.'s
request for authority to obtain postpetition financing in an
original principal amount of $30 million and use cash collateral
securing their prepetition indebtedness.

Royal Bank of Canada serves as administrative agent and collateral
agent on behalf of a syndicate of financial institutions.  RBC
also serves as administrative agent under the Debtors' prepetition
credit facility consisting of a $75 million revolving facility and
a $445 million term loan.  As of the Petition Date, the Debtors
were indebted to the prepetition secured parties in the aggregate
principal amount of approximately $75 million under the revolving
credit commitment, and approximately $424.6 million under the term
loan.

All amounts outstanding under the DIP Facility will bear interest
at, for Eurodollar Loans, LIBOR plus 7.95% with a LIBOR floor of
1.5% and for Base Rate Loans, the Base Rate plus 6.95% with a Base
Rate floor of 2.5%.

Under the DIP Loans, the Debtors are required to obtain an order
approving the disclosure statement explaining a plan of
reorganization on or before June 4, and obtain an order confirming
the plan on or before July 16.  The Debtors are also required to
have consummated their Plan on or before Aug. 15.

Brandon Aebersold, a managing director in the restructuring group
of Lazard Freres & Co. LLC, said in court papers that the Debtors
need to obtain access to the DIP Financing and cash collateral to
permit, among other things, the orderly continuation of the
operation of their businesses, to maintain business relationships
with vendors, suppliers and customers, to make payroll, and to
satisfy other working capital and operational needs, including to
address potential adverse impact on their business and operations
relating to the filing of the Chapter 11 cases.  Mr. Aebersold
added that the bank group, prior to the Petition Date, already
provided the Debtors with a term sheet for a DIP term loan.  The
bank group has advised the Debtors that they would not consent to
the granting of senior or pari passu liens to a third party DIP
lender.

The Debtors are represented by Allan S. Brilliant, Esq., Shmuel
Vasser, Esq., and Jeffrey T. Mispage, Esq., at DECHERT LLP, in New
York.

The Official Committee of Unsecured Creditors is represented by
Kristopher M. Hansen, Esq., Frank A. Merola, Esq., and Matthew G.
Garofalo, Esq., at Stroock & Stroock & Lavan LLP, in New York.

The DIP Agent and to the Administrative Agent under the Credit
Facility is represented by Richard A. Levy, Esq. --
richard.levy@lw.com -- at Latham & Watkins LLP, in Chicago,
Illinois.

Counsel to the holders of the majority of the Notes under the
Indenture is Michael S. Stamer, Esq. -- mstamer@akingump.com --
and James Savin, Esq. -- jsavin@akingump.com -- at Akin Gump
Strauss Hauer & Feld LLP, in New York.

                         About M*Modal

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

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

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

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

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

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

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
STROOCK & STROOCK & LAVAN LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MOMENTIVE SPECIALTY: Moody's Affirms 'B3' CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service affirmed Momentive Specialty Chemicals
Inc's (MSC) corporate family rating (CFR) at B3 but changed the
ratings outlook to negative due to weak credit metrics and the
expectation that credit metrics will not return to levels fully
supportive of the B3 Corporate Family Rating in 2014. While a
modest improvement in financial metrics is expected due to the
continued recovery in its North American Forest Products business
and growth in its oil field services business, MSC's Net
Debt/EBITDA is likely to remain near 8x in 2014. As described in
Moody's press release dated January 16, 2013, the ratings on
Momentive's secured notes should have been lowered upon the
issuance of the additional first lien notes in March 2013.
However, due to an internal administrative error, these ratings
were not lowered at that time. Accordingly, the ratings were
downgraded on Hexion U.S. Finance Corp.'s (HUSFC) 6.625% first-
priority senior secured notes due 2020 to B1 from Ba3, MSC's
8.875% senior secured notes due 2018 (1.5 lien notes) to Caa1 from
B3 and MSC's 9.0% second-priority senior secured notes due 2020 to
Caa2 from Caa1. The rating on the second priority senior secured
floating rate debt was withdrawn following its redemption in March
2013.

Ratings Rationale

MSC's B3 Corporate Family Rating reflects its elevated leverage,
exposure to volatile commodities and the lack of consistent free
cash flow generation. The rating benefits from its strong
liquidity, product and operational diversity, a seasoned
management team and a growing presence in Asia and Latin America
(although North America and Europe still account for over 70% of
sales).

The rating continues to be hindered by an ongoing slow business
recovery resulting in elevated leverage (Gross Debt/EBITDA of
roughly 10x) and minimal free cash flow generation (Retained Cash
Flow/Debt of 4% in 2013). The aforementioned metrics reflect
Moody's Global Standard Adjustments which include the
capitalization of pensions ($209 million) and operating leases
($219 million).These metrics are likely to improve but remain weak
through 2014, as the secular weakness in epoxy resins continues to
outweigh the benefits from a recovering forest products business
and growth in its oilfield and phenolic resins businesses. The B3
rating assumes that 2013 was a trough, and will be followed by a
gradual recovery in 2014 and 2015.

The negative outlook reflects MSC's extremely weak financial
metrics and concern over the pace at which financial metrics will
return levels that support a B3 CFR (Net Debt/EBITDA between 6 and
7x). Furthermore, MSC expected increase in capital spending in
2014 will limit potential free cash flow generation and debt
reduction in 2014. If MSC's Net Debt/EBITDA remains above 8.0x in
2014, and liquidity declines below $400 million, Moody's would
consider lowering MSC's CFR by one notch. If Net Debt/EBITDA
declines sustainably below 7.5x and Retained Cash Flow/Net Debt
rises above 5%, Moody's would return MSC's outlook to stable.

MSC Speculative Grade Liquidity Rating of SGL-2 reflect its good
liquidity with $379 million of cash on the balance sheet and over
$300 million of availability under its $400 million ABL revolving
credit facility. The ABL facility will not have a financial
covenant until availability falls below 10%. The company does not
have any meaningful long term debt maturities prior to 2018.

Ratings Affirmed:

Momentive Specialty Chemicals Inc.

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Speculative Grade Liquidity Rating of SGL-2

Borden Chemical

Senior unsecured notes at Caa2 (LGD6, 94%), assessment changed
from 91%

Ratings Downgraded:

Momentive Specialty Chemicals Inc.

Guaranteed senior secured notes (1.5 lien) due 2018 to Caa1
(LGD4, 60) from B3 (LGD4, 52%)

$200 million add-on guaranteed senior secured notes (1.5 lien)
due 2018 to Caa1 (LGD4, 60) from B3 (LGD4, 52%)

Guaranteed senior secured second lien notes due 2020 to Caa2
(LGD5, 81) from Caa1 (LGD5, 77%)

Hexion U.S. Finance Corp.

Guaranteed senior secured first lien notes due 2020 to B1 (LGD2,
24) from Ba3 (LGD2, 18%)

Outlook: Negative

Momentive Specialty Chemicals, Inc. (MSC; formerly known as Hexion
Specialty Chemicals Inc.), headquartered in Columbus, Ohio, is a
major producer of thermoset resins (epoxy, formaldehyde and
acrylic). The company is also a supplier of specialty resins sold
to a diverse customer base as well as a producer of commodities
such as formaldehyde, bisphenol A (BPA), epichlorohydrin (ECH),
versatic acid and related derivatives. Revenues are approximately
$4.9 billion. MSC is an indirect wholly-owned subsidiary of
Momentive Performance Materials Holdings LLC (MPMH, unrated),
headquartered in Columbus Ohio. The majority owner of MPMH is an
affiliate of Apollo Management. MPMH is also the parent of
Momentive Performance Materials Inc (MPM; ratings withdrawn).


NE OPCO: Hearing Today on Bid to Extend Exclusivity
---------------------------------------------------
NE OPCO, Inc., asks the Bankruptcy Court for an extension of the
exclusive periods within which to file an exit plan and solicit
acceptances.  The Debtors ask the Court to extend the exclusive
periods to July 7, 2014 and September 3, 2014, respectively.

The Debtors state that there is cause for the Court to extend the
exclusive period.  The Debtors assert that they need more time to
evaluate their financial standing and the proofs of claim filed by
creditors and other parties in interest in an effort to determine
the most appropriate process going forward.

The Debtors further state that if they pursue a Chapter 11 plan,
they will seek to do so with the support of the major
constituencies in these Chapter 11 Cases.  The Debtors emphasize
that establishing the framework for a consensual plan process will
require further time and negotiations among the parties.

Moreover, the Debtors state that their operations were expansive,
spanning numerous states throughout the United States and
therefore need an extension.  The Debtors further assert that they
have made significant and material progress in these Chapter 11
Cases and do not seek the extension of the exclusive periods as a
means to exert pressure on the relevant parties in interest.

The Debtors say that, under the relevant facts and circumstances
of these Chapter 11 Cases, the requested extension will not
prejudice the legitimate interests of postpetition creditors, as
the Debtors continue to make timely payments on their undisputed
postpetition obligations.

The Bankruptcy Court for the District of Delaware set a hearing on
this issue for May 5, 2014 at 11:00 a.m. Eastern Daylight Time.
Objections were due April 22.

                          About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the 2013 case, the company tapped the law firm Richards, Layton
& Finger as counsel, PricewaterhouseCoopers LLP as financial
adviser, and Epiq Bankruptcy Solutions as claims and notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in bankruptcy
financing being supplied by Salus Capital Partners LLC.

Judge Christopher Sontchi authorized three buyers to acquire
National Envelope's business for a total of about $70 million.
Connecticut-based printer Cenveo Inc. acquired National Envelope's
operating assets for $25 million, Hilco Receivables LLC picked up
accounts receivable for $25 million and Southern Paper LLC took on
its inventory for $15 million.


NEWLEAD HOLDINGS: MGP Seeks Add'l 6.5MM Settlement Shares
---------------------------------------------------------
MG Partners Limited, on April 30, 2014, requested 6,590,000
additional settlement shares pursuant to the terms of the
Settlement Agreement approved by the Supreme Court of the State of
New York, County of New York.  Following the issuances of the
amounts, the Company will have approximately 71,999,215 shares
outstanding, which outstanding amount includes recent share
issuances related to partial exercises of outstanding warrants and
partial conversions of outstanding preferred stock.

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

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 175,000 shares (adjusted to give effect to
a 1 for 10 reverse stock split effective March 6, 2014) of the
Company's common stock, $0.01 par value.

Between Jan. 3, 2014, and April 25, 2014, the Company issued and
delivered to MGP an aggregate of 17,110,000 (adjusted to give
effect to a 1 for 10 reverse stock split effective March 6, 2014)
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

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

                        http://is.gd/WDtshk

                     Delays 2013 Annual Report

NewLead Holdings said it has been unable to complete its annual
report on Form 20-F for the fiscal year ended Dec. 31, 2013, on a
timely basis, without unreasonable effort or expense, due to the
Company's recent change in independent registered public
accounting firm and the associated transition.  The Company
intends to file its annual report on Form 20-F no later than the
15th calendar day following the prescribed due date.

The Company expects that net loss attributable to NewLead
Holdings' shareholders for the year ended Dec. 31, 2013, will be
at least 61 percent lower than net loss attributable to NewLead
Holdings' shareholders for the same period in 2012, primarily due
to the results of the Company's restructuring transactions and
shares issued in connection with the settlement of outstanding
liabilities during 2012.  These results were partially offset
mainly by various expenses recognized during the year ended
Dec. 31, 2013, in relation to the Company's efforts to implement
its business plan, a major part of which is its vertical
integration strategy.  The Company expected net loss is subject to
change as the Company is still in process of completing its annual
financial statements.

                      About NewLead Holdings

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

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

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

                        Going Concern Doubt

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


NIELSEN FINANCE: Moody's Rates $394MM Senior Secured Debt 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned Ba1 to the new Senior Secured
Euro Term Loan due 2021 ($394 million or 286 million euros) issued
by Nielsen Finance LLC, an indirect subsidiary of Nielsen Holdings
N.V. ("Nielsen"). The new term loan effectively extends the
maturity of the prior senior secured euro term loan due 2016. The
company also upsized the senior secured term loan A by $280
million to $1.58 billion from $1.3 billion and the additional
proceeds were used to partially redeem the 7.75% senior notes. All
other ratings including the Ba3 Corporate Family Rating and Ba3-PD
Probability of Default Rating as well as the positive outlook are
unchanged.

Assigned:

Issuer: Nielsen Finance LLC

   NEW Senior Secured Euro Term Loan B-2 due 2021 ($394 million or
   286 million euros): Assigned Ba1, LGD2 -- 25%

Unchanged:

Issuer: Nielsen Holdings N.V.

   Corporate Family Rating (CFR): Ba3

   Probability of Default Rating (PDR): Ba3-PD

   Speculative Grade Liquidity (SGL) Rating: SGL -- 1

Issuer: Nielsen Company (Luxembourg) S.a.r.l., The

   Senior Unsecured Notes: B1, LGD5 -- 80% (from LGD5-78%)

Issuer: Nielsen Finance LLC

   Senior Secured Bank Credit Facility: Ba1, LGD2-25%
   (from LGD2-23%)

   Senior Unsecured Notes: B1, LGD5-80% (from LGD5-78%)

To be withdrawn:

Issuer: Nielsen Finance LLC

   EXISTING Senior Secured Bank Credit Facility (Class E Euro Term
   Loan) due 2016: Ba1, LGD2-23%

The last rating action was on March 28, 2014, which provides
details regarding Nielsen's recent refinancing including the
existing senior secured Euro credit facility (class E Euro tem
loan) being upgraded to Ba1 from Ba2 and the $1.3 billion senior
secured term loan A being assigned a Ba1.

Nielsen Holdings N.V., headquartered in Diemen, The Netherlands
and New York, NY, is a global provider of consumer information and
measurement that operates in approximately 100 countries.
Nielsen's Buy segment (roughly 60% of FY 2013 revenue) consists of
two operating units: (i) Information, which includes retail
measurement and consumer panel services; and (ii) Insights, which
provide analytical services for clients. The Watch segment (40% of
revenue) provides viewership data and analytics across television,
online and mobile devices for the media and advertising
industries. Revenue for the 12 months ended December 2013 was
roughly $5.7 billion.


NNN 123 NORTH WACKER: Files Sale-Based Bankruptcy Exit Plan
-----------------------------------------------------------
NNN 123 North Wacker, LLC -- "TIC 0" -- and NNN 123 North Wacker
Member LLC -- "TIC Member" -- on April 25 filed with the
Bankruptcy Court for the Northern District of Illinois their joint
plan of reorganization and explanatory disclosure statement.

The Plan provides for the sale of the Debtors' property through
competitive bidding and an auction process.  The Bid/Sale
Procedures are subject to Court approval.

The Debtors noted that over the course of the next several months
after filing for bankruptcy, they engaged in restructuring
discussions with Wells Fargo Bank N.A., which holds approximately
$135 million in principal amount of mortgage debt secured by a
first-lien against the Property.

On Feb. 21, 2014, the Debtors, Wells Fargo, and two proposed new
capital providers executed a restructuring support agreement.  The
Court approved the RSA by order dated April 17, 2014.

NNN 123 North Wacker -- "TIC 0" -- and NNN 123 North Wacker Member
-- "TIC Member" -- are each duly organized as Delaware limited
liability companies.  TIC 0 was formed on Aug. 8, 2005. TIC Member
was formed on Sept. 13, 2005.  TIC Member is the sole member of
TIC 0 and owns 100% of the membership interests of TIC 0.

TIC Member's principal asset is its 100% ownership of TIC 0.  TIC
0's principal asset is its interest in the real property located
at 123 N. Wacker Drive, Chicago, Illinois, as improved by a 30-
story Class A office building with approximately 541,000 rentable
square feet.  TIC 0 is one of 33 single purpose limited liability
companies that, together, hold 100% of fee title to the Property
as tenants in common.  TIC 0 owns an undivided 13.917% interest in
the Property, making it the single largest owner.  The Property is
currently managed by TNP.

The TICs purchased the Property in September 2005 for a purchase
price of approximately $175 million. The purchase was financed
through a two-tranche mortgage loan in the total principal amount
of $136 million.  The Loan was evidenced by (i) a promissory note
in the principal amount of $122 million -- "A Note" -- and (ii) a
promissory note in the principal amount of $14 million -- "B
Note".

Wells Fargo serves as (i) the trustee and successor collateral
agent for the registered holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2005-C4 (in such capacity, the "A Note Holder"); and (ii) the
trustee for the beneficial owners of N-Star REL CDO VI Grantor
Trust, Series H (in such capacity, the "B Note Holder").  As of
the Petition Date the Loan was administered by C-III Asset
Management LLC, as special servicer.  The Loan is currently
administered by LNR Partners LLC, as special servicer.

The Plan contemplates:

     -- The sale of the Property, subject to competitive bidding
        and an auction process, all according to such terms and
        conditions as are approved by the Bankruptcy Court.

     -- The "stalking horse" bidder will be a new Delaware
        limited liability company, 123 North Wacker Borrower,
        LLC.  It is referred to in the Plan as the "Approved
        Purchaser."

     -- The Approved Purchaser will be ultimately managed by
        an entity that is owned 90% by ND Investment-123
        N. Wacker-T, LLC. The other 10% (excluding the percentage
        currently held by TIC 0) is being offered to those non-
        debtor TICs (the "Non-Debtor TICs") that consent to the
        transaction and elect to invest additional money.

     -- If the Non-Debtor TICs do not subscribe fully for their
        pro rata share of equity, Sovereign Capital Management
        Group, Inc. has committed to purchase any of the
        remaining 10%.

     -- The proposed sale will remove the Property from its
        tenant in common structure.

In the event that the Approved Purchaser acquires the Property:

     -- The Approved Purchaser will assume the mortgage loan,
        as modified by agreement between the Approved Purchaser
        and the lender, which will be the treatment of the
        Allowed Noteholder Secured Claim.

     -- The Approved Purchaser will contribute $12 million to
        $15 million of new equity capital, which, after payment
        of certain transaction costs, will be used to pay leasing
        commissions, tenant improvements, deferred maintenance
        and other operating expenditures required to implement
        the new business plan and increase revenues.

     -- The Approved Purchaser will provide for the payment in
        full, in cash, of Administrative Claims, Priority Tax
        Claims, Other Priority Claims and General Unsecured
        Claims, in each case to the extent such Claims are
        Allowed Claims in amounts consistent with the Debtors'
        estimates provided in the Plan.

     -- The equity of TIC Member and TIC 0 shall remain intact.

     -- Those Non-Debtor TICs that consent to the transaction
        will be given the option to either (1) invest additional
        money to acquire their pro rata share of 10% (excluding
        the percentage currently held by TIC 0) of the equity of
        the ultimate manager parent of the Approved Purchaser,
        or (2) for those that do not want to invest additional
        money, they will have the option to exchange their
        existing tenant in common interests in the Property for
        limited interests in the parent of the Approved
        Purchaser, the intent of such exchange being to allow
        such Non-Debtor TICs to continue to defer gains on
        previous real estate sales.

     -- Those Non-Debtor TICs that consent to the transaction
        will benefit from a "covenant not to sue" in the modified
        loan documents, pursuant to which the Noteholder will
        agree not to seek to enforce its remedies for any
        defaults that occurred under the Loan at any time prior
        to closing of the proposed transaction, which, pursuant
        to the RSA, is to be on or before July 15, 2014 (unless
        the date is extended by up to two weeks pursuant to the
        applicable provisions of the RSA).

     -- Sovereign will also provide a customary non-recourse
        carve-out guaranty of the mortgage debt, which was
        approved by the Noteholder and is further credit
        support for the Non-Debtor TICs.

In the event that a bidder other than the Approved Purchaser
acquires the Property:

     -- Unless the Noteholder consents to other treatment, such
        successful bidder must pay the Allowed Noteholder Secured
        Claim in full, in cash, at closing.

     -- Unless the Holder of an Allowed Administrative Claim
        consents to other treatment, the successful bidder must
        pay such claim in full, in cash, at closing.

     -- After payment in full of the Allowed Noteholder Secured
        Claim, the payment of amounts permitted to be paid out of
        the Overbid Reserve, and payment of Allowed Administrative
        Claims, the remaining proceeds of the sale, if any, shall
        be applied:

        * first, to satisfy Allowed Priority Tax Claims;
        * second, to satisfy Allowed Other Priority Claims;
        * third, to satisfy Allowed General Unsecured Claims;
        * fourth, shall be distributed to the holder of equity
          interest of TIC 0; and
        * fifth, shall be distributed to the holders of equity
          interests of TIC Member.

        Following the application of proceeds, all Claims and
        Interests shall be extinguished.

The Debtors submit that the Plan maximizes the value of the
Debtors' Estates and that any alternative to confirmation of the
Plan, such as liquidation or an alternative plan of
reorganization, would result in significant delays, litigation and
additional costs.  The Debtors believe that the Plan's
contemplated reorganization is in the best interests of
their Creditors and Interest Holders. If the Plan were not to be
confirmed, the Debtors believe they may be forced to liquidate
under chapter 7 or 11 of the Bankruptcy Code.

Only the Holders of the TIC 0 Class 2 Noteholder Secured Claim are
impaired and entitled to vote on the Plan.  They may submit their
ballots to:

     D. Tyler Nurnberg, Esq.
     Seth J. Kleinman, Esq.
     KAYE SCHOLER LLP
     70 West Madison Street, Suite 4200
     Chicago, IL 60602-4231
     E-mail: tyler.nurnberg@kayescholer.com
             seth.kleinman@kayescholer.com

While the Holders of the TIC 0 Class 2 Noteholder Secured Claim
are projected to recoup 100% of their Claims, the Plan provides
that in treatment of an Allowed Noteholder Secured Claim, (X) in
the event that the Approved Purchaser is the Purchaser, then, in
connection with the transfer of the Property to the Approved
Purchaser on the Effective Date, the Approved Purchaser shall, on
the Effective Date, assume the Loan as modified pursuant to
the Loan Modification Documents and execute and deliver the Loan
Modification Documents to Noteholder and otherwise satisfy the
conditions precedent set forth in the Loan Modification Documents
and, in exchange, the Noteholder shall, subject to satisfaction of
the Noteholder Conditions Precedent, and subject to the Approved
Purchaser taking these actions: (i) consent to the modifications
to the Loan Documents set forth in the Loan Modification
Documents, (ii) consent to the Approved Purchaser acquiring 100%
fee title to the Property and assuming the Loan Documents as
modified by the Loan Modification Documents, and (iii) consent to
consideration under the Plan being distributed to other classes of
Claims and Interests as set forth; or (Y) in the event that a Non-
Proposed Purchaser is the Purchaser, then, on the Effective Date,
the Noteholder shall receive (i) payment in Cash of the Sale
Proceeds in an amount equal to the Allowed Noteholder Secured
Claim, or (ii) such other treatment as may be agreed in the
Noteholder's sole discretion.

However, if the Noteholder is the Purchaser of the Property as a
result of a Credit Bid, the Noteholder shall not be entitled to a
Cash payment on account of its Allowed Noteholder Secured Claim
and the Allowed Noteholder Secured Claim shall be satisfied,
settled, released, and discharged of and exchanged for 100% fee
title to the Property.  For the avoidance of doubt, the Noteholder
shall have the absolute sole discretion to decline any requested
assumption of the Loan in connection with a bid for the purchase
of the Property from a Non-Proposed Purchaser.

The manager of the Debtors, NNN Realty Investors, LLC, has
approved solicitation procedures for the Plan.

Wells Fargo is represented in the case by:

     Thomas S. Kiriakos, Esq.
     Aaron Gavant, Esq.
     MAYER BROWN LLP
     71 S. Wacker Drive
     Chicago, IL 60606
     Tel: 312-782-0600
     E-mail: tkiriakos@mayerbrown.com
             agavant@mayerbrown.com

          - and -

     W. Michael Bond, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, NY 10153
     Tel: 212-310-8000
     Fax: 212-310-8007
     E-mail: michael.bond@weil.com

          - and -

     Elisa R. Lemmer, Esq.
     WEIL, GOTSHAL & MANGES LLP
     1395 Brickell Avenue, Suite 1200
     Miami, FL 33131
     Tel: 305-577-3100
     Fax: 305-374-7159
     E-mail: elisa.lemmer@weil.com

The TIC Members are represented by:

     Emily Stone, Esq.
     LOEB & LOEB LLP
     Chicago, Illinois
     321 North Clark Street, Suite 2300
     Chicago, IL 60654
     Tel: 312-464-3100
     Fax: 312-464-3111
     E-mail: estone@loeb.com

          - and -

     Bernard R. Given II, Esq.
     LOEB & LOEB LLP
     10100 Santa Monica Boulevard, Suite 2200
     Los Angeles, CA 90067
     Tel: 310-282-2000
     Fax: 310-282-2200
     E-mail: bgiven@loeb.com

Troy Thomas, a member of NNN 123 North Wacker, LLC, is represented
by Stephen T. Bobo, Esq., and Theresa Davis, Esq., at Reed Smith
LLP, in Chicago, Illinois.

               May 19 Disclosure Statement Hearing

The Debtors are asking the Court to approve the Disclosure
Statement and set these Plan-related deadlines:

     -- May 12, 2014 Disclosure Statement Objection Deadline
     -- May 16, 2014 Disclosure Statement Reply Deadline
     -- May 19, 2014 Voting Record Date
     -- May 19, 2014 Disclosure Statement Hearing
     -- May 20, 2014 Distribution of Solicitation Package
     -- June 17, 2014 Voting Deadline
     -- June 17, 2014 Plan Objection Deadline
     -- June 20, 2014 Deadline to File Affidavit of Tabulation
        of Votes
     -- June 26, 2014 Deadline for Debtors' Reply in Support
        of Confirmation
     -- June 30, 2014 Confirmation Hearing

A copy of the Disclosure Statement and Plan is available at:

     http://bankrupt.com/misc/NNN123_204_ds.pdf

                   About NNN 123 North Wacker

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by D. Tyler Nurnberg, Esq., Daniel J. Hartnett, Esq.,
and Seth J. Kleinman, Esq., at Kaye Scholer LLC, as counsel.  The
Debtor disclosed total assets of $24.95 million and total
liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.

Bankruptcy Judge Jack B. Schmetterer oversees the cases.


NNN 123 NORTH WACKER: Seeks Approval of Bid/Sale Protocol
---------------------------------------------------------
The Joint Plan of Reorganization filed by NNN 123 North Wacker,
LLC -- "TIC 0" -- and NNN 123 North Wacker Member LLC -- "TIC
Member" -- provides for the sale of the Debtors' property through
competitive bidding and an auction process.  The Debtors

The Debtors will appear before the Hon. Jack B. Schmetterer in
Bankruptcy Court in Chicago at a hearing on May 15, 2014, at 1:30
p.m. (prevailing Central Time), to seek approval of bidding and
sale procedures.  Any objections to the procedures are due May 5.
Replies, if any, to the objections are due May 13.

On Feb. 21, 2014, the Debtors, Wells Fargo, and two proposed new
capital providers executed a restructuring support agreement.  The
Court approved the RSA by order dated April 17, 2014.  Wells Fargo
Bank N.A., holds approximately $135 million in principal amount of
mortgage debt secured by a first-lien against the Property.

The RSA provides for the sale of the Property to a "stalking
horse" bidder, 123 North Wacker Borrower, LLC, subject to a
marketing phase, competitive bidding and a potential auction, if
required.  The sale will be conducted pursuant to section 363 of
the Bankruptcy Code, and implemented through the plan of
reorganization filed by the Debtors on April 25.  The Debtors
intend to seek approval of the sale in connection with
confirmation of the Plan.

If the Approved Purchaser successfully acquires the Property, the
transaction will (i) keep the existing mortgage loan in place, on
terms fully-negotiated with the lender; (ii) raise $12 million to
$15 million of new equity capital; (iii) remove the Property from
its tenant in common structure; (iv) permit those TICs who consent
to the transaction to continue their deferral of taxable gains
from previous real estate transactions; (v) give consenting TICs
to invest new money to acquire their pro rata share of up to 10%
of the new equity in the transaction; (vi) provide a guaranty of
the mortgage debt from a new entity, Sovereign, approved by the
lender; and (vii) allow existing equity holders in the Debtors to
retain their interests.

The Debtors said a marketing phase will last approximately 35
days, up to the proposed Bid Deadline of June 19, 2014, at 4:00 pm
(CT). Following the Bid Deadline, the Debtors will determine, in
consultation with the broker, whether each bid constitutes a
"Qualified Bid."  A potential bidder may bid in cash and/or to
assume the Loan in full on its existing terms, without
modification -- a Loan Assumption Bid.  In the latter case, Wells
Fargo, as Noteholder, will be given an opportunity to determine
whether to accept or reject the Loan Assumption Bid. If the
Noteholder rejects a Loan Assumption Bid, it will deemed not to
constitute a Qualified Bid.

The Bidding Procedures provide a mechanism whereby bidders who
dispute in good faith the Debtors' determination that the Bid is
not a Qualified Bid may request that the Debtors submit the
dispute for resolution by the Court. If there are no Qualified
Bids, there will be no auction and the Approved Purchaser's
transaction will be the "Successful Bid."

If there are one or more Qualified Bids, the Court will conduct
the auction.  The Approved Purchaser and Wells Fargo shall be
deemed Qualified Bidders for purposes of any auction of the
Property.  Wells Fargo will be allowed to credit bid at the
auction to the extent set forth in the RSA. The Court shall
preside over the auction in open court.  The Court will determine,
at the end of each round of bidding, which is the "highest and
best" Qualified Bid. At the conclusion of the auction, the Court
will determine the successful bidder and the "back-up bid."
Following the conclusion of the bidding process, the Debtors
intend to pursue approval of the sale as part of confirmation of
the Debtors' Plan.

The Bidding Procedures provide a $2 million "Overbid Component"
for any Bid to constitute a Qualified Bid.  In the event that a
bidder other than the Approved Purchaser is the successful bidder,
the Overbid Component will be used to reimburse the documented and
reasonable out-of-pocket expenses, including attorneys' fees and
costs, of the Approved Purchaser and the Debtors incurred in
connection with the proposed transaction.  The Approved Purchaser
and the Debtors have incurred substantial fees in costs, in excess
of $2 million, in connection with drafting and negotiating the RSA
and other operative agreements, including the modified loan
documents, organizational documents, and the proposed Plan.

Under the terms of the RSA, if the Approved Purchaser acquires the
Property, the transaction will be structured to allow TICs that
consent to the transaction to participate, either by exchanging
their interests for new limited interests (intended to allow the
TICs to continue to defer taxable gains on prior real estate
transactions) and, for TICs that want to invest, by purchasing
their pro rata share of 10% of the new equity.  The Debtors
believe the foregoing opportunities will be of substantial benefit
to the TICs, whose equity interests have no value and many of whom
are would otherwise face substantial adverse tax consequences.

In the event that TICs choose not to participate in the
transaction, the Debtors have filed an adversary proceeding to
compel the sale of such TICs' interests in the Property pursuant
to section 363(h) of the Bankruptcy Code.  Section 363(h) provides
a mechanism to ensure that dissenting TICs, whose interests have
no value, do not further impair the Property, provided that the
dissenting TICs retain their right to submit their own bids for
the Property pursuant to section 363(i) of the Bankruptcy Code.

The proposed bid and auction procedures do precisely that. As
proposed, the Bidding Procedures would allow a dissenting TIC (or
any other potential third party bidder) to be deemed a Qualified
Bidder, and potentially eligible to participate in the auction, if
any, by submitting a Qualified Bid that consists of (i) payment in
full, in cash, or assumption in full of the existing mortgage
loan, which has a principal balance of roughly $134.5 million,
plus accrued interest, fees and other costs, plus (ii) the Overbid
Component of $2 million, which is to be set aside for payment or
reimbursement of documented, reasonable transaction costs incurred
by the Approved Purchaser and the Debtors in order to establish
the market for the Property.

Those TICs that elect to submit or participate in a bid for the
Property will not be permitted by the Approved Purchaser to
participate in the Approved Purchaser's transaction (i.e., such
TICs will not be entitled to new limited interests in the parent
of the Approved Purchaser and will not be entitled to invest their
pro rata share of 10% of the new equity along with the Approved
Purchaser). Additionally, TICs that submit their own bid will be
deemed to have consented to the sale of their TIC interests
regardless of whether such bid is ultimately successful.

                   About NNN 123 North Wacker

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by D. Tyler Nurnberg, Esq., Daniel J. Hartnett, Esq.,
and Seth J. Kleinman, Esq., at Kaye Scholer LLC, as counsel.  The
Debtor disclosed total assets of $24.95 million and total
liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.

Bankruptcy Judge Jack B. Schmetterer oversees the cases.

NNN 123 North Wacker -- "TIC 0" -- and NNN 123 North Wacker Member
-- "TIC Member" -- are each duly organized as Delaware limited
liability companies.  TIC 0 was formed on Aug. 8, 2005. TIC Member
was formed on Sept. 13, 2005.  TIC Member is the sole member of
TIC 0 and owns 100% of the membership interests of TIC 0.

TIC Member's principal asset is its 100% ownership of TIC 0.  TIC
0's principal asset is its interest in the real property located
at 123 N. Wacker Drive, Chicago, Illinois, as improved by a 30-
story Class A office building with approximately 541,000 rentable
square feet.  TIC 0 is one of 33 single purpose limited liability
companies that, together, hold 100% of fee title to the Property
as tenants in common.  TIC 0 owns an undivided 13.917% interest in
the Property, making it the single largest owner.  The Property is
currently managed by TNP.

The TICs purchased the Property in September 2005 for a purchase
price of approximately $175 million. The purchase was financed
through a two-tranche mortgage loan in the total principal amount
of $136 million.  The Loan was evidenced by (i) a promissory note
in the principal amount of $122 million -- "A Note" -- and (ii) a
promissory note in the principal amount of $14 million -- "B
Note".

Wells Fargo serves as (i) the trustee and successor collateral
agent for the registered holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2005-C4 (in such capacity, the "A Note Holder"); and (ii) the
trustee for the beneficial owners of N-Star REL CDO VI Grantor
Trust, Series H (in such capacity, the "B Note Holder").  As of
the Petition Date the Loan was administered by C-III Asset
Management LLC, as special servicer.  The Loan is currently
administered by LNR Partners LLC, as special servicer.

Wells Fargo is represented by Thomas S. Kiriakos, Esq., and Aaron
Gavant, Esq., at Mayer Brown LLP, in Chicago, Illinois; and W.
Michael Bond, Esq., and Elisa R. Lemmer, Esq., at Weil, Gotshal &
Manges LLP, in New York.

The TIC Members are represented by Emily Stone, Esq., at LOEB &
LOEB LLP, in Chicago, Illinois; and Bernard R. Given II, Esq., at
Loeb & Loeb LLP, in Los Angeles, California.

Troy Thomas, a member of NNN 123 North Wacker, LLC, is represented
by Stephen T. Bobo, Esq., and Theresa Davis, Esq., at Reed Smith
LLP, in Chicago, Illinois.


NNN 123 NORTH WACKER: Challenges Thomas' Case Dismissal Bid
-----------------------------------------------------------
NNN 123 North Wacker, LLC -- "TIC 0" -- and NNN 123 North Wacker
Member LLC -- "TIC Member" -- urge the Bankruptcy Court in Chicago
to reject the request of Troy Thomas to dismiss the Chapter 11
cases.

The Debtors said they took all the proper steps to file these
cases, and their decision to file was made on an informed basis,
in satisfaction of all of their respective fiduciary obligations.
The Debtors noted their prospects at the time of the filing were
bleak. The Property had declined significantly in value since the
tenant in common owners purchased it in 2005 for $175 million.
When the cases were filed in October, the Property was worth
considerably less than the current mortgage debt of $134.5
million; the loan was in payment default, the TICs having failed
to make the required payments for August and September, and the
loan, which is in a CMBS structure, was being transferred to
special servicing.  The Debtors said they had legitimate concerns
about the direction of the Property, and the growing likelihood
that it could end up in foreclosure.   Their decision to file was
also influenced by the fact that the Non-Debtor TICs had engaged
the lender in discussions for a year and had no agreement to show
for it.

Contrast that bleak picture with where the Debtors stand today.
The Debtors said they have brokered a solution to the myriad
problems facing the Property, the terms of which are embodied in
the restructuring support agreement.  The RSA would (i) keep the
mortgage loan in place on terms fully negotiated with the lender;
(ii) raise $12 million to $15 million of new equity; (iii) remove
the Property from its tenant in common structure; (iv) avoid
significant adverse tax consequences for those Non-Debtor TICs
that consent to the transaction; (v) give consenting Non-Debtor
TICs the option to invest additional money to acquire 10% of the
new equity in the transaction; (vi) provide an additional guaranty
of the mortgage debt from a new entity, Sovereign Capital,
approved by the lender; and (vii) even allow existing equity
holders like Mr. Thomas to retain their interests.   The Debtors
said the RSA "locks in" the support of the secured lender, always
critical in a case like this one but even more critical now that
the loan has been assigned to a new special servicer.  The change
was triggered by a decline in the lender's appraised value of the
Property, as a result of which a new controlling class of
certificate holders was entitled to appoint the new special
servicer.  The RSA also "locks in" ND Investment, which is
contributing 90% of the new equity capital of $12 million to $15
million that the Property so desperately needs.

Mr. Thomas argues that the the clear and unambiguous provisions of
the TIC 0 operating agreement establish that the Debtors' manager
had no authority to file the bankruptcy petition.  Stephen T.
Bobo, Esq., at Reed Smith LLP, counsel to Mr. Thomas, said "The
Debtors spend considerable effort attempting to ensure that the
members have no rights or say in how their investments are dealt
with.  Instead, the Manager is controlling the Debtors to serve
its own interests and those of its insiders and affiliates -- not
for the benefit of the members or even of the estate.  There is no
reason that the members should be deprived of all control over
their investments, including the purported change in the entity
structure, the ability to approve a bankruptcy filing and the
ability to control a change in the fiduciary for the investors.
The unauthorized actions of Debtors' Manager should not be
countenanced by this Court."

A copy of the Debtors' objection to Mr. Thomas' motion is
available at no extra charge at:

     http://bankrupt.com/misc/NNN123_ObjCaseDismissal.pdf

A copy of their Sur-Reply is available at no extra charge at:

     http://bankrupt.com/misc/NNN123_SurReplyCaseDismissal.pdf

A copy of Mr. Thomas' response to the Objection is available at:

     http://bankrupt.com/misc/NNN123_ThomasCaseDismissal.pdf

                   About NNN 123 North Wacker

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by D. Tyler Nurnberg, Esq., Daniel J. Hartnett, Esq.,
and Seth J. Kleinman, Esq., at Kaye Scholer LLC, as counsel.  The
Debtor disclosed total assets of $24.95 million and total
liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.

Bankruptcy Judge Jack B. Schmetterer oversees the cases.

NNN 123 North Wacker -- "TIC 0" -- and NNN 123 North Wacker Member
-- "TIC Member" -- are each duly organized as Delaware limited
liability companies.  TIC 0 was formed on Aug. 8, 2005. TIC Member
was formed on Sept. 13, 2005.  TIC Member is the sole member of
TIC 0 and owns 100% of the membership interests of TIC 0.

TIC Member's principal asset is its 100% ownership of TIC 0.  TIC
0's principal asset is its interest in the real property located
at 123 N. Wacker Drive, Chicago, Illinois, as improved by a 30-
story Class A office building with approximately 541,000 rentable
square feet.  TIC 0 is one of 33 single purpose limited liability
companies that, together, hold 100% of fee title to the Property
as tenants in common.  TIC 0 owns an undivided 13.917% interest in
the Property, making it the single largest owner.  The Property is
currently managed by TNP.

The TICs purchased the Property in September 2005 for a purchase
price of approximately $175 million. The purchase was financed
through a two-tranche mortgage loan in the total principal amount
of $136 million.  The Loan was evidenced by (i) a promissory note
in the principal amount of $122 million -- "A Note" -- and (ii) a
promissory note in the principal amount of $14 million -- "B
Note".

Wells Fargo serves as (i) the trustee and successor collateral
agent for the registered holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2005-C4 (in such capacity, the "A Note Holder"); and (ii) the
trustee for the beneficial owners of N-Star REL CDO VI Grantor
Trust, Series H (in such capacity, the "B Note Holder").  As of
the Petition Date the Loan was administered by C-III Asset
Management LLC, as special servicer.  The Loan is currently
administered by LNR Partners LLC, as special servicer.

Wells Fargo is represented by Thomas S. Kiriakos, Esq., and Aaron
Gavant, Esq., at Mayer Brown LLP, in Chicago, Illinois; and W.
Michael Bond, Esq., and Elisa R. Lemmer, Esq., at Weil, Gotshal &
Manges LLP, in New York.

The TIC Members are represented by Emily Stone, Esq., at LOEB &
LOEB LLP, in Chicago, Illinois; and Bernard R. Given II, Esq., at
Loeb & Loeb LLP, in Los Angeles, California.

Troy Thomas, a member of NNN 123 North Wacker, LLC, is represented
by Stephen T. Bobo, Esq., and Theresa Davis, Esq., at Reed Smith
LLP, in Chicago, Illinois.


NNN 123 NORTH WACKER: May Access Wells Fargo Cash Thru July 31
--------------------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer signed off on an agreed order
further extending the interim authority granted to NNN 123 North
Wacker -- "TIC 0" -- and NNN 123 North Wacker Member -- "TIC
Member" -- to use the cash collateral in which Wells Fargo Bank,
N.A., asserts an interest.

The Debtors may use cash collateral through July 31, 2014.  As
adequate protection to Wells Fargo for the Debtors' continued cash
collateral use, the lender is to receive payment according to this
schedule:

     $621,993 by April 30,
     $601,929 by May 30,
     $621,993 by June 30, and
     $601,929 by July 30

The payments will be applied to outstanding debt owed to Wells
Fargo.

A further hearing on the continued cash use is set for June 30 at
10:30 a.m.

                   About NNN 123 North Wacker

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by D. Tyler Nurnberg, Esq., Daniel J. Hartnett, Esq.,
and Seth J. Kleinman, Esq., at Kaye Scholer LLC, as counsel.  The
Debtor disclosed total assets of $24.95 million and total
liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.

Bankruptcy Judge Jack B. Schmetterer oversees the cases.

NNN 123 North Wacker -- "TIC 0" -- and NNN 123 North Wacker Member
-- "TIC Member" -- are each duly organized as Delaware limited
liability companies.  TIC 0 was formed on Aug. 8, 2005. TIC Member
was formed on Sept. 13, 2005.  TIC Member is the sole member of
TIC 0 and owns 100% of the membership interests of TIC 0.

TIC Member's principal asset is its 100% ownership of TIC 0.  TIC
0's principal asset is its interest in the real property located
at 123 N. Wacker Drive, Chicago, Illinois, as improved by a 30-
story Class A office building with approximately 541,000 rentable
square feet.  TIC 0 is one of 33 single purpose limited liability
companies that, together, hold 100% of fee title to the Property
as tenants in common.  TIC 0 owns an undivided 13.917% interest in
the Property, making it the single largest owner.  The Property is
currently managed by TNP.

The TICs purchased the Property in September 2005 for a purchase
price of approximately $175 million. The purchase was financed
through a two-tranche mortgage loan in the total principal amount
of $136 million.  The Loan was evidenced by (i) a promissory note
in the principal amount of $122 million -- "A Note" -- and (ii) a
promissory note in the principal amount of $14 million -- "B
Note".

Wells Fargo serves as (i) the trustee and successor collateral
agent for the registered holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2005-C4 (in such capacity, the "A Note Holder"); and (ii) the
trustee for the beneficial owners of N-Star REL CDO VI Grantor
Trust, Series H (in such capacity, the "B Note Holder").  As of
the Petition Date the Loan was administered by C-III Asset
Management LLC, as special servicer.  The Loan is currently
administered by LNR Partners LLC, as special servicer.

Wells Fargo is represented by Thomas S. Kiriakos, Esq., and Aaron
Gavant, Esq., at Mayer Brown LLP, in Chicago, Illinois; and W.
Michael Bond, Esq., and Elisa R. Lemmer, Esq., at Weil, Gotshal &
Manges LLP, in New York.

The TIC Members are represented by Emily Stone, Esq., at LOEB &
LOEB LLP, in Chicago, Illinois; and Bernard R. Given II, Esq., at
Loeb & Loeb LLP, in Los Angeles, California.

Troy Thomas, a member of NNN 123 North Wacker, LLC, is represented
by Stephen T. Bobo, Esq., and Theresa Davis, Esq., at Reed Smith
LLP, in Chicago, Illinois.


NNN PARKWAY 400 26: Hearing on UST Dismissal Bid Moved to June 25
-----------------------------------------------------------------
The hearing over the request by the United States Trustee to
dismiss the Chapter 11 cases of NNN Parkway 400 26, LLC, and its
affiliated debtor-entities, or, in the alternative, convert the
cases to Chapter 7, has been continued to June 25, 2014, at 10:00
a.m., pursuant to a stipulation among the Debtors and the U.S.
Trustee.  The Court gave its stamp of approval on the agreement on
April 15.  The hearing was originally scheduled for April 30.

The U.S. Trustee for Region 16 filed a motion asking the
Bankruptcy Court to dismiss or convert the case of NNN Parkway 400
26, LLC, to one under Chapter 7 and to fix any quarterly fees due
and payable to the U.S. Trustee.  The U.S. Trustee states that
there is cause to dismiss or convert.  The U.S. Trustee states
that the Debtors have nothing left to reorganize having lost the
commercial office building with which they intended to reorganize
to a lender seeking to foreclose.  The foreclosure sale date was
set for April 1, 2014.  Without this asset, the Trustee states
that the Debtors have nothing left with which to reorganize as
their latest monthly operating reports covering February 2014 show
$2,749 in the bank. Moreover, the Trustee also stated that Court
denied confirmation of the Debtors' reorganization plan on
February 6, 2014.

In support of asking the Court to fix any quarterly fees, the
Trustee states that in the fourth quarter of 2013, the Debtors
paid a total of $11,700 in quarterly fees for that quarter.
Further, it is anticipated that they will owe that same sum for
the first quarter of 2014. At the time of this hearing, quarterly
fees will also be owing for the second quarter of 2014; the
minimum fee would be $10,075.

Peter C. Anderson, the United States Trustee, is represented in
the case by:

     Nancy S. Goldenberg, Esq.
     Trial Attorney
     Ronald Reagan Fed. Bldg. & U.S. Courthouse
     411 W. Fourth Street, Suite 9041
     Santa Ana, CA 92701-8000
     Telephone: (714) 338-3400
     Facsimile (714) 338-3421
     E-mail: Nancy.Goldenberg@usdoj.gov

As reported by the Troubled Company Reporter on Jan. 28, 2014, NNN
Parkway 400 26, LLC, and 30 of its affiliated limited liability
companies were slated to lose their property to foreclosure after
Bankruptcy Judge Theodor C. Albert denied confirmation of their
Chapter 11 plan.  Judge Albert said the absolute priority rule and
market testing issue, the separate classification and the fact
that there may in good faith not be even a single consenting
impaired class not involving insiders, and the question of just
how the debtor TICs propose legally to control the non-consenting,
non-debtor TICs in return for the new money absent protracted
litigation, are all formidable barriers to confirmation.  None of
these barriers appear to be of the sort where the debtor TICs
might be able to resolve them within the near future, thereby
justifying more time.

According to Judge Albert, the case (at least as to the lead
debtor) has now been pending for over one year and the court sees
no practical end in sight.  Therefore, the court sees no basis for
further delay of the lender under 11 U.S.C. Sec. 362(d)(2) as
there is no reorganization "in prospect," the Judge said, citing
United Sav'n Assoc. of Texas v. Timbers of Inwood Forest Assocs.,
484 U.S. 365, 376, 108 S.Ct. 626, 633 (1988).

Each of the Debtors owns undivided tenancies in common in the
property commonly known as 11720 and 11800 Amber Park Drive,
Alpharetta, Georgia.  The property is improved by office buildings
which have been partially leased.  The debtor TICs each hold a
percentage ownership in the property, aggregating roughly 86%.
There are at least four tenants in common owning the remaining 4%
which are not debtors.  By earlier order, the debtor TICs' cases
are administratively consolidated.

The Debtors' bankruptcy exit plan was opposed by the major
creditor in the case WBCMT 2007-C31 Amberpark Office Limited
Partnership.  The lender is owed about $27 million secured by a
first mortgage on the property. The lender had actually foreclosed
on the property January 3, 2013 as but was prevented from
consummating that foreclosure by the Chapter 11 petition of the
lead debtor, NNN Parkway 400 26, LLC, representing about a 2.3%
ownership of the property.

At a Dec. 19 hearing, the court determined that the value of the
Debtors' property for plan purposes was $21 million.  Under Sec.
506(a) of the Bankruptcy Code, this means the secured claim of the
lender was $21 million and the unsecured portion was the
approximate $6 million deficiency.

The court also determined that a 5.94% per annum interest rate
fixed would provide "present value" equal to the remaining $20
million secured claim (after a promised $1 million pay down) for
the payments promised under the plan within the meaning of 11
U.S.C. Sec. 1129(b)(2)(A)(i). The hearing was continued for
evidence and argument on remaining issues to Jan. 13, 2014.

At the continued hearing, the debtor TICs reported that their
financial backers, ASB Acquisitions and Steelbridge Capital, would
still contribute the promised approximate $5.11 million new
capital notwithstanding that these findings were at variance with
the original conditions for the contribution as previously
expressed.  Therefore, it appeared that the debtor TICS cleared at
least the initial hurdle to plan confirmation described in the
tentative.

The Debtor TICs classify the lender's $6 million deficiency in
Class 5 from the other class of unsecured claims in Class 4.
Class 4 is reportedly comprised of $43,307 of general unsecured
claims and is the sole consenting impaired class.  The lender is
easily the largest unsecured creditor -- the lender represents
about 99.79% of all debt -- and Class 5 -- of which it is the sole
member -- has voted against confirmation.

There arises an issue under the "absolute priority rule" found at
11 U.S.C. Sec. 1129(b)(2)(B)(ii) because the debtor TICs do not
propose to pay the unsecured creditors in full but would keep
their interests as Class 8 under the plan.

A copy of Judge Albert's Jan. 21, 2014 Memorandum of Decision
Denying Confirmation of Chapter 11 Plan and Granting Relief of
Stay is available at http://is.gd/OoRsUzfrom Leagle.com.

                   About NNN Parkway 400 26 LLC

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.


NNN PARKWAY 400 26: Baur Firm Okayed to Handle Adversary Case
-------------------------------------------------------------
At the behest of NNN Parkway 400 26, LLC, et al., the Bankruptcy
Court approved the amendment to their application to employ the
Law Office of Christine E. Baur as counsel.  The firm was employed
as general bankruptcy counsel for the Debtors until Nov. 7, 2013,
at which time Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
substituted for the firm as general counsel.

As reported by the Troubled Company Reporter on April 28, 2014,
the Debtors said the approved scope of work of the firm does not
include representation of the Debtor in the adversary action
entitled WBCMT 2007-C31 Amberpark Office Limited Partnership, vs.
NNN Parkway 400 2, LLC, et al., which was filed on March 4, 2014.

In the complaint, the lender alleges that cash on hand in the
estates is currently owned by the lender, and that $700,000 which
was transferred to Breakwater in May 2013 from Wiedmeyer was an
unauthorized postpetition transfer of the lender's property.

The Debtors said the firm will represent them in the adversary
proceeding at its customary hourly rates.  The majority of the
work will be performed by Christine E. Baur ($400) and Kathryn D.
Anderson ($350).  The firm's other attorneys or paralegals will
perform work in the case, as the firm deems appropriate.

The firm has received a total of $401,994 in fees and costs
related to the representation of the Debtors.  The firm also
received $5,656 which was sent to Debtors' expert, Lucent Capital.
A substantial part of the funds received by the firm come from the
proceeds of the $700,000 transferred from Wiedmeyer to Breakwater
in May 2013.  The firm holds an unused retainer balance of $3,000.

The firm will not receive a new retainer for its work in the
Adversary Proceeding and is taking on a risk of non-payment if the
lender succeeds on the complaint.

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

The firm can be reached at:

       Christine E. Baur, Esq.
       4563 Carmel Mountain Road, Suite 308 #332
       San Diego, CA 92130
       Tel: (858) 350-3757
       Fax: (858) 876-9480
       E-mail: christine@baurbklaw.com

                   About NNN Parkway 400 26 LLC

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.

In January 2014, Judge Albert issued an Amended Memorandum of
Decision denying confirmation of the Chapter 11 plan of NNN
Parkway 400 26 LLC and its 30 debtor affiliates, and granting the
lender relief from the automatic stay.  A copy of Judge Albert's
Jan. 28, 2014 Amended Memorandum of Decision is available at
http://is.gd/36UOTofrom Leagle.com.


NNN PARKWAY 400 26: Weiland Golden May Handle Adversary Case
------------------------------------------------------------
At the behest of NNN Parkway 400 26, LLC, et al., the Bankruptcy
Court approved an amendment to the application to employ Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP as general bankruptcy
counsel to include representation of the Debtors who have been
named defendants in an adversary action entitled WBCMT 2007-C31
Amberpark Office Limited Partnership, vs. NNN Parkway 400 2, LLC,
et al., which was filed on March 4, 2014.

As reported by the Troubled Company Reporter, on April 28, 2014,
the Weiland firm will represent the Debtors, as co-counsel with
the Law Office of Christine E. Baur, at the Weiland firm's
customary hourly rates which range from $200 to $670, depending on
the experience and expertise of the attorney or paralegal
performing the work.  Majority of the work will be performed by:

         Personnel                          Hourly Rate
         ---------                          -----------
         Evan D. Smiley                        $620
         Philip E. Strok                       $620
         Kyra E. Andrassy                      $540
         Beth E. Gaschen                       $430

The Weiland firm will not receive a retainer for its work in the
adversary proceeding and is taking on a risk of non-payment if the
lender succeeds on the complaint.

Weiland Golden can be reached at:

       Beth E. Gaschen, Esq.
       WEILAND, GOLDEN, SMILEY, WANG EKVALL & STROK, LLP
       650 Town Center Drive, Suite 950
       Costa Mesa, CA 92626
       Tel: (714) 966-1000
       Fax: (714) 966-1002
       E-mail: bgaschen@wgllp.com

                   About NNN Parkway 400 26 LLC

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.

In January 2014, Judge Albert issued an Amended Memorandum of
Decision denying confirmation of the Chapter 11 plan of NNN
Parkway 400 26 LLC and its 30 debtor affiliates, and granting the
lender relief from the automatic stay.  A copy of Judge Albert's
Jan. 28, 2014 Amended Memorandum of Decision is available at
http://is.gd/36UOTofrom Leagle.com.


OIL STATES: S&P Retains 'BB+' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit and other ratings on Houston-based Oil States International
Inc. remain on CreditWatch with negative implications.  S&P placed
the ratings on CreditWatch on Aug. 19, 2013.

The ratings on Oil States remain on CreditWatch with negative
implications due to the potential for a downgrade upon completion
of the spin-off of the company's accommodations business into a
separate entity.  The company believes that it can execute the
proposed spin-off through a tax-free distribution to its
shareholders by the end of the second quarter of 2014.  The
accommodations business currently generates about half of the
company's EBITDA.

S&P believes that the separation of Oil States' accommodations
operations would have a negative impact on its assessment of the
company's business risk profile given the diminution of business
diversity and its evaluation of the company's other segments.  In
addition, Oil States will be required to refinance its secured
credit facilities and will likely redeem or call all of its senior
notes in connection with the spin-off. As a result, the capital
structure of the future stand-alone company remains unknown at
this point.

"We will resolve the CreditWatch listing after we conduct a full
assessment of the creditworthiness of the stand-alone Oil States,"
said Standard & Poor's credit analyst Christine Besset.  "In
resolving the CreditWatch listing, we will evaluate key issues,
including Oil States' business risk profile, its capital structure
after the transaction, and its financial policy.  We would expect
to either lower or affirm the ratings upon completion of our
review at around the close of the spin-off transaction."


ORMET CORP: 8th Interim Wind Down Plan Approved
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued on
April 17, 2014, an eighth interim order approving an interim plan
to wind down Ormet Corporation, et al.'s businesses and
authorizing the Debtors to modify their employee benefits plans
consistent with the winddown plan.

Pursuant to the eighth interim order, the Debtors are authorized
to make payments in compliance with a budget through and including
May 20, 2014, in the implementation of the Interim Winddown Plan.
The Court will hold a further hearing on the Debtors' request to
implement the winddown plan on May 20, 2014, at 10:30 a.m. (ET).

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.

In October 2013, the U.S. Trustee filed papers saying the
bankruptcy instead should be converted to a liquidation in
Chapter 7.  The U.S. Trustee said there is no budget and no
financing for a wind-down in Chapter 11.

In November 2013, the Bankruptcy Court approved on an interim
basis Ormet's motion for (a) an interim plan to wind down the
Debtors' businesses and protections for certain employees
implementing the wind down, (b) authorizing the Debtors to modify
employee benefit plans consistent with the wind down plan, and (c)
authorizing the Debtors to take any and all actions necessary to
implement the wind down plan.

In December 2013, Ormet completed a previously approved sale of
its alumina smelter in Burnside, Louisiana, to Almatis Inc. for
$39.4 million.  There was no auction.  Completion of a court-
approved sale of the business to lender and part owner Wayzata
Investment Partners LLC became impossible when Ohio utility
regulators refused in October to grant reductions in electricity
prices. Wayzata would have acquired the business largely in
exchange for debt.

Ormet also has sold 32,000 metric tons of alumina for $8.4 million
to Glencore AG, and its rights and interests in and to 17,086 MT
baked carbon anodes, located at the Debtors' Hannibal, Ohio
location, and its rights and interest in and to 34,755 MT baked
carbon anodes, located in a storage in Baltimore, Maryland, to
Alcoa Materials Management, Inc.

In 2014, the Bankruptcy Court issued several interim orders
related to the wind-down plan.  Those orders authorize the Debtors
to make payments through a certain date, as part of implementing
the wind-down plan.


PACIFIC THOMAS: Hearing on $6.55 Million Loan Moved to June 5
-------------------------------------------------------------
The Bankruptcy Court continued until June 5, 2014, at 10:30
a.m., in Oakland Room 215 - Hammond for 443, the hearing to
consider Pacific Thomas Corp.'s motion to borrow more than $6.5
million in financing from Thorofare Capital.

As reported in the Troubled Company Reporter on March 11, 2014,
the company will use the new loan to pay off the claims of Bank of
the West, Private Mortgage Fund LLC, Alameda County's tax
collector and other secured creditors.  The remaining funds will
be used to implement the company's proposed restructuring plan.

The new loan, which has a fixed interest rate of 10.85%, is
conditioned upon approval of the restructuring plan and the
disclosure statement.

Pacific Thomas will post some of the real properties it owns as
collateral for the loan.  In case the company receives court
approval of the proposed financing, Bank of the West, Private
Mortgage and Alameda County's tax collector would be required to
release their liens on those properties.

                    About Pacific Thomas Corp.

Walnut Creek, California-based Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.
Development Specialists, Inc. serves as consultant to the trustee.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.

In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing.  Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims.  The new loan would be refinanced by the
reorganized company before the loan terms expires.  If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.


PACIFIC VECTOR: Delays Filing of Annual Financial Statements
------------------------------------------------------------
Pacific Vector Holdings Inc., a premier action sports retailer and
consumer brands company, on May 1 disclosed that it will not be
able to file its annual financial statements, accompanying
Management Discussion and Analysis and related CEO and CFO
Certifications of Annual Filings for the financial year ended
January 5, 2014, within the period prescribed for the filing of
such documents under Part 4 and 5 of regulation 51-102 respecting
Continuous Disclosure Obligations, pursuant to Regulation 52-109
respecting Certification of Disclosure in Issuers, Annual and
Interim Filings, that require the 2013 Annual Financial Statements
to be filed within 120 days of year end being May 5, 2014.

The Corporation is currently not in a position to timely file its
2013 Annual Financial Statements, primarily as a result of
additional time required to secure financing and, subsequently,
for its auditors to be compensated in order to complete the audit
of the Corporation's financial statements.

The Corporation's board of directors and management will be
working expeditiously with the Corporation's auditors to meet the
Corporation's obligations relating to the filing of the 2013
Annual Financial Statements.  The Corporation expects to file the
2013 Annual Financial Statements on or before June 13, 2014.

As a result of the postponement in the filing of the 2013 Annual
Financial Statements the Corporation has made an application to
the Ontario Securities Commission for a management cease trade
order, which would restrict all trading in securities of the
Corporation, whether direct or indirect, by management of the
Corporation.  The MCTO would not affect the ability of the
shareholders who are not insiders of the Corporation to trade
their securities.  There is no certainty that the MTCO will be
granted.  If the MTCO is not issued by the OSC, the applicable
securities regulatory authorities could issue a general cease
trade order against the Corporation for failure to file the 2013
Annual Financial Statements within the prescribed time period.

The Corporation confirms that it intends to satisfy the provisions
of the alternative information guidelines found at sections 4.3
and 4.4 of Policy statement 12-203 respecting Cease Trade Orders
for Continuous Disclosure Defaults, for as long as it remains in
default as a result of the late filing of its 2013 Annual
Financial Statements.  During the period of default, the
Corporation will issue bi-weekly default report status reports in
the form of further press releases, which will also be filed on
SEDAR.  The Corporation confirms there are no insolvency
proceedings against it at the date of this release.  The
Corporation also confirms that there is no other material
information concerning the affairs of the Corporation, that has
not been generally disclosed as of the date of this press release.

                        About Pacific Vector

Pacific Vector -- http://www.pacificvector.com-- is a premier
action sports retail and consumer brands company.


PERRY ELLIS: S&P Lowers CCR to 'B' on Deteriorated Credit Measures
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Miami-based apparel company Perry Ellis International
Inc. to 'B' from 'B+'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on the
company's senior subordinated notes due 2019 to 'B' from 'B+'.
The recovery rating remains '4', indicating S&P's expectation for
average (30% to 50%) recovery for unsecured debt holders in the
event of a payment default.

"We are lowering our ratings on Perry Ellis to reflect the
company's weaker-than-expected operating performance, which
resulted in deteriorated credit metrics over the past year," said
Standard & Poor's credit analyst Jacqueline Hui.

Soft sales, including Perry Ellis' planned exit from certain
private label programs, combined with higher selling, general, and
administrative costs related to marketing, new stores, and office
consolidation, led to EBITDA margin declining by about 200 basis
points to about 6% at fiscal year-end Feb. 1, 2014.  As a result,
Standard & Poor's estimates adjusted leverage increased to about
5.7x as of the fiscal year 2014 compared with 4.1x in the prior
year.  S&P expects sales growth to remain soft, margins to remain
depressed from historical levels, and leverage to remain above 5x
over the next year.  This supports S&P's reassessment of the
company's financial risk profile to "highly leveraged" from
"aggressive."  S&P assess the company's business risk profile as
"weak," given the company's participation in the very competitive
apparel industry, lack of product diversity, and vulnerability to
economic and fashion cycles.

"We expect the company to slowly increase margins through cost
efficiencies and for credit metrics to gradually improve but
remain weak over the next year," said Ms. Hui.  "We also expect
liquidity to remain adequate."


PLAINS END: Fitch Affirms 'BB' Rating on $117.7MM Bonds Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on Plains End
Financing, LLC's (Plains End) $117.7 million senior secured bonds
(senior bonds), and 'B+' rating on the $20.3 million subordinated
secured notes (sub notes).  The Outlook remains Stable.  The
affirmation and Outlook reflect the continued strong operations
and stabilized operating costs leading to coverage levels
consistent with the current rating.

Key Rating Drivers

-- Stable Contracted Revenues: The project benefits from stable
and predictable revenues under two 20-year fixed-price power
purchase agreements (PPAs) with a strong utility counterparty,
Public Service Company of Colorado (PSCo, rated 'A-' with a Stable
Outlook by Fitch).  Under the tolling-style agreements, Plains End
LLC (PEI) and Plains End II LLC (PEII) receive substantial
capacity payments that account for 82% of consolidated revenues.
However, energy margins may not sufficiently fund accelerated
overhaul expenses as a result of increased dispatch. (Revenue
Risk: Midrange)

-- Low Supply Risk: The PPA with PSCo is a tolling-style
agreement. Under the contract, all variable fuel expenses are
passed through to PSCo, subject to heat rate adjustments.  The
contract is a stronger attribute that limits the fuel supply risk
to the project. (Supply Risk: Stronger)

-- Operational Stability Mitigates Cost Increases: The project was
designed to provide backup generation for nearby wind projects due
to the intermittency of wind resources.  The project faces
accelerated major maintenance when the volatility in wind causes
the project to be dispatched at a rate higher than anticipated.
Dispatch has decreased from the 2008 high; however, the project is
still susceptible to decreased cash flow from accelerated major
maintenance.  This risk is partially mitigated by strong
availability and a stabilized cost profile including property
taxes. (Operation Risk: Midrange)

-- Refinance Risk Poses Threat for Subordinated Debt: While the
senior debt benefits from a typical project finance structure, the
'B+' rating on the subordinate notes reflects the potential for
refinance risk in 2023 if the project is unable to meet target
amortization amounts.  Under the Fitch rating case which
demonstrates the effect of reduced cash flow to the subordinate
tranche, there is still sufficient cushion to repay the sub notes
by 2023.  If the project is only able to meet the minimum
amortization payments, however, there would be a balloon in 2023
for the outstanding amount.  The project is current on all target
amortization. (Debt Structure: Midrange/Weaker)

-- Debt Service Profile Remains Consistent: 2013 actual and 2014
projected debt service coverage ratios (DSCR) for both the senior
and subordinated debt fall in line with current projections under
the Fitch rating case which incorporates increased dispatch to
accelerate costs as well as a 5% increase to operating costs and a
10% increase to major maintenance.  Under this scenario, the
average DSCR is 1.36x with a minimum of 1.26x at the senior level
and 1.09x and 1.04x at the sub note level.

Rating Sensitivities

-- Further cost savings improvement or structural revenue
   enhancements could result in an upgrade;

-- Sustained increased dispatch would accelerate major maintenance
   and negatively impact cash flow.

Security
Plains End's obligations are jointly and severally guaranteed by
operating plants Plains End LLC (PEI) and Plains End II LLC
(PEII).  The obligations of the issuer and guarantors are secured
by a first-priority perfected security interest in favor of the
collateral agent.  The collateral includes all real and personal
property, all project documents and material agreements, all cash
and accounts, and all ownership interests in the issuer and
guarantors.  The collateral will be applied first to the senior
secured bonds and then to the subordinated secured notes.

Credit Update

Operations since Fitch's prior annual review have been relatively
stable with strong availability levels (99.5% for 2013 and 99.9%
through February 2014) and a 2013 dispatch level of 7.2%, compared
to Fitch's base case assumption of 9.99%.  Overall revenues
increased by 11% in 2013, largely due to a contractual step-up in
capacity payments with additional cushion attributed to increased
dispatch and energy revenues.  Offsetting additional generating
revenues, operating costs increased by 13% during 2013 while total
debt service increased by 12%.  The result is a DSCR of 1.31x for
2013 compared to 1.37x during 2012 under Fitch's calculation.
Fitch notes that reported 2013 DSCR per the sponsor calculation
was 1.20x, due to the timing of accrued operating costs.

Following the project's acquisition in 2013, there have been
several initiatives fully or partially implemented in order to
improve cash flow stability going forward.  During 2013, the
sponsor replaced all insurance policies, which should account for
a $60,000 reduction in costs going forward.  The sponsor has also
reduced staffing in order to realize savings of $250,000-$260,000
per year with a realignment of incentive plans to ensure stable
performance.

There have been no changes to the compliance regulations at the
project and the sponsor has continued to renew permits under the
Title V air rule.  The major maintenance funding cycle has been
updated for this review to reflect the sponsor's expectations for
dispatch, run hours and maintenance needs.  Due to the low
dispatch at PEI, there are no major overhauls expected before
2021.  PEII is expected to receive a 16,000 hour major maintenance
outage in 2017, though the sponsor believes that their ability to
swap out engines during the overhaul should help to reduce the
impact to availability.  Further, the PPA calculation for capacity
payments does not include downtime for scheduled major
maintenance.  The Fitch base and rating cases now incorporate new
major maintenance funding patterns reflective of a five-year cycle
of relatively stable costs, consistent with management
expectations.

Plains End is indirectly owned by Tyr Energy (50%), John Hancock
(35%) and Prudential (15%) following the May 2013 sale.  Plains
End was formed solely to own and develop two gas-fired peaking
projects, PEI and PEII, located in Arvada, Jefferson County,
Colorado.  The plants are peaking facilities used primarily as a
back-up for wind generation, as well as other generation sources,
in Colorado with a combined capacity of 228.6 MW.  Combined cash
flows from both plants service the obligations under the two bond
issues.

PEI and PEII have long-term PPAs structured as tolling contracts
with PSCo that expire in 2028.  Under the PPAs, PSCo has a right
to all of the capacity, energy and dispatch of the facilities.
PEI and PEII receive capacity payments and variable energy
payments that generally reimburse their variable operating
expenses.  NAES Corporation (NAES) has continued as operator,
supporting operational stability.  Both Tyr and NAES have the same
parent company, ITOCHU Corporation, demonstrating a further
alignment of interests.


PREGIS MERGERSUB: Moody's Assigns 'B3' CFR & Rates New Debt 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3-PD Probability of Default Rating to Pregis MergerSub
Corporation, which will become Pregis Holding I Corp, with a
stable outlook. Moody's also assigned a B2 rating to the first-
lien senior secured credit facilities and a Caa2 rating to the
second-lien senior secured notes. The proceeds of the debt
offering will be used to finance the acquisition of Pregis
Corporation by Olympus Partners from AEA Investors. The
transaction is expected to close in the second quarter of 2014.

Moody's took the following actions for Pregis MergerSub
Corporation:

Assigned B3 CFR

Assigned B3-PD PDR

Assigned B2 (LGD 3-38%) to $50 million first-lien senior secured
revolver due 2019

Assigned B2 (LGD 3-38%) to $230 million first-lien senior secured
term loan due 2021

Assigned Caa2 (LGD 5-88%) to $90 million second-lien senior
secured notes due 2022

The rating outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The B3 corporate family rating reflects Pregis' modest scale,
limited geographic diversity and high leverage post acquisition by
Olympus Partners. Pro forma for the transaction on a Moody's
adjusted basis, debt/EBITDA is over 6.5x for the twelve months
ended December 31, 2013. The B3 rating also reflects the company's
exposure to the economically-sensitive protective packaging
market. Protective packaging materials, such as sheet foam and
bubble wrap, account for about 70% of the company's revenue. Many
of Pregis' protective packaging products are commoditized with
significant price competition. The company does not have long-term
contracts with most of its customers and therefore does not have
the protection of cost pass-through provisions, which may
negatively affect its operating performance given volatile resin
prices. Pregis' sales are concentrated in the relatively stable
but mature and competitive North American market as the company
divested its less profitable European operations and other non-
core businesses in recent years.

The rating is supported by improved operating performance driven
by the completed divestitures and cost-cutting initiatives as well
as continued growth in its higher margin packaging systems
segment. Pregis benefits from the installed base of packaging
equipment that utilizes the company's packaging materials. This
"razor/razor blade" model for the equipment business generates
recurring revenues and cash flows and accounts for approximately
30% of sales. This business also has a better growth profile than
the packaging materials segment due to growth in e-commerce.
Pregis also benefits from customer diversity (top 10 customers
account for 20% of sales) and significant market positions in many
of its products.

Moody's expects Pregis to have adequate liquidity, supported by
cash on hand and availability under its $50 million revolver. Free
cash flow may be negatively impacted by working capital swings and
planned capital expenditures.

Moody's could upgrade Pregis' ratings if the company improves its
operating performance and credit metrics on a sustainable basis.
Specifically, Moody's could upgrade the rating if the company is
able to profitably grow its business and is able to reduce
debt/EBITDA below 6.0x, improve free cash flow to debt above 5%
and interest coverage above 1.5 times. The company will also need
to maintain EBIT margins above 8% on a sustainable basis.

Moody's could downgrade the company's rating if the company's
liquidity deteriorates and the operating and competitive
environment worsens. Acquisitions entailing significant financial
or integration risk could also jeopardize the rating.
Specifically, the ratings or outlook could be downgraded if free
cash flow remains negative, debt to EBITDA rises above 7.0 times,
EBIT to interest expense falls below 1.0 time, or the EBIT margin
falls below 3.0%.

Pregis MergerSub Corporation is a manufacturer of protective
packaging materials and packaging equipment through its main
operating subsidiary Pregis Corporation. Upon the completion of
the acquisition by Olympus Partners, the issuer name will be
changed to Pregis Holding I Corp. Deerfield, Illinois-based Pregis
had sales of approximately $339 million in the twelve months ended
December 2013.


PROTICA INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Protica, Inc.
        1002 MacArthur Road
        Whitehall, PA 18052

Case No.: 14-13519

Chapter 11 Petition Date: May 1, 2014

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

Judge: Hon. Richard E. Fehling

Debtor's Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, P.A.
                  721 Route 202-206, Suite 200
                  Bridgewater, NJ 08807-0700
                  Tel: 908 722 0700
                  Email: msbauer@nmmlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Francis Duffy, president.

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


QUANTUM FOODS: Asset Sale Hearing Adjourned Until May 12
--------------------------------------------------------
Quantum Foods LLC announced that the hearing to consider the sale
of its assets to Raging Bull Acquisition Co. LLC, which was
previously scheduled for May 2, has been adjourned until May 12.

Raging Bull, a unit of Oaktree Capital Management LP, offered to
buy the assets for $54 million in cash, plus the assumption of up
to $30.3 million in liabilities.

Quantum Foods' assets were supposed to be sold at an auction last
month, with Raging Bull's $54 million offer serving as the
stalking horse bid or the lead bid.  The auction, however, was
canceled after the meatpacker did not receive qualified bids prior
to the April 16 deadline.

When Quantum Foods filed for bankruptcy protection, it received a
stalking horse offer of $51 million in cash, plus the assumption
of $27 million in liabilities, from CTI Foods Holding Co. LLC.
The companies, however, were not able to hammer out final terms on
the bid.

On March 18, Quantum Foods received court approval to enter into
an asset purchase agreement with Raging Bull, a unit of Oaktree
Capital, whose portfolio of companies also includes AdvancePierre
Foods, Inc.

Separately, Judge Carey issued an order authorizing Quantum Foods
to make certain compensation-related cash payments to individual
non-insider employees in excess of the $12,475 priority cap
for wages established by sections 507(a)(4) and 507(a)(5) of
the Bankruptcy Code.

Quantum Foods is required to provide counsel to the official
committee of unsecured creditors  with the name and title of the
employee-payee, and the amount of the proposed payment five days
prior to the date that such payment is made.

                     About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


R2D2 LLC: District Court Revives Some of Screen Capital's Claims
----------------------------------------------------------------
District Judge Philip S. Gutierrez in California ruled on Screen
Capital International Corp.'s challenges to a July 22, 2013 Order
from the Bankruptcy Court for the Central District of California
in the Chapter 11 case of R2D2, LLC, which order granted Library
Asset Acquisition Company, Ltd.'s Motion to Dismiss a Second
Amended Complaint.  Judge Gutierrez affirms, in part, and reverses
and remands, in part, the Bankruptcy Court's July 22, 2013 Order
granting LAAC's Motion to Dismiss.

The District Judge also entered a similar ruling as part of the
ThinkFilm, LLC bankruptcy case record.

SCIC brings the actions against TFC Library, LLC, LAAC, and Zelus,
LLC, pursuant to a stipulation transferring standing from the
Chapter 11 Trustee of the bankruptcy estates of the Debtors to
SCIC.  SCIC's claims arise from an alleged conspiracy by David
Bergstein and Ronald Tutor, the Members and Managers of R2D2, to
"strip R2D2 and its affiliates of any and all assets of value
before the creditors notice[d] and the companies collapsed."  As
part of this alleged conspiracy, R2D2 created a set of co-
conspiring companies, including LAAC, and moved assets between
these companies "without regard to creditors' rights in such
assets, and at all times by keeping creditors guessing as to where
their source of recovery might lie. . . ."

SCIC alleges a grand scheme to:

     (1) have the Debtors borrow or guarantee over $100 million
         in debt and utilize large amounts of loan funds to pay
         the personal expenses of insiders.

     (2) transfer the underlying collateral (the TFC Library)
         away from the Debtors, and

     (3) acquire the underlying debt and foreclose on the TFC
         Library, all for the benefit of the other insiders and
         to the detriment of legitimate third-party creditors.

Between January 2006 and February 2008, "one or more of the
Debtors" obtained a series of loans from entities related to D.B.
Zwirn, a New York hedge fund.  The loans included approximately
$45 million in loans made by Zwirn to ThinkFilm and unspecified
"affiliated entities".  Messrs. Bergstein and Tutor executed
various guarantees on these loans.  Messrs. Bergstein and Tutor
then restricted the Zwirn Loans "so that their liens were worth
acquiring with Tutor's money, then caus[ed] enough distress to
Zwirn that they sold the Zwirn Loans at an attractive price.

From March to July 2008, Zwirn entered into a series of "Global
Amendments" with CT-1, ThinkFilm, and certain affiliated entities.
SCIC alleges that these Global Amendments were intended to ensure
that all of the Borrowers would default under the Zwirn loans, and
thus to lay the foundation for Messrs. Bergstein and Tutor's plot
to foreclose on the Borrowers' assets.

SCIC alleges that as the first phase of their alleged
"conspiracy," Messrs. Bergstein and Tutor drafted -- and backdated
-- an Asset Purchase Agreement, which transferred the rights in
the films within the TFC Library from a number of "Sellers" and
unnamed "Seller Affiliates" to TFC.  In exchange for these
transfers, the parties to the Oct. 24, 2008 APA agreed on an
aggregate purchase price of $46.5 million, comprised of a minimum
cash amount of $500,000 and the assumption by TFC of the Sellers'
liabilities, including their debt obligations under the ThinkFilm
Loans.

SCIC also alleges that LAAC entered into a Note Purchase and Sale
Agreement on March 12, 2009, in which LAAC agreed to purchase all
of the Zwirn loans from Zwirn for $108 million.  However, the NPA
was amended so that LAAC only purchased: (1) the BWT Loans, which
were defined in the NPA; and (2) the ThinkFilm Loans and all
related rights and collateral, including the TFC Library.

Based on this alleged conspiracy, SCIC filed separate adversary
proceedings on behalf of R2D2, CFD, CapCo, and CT-1, against TFC,
LAAC, and Zelus.  On July 22, 2013, the Bankruptcy Court granted
LAAC's Motion to Dismiss the SAC.  SCIC's claims for disallowance
and equitable subordination were dismissed without prejudice, but
the Bankruptcy Court ordered that SCIC could only pursue these two
claims through a motion filed in accordance with Bankruptcy Rule
3007(a) and 9014, rather than through an adversary proceeding.

SCIC now appeals the Bankruptcy Court's dismissal of its claims
for: (1) avoidance and recovery of the fraudulent transfer of
rights to the TFC Library, pursuant to the APA; (2) avoidance and
recovery of the preferential transfer of rights to the TFC
Library, pursuant to the APA; (3) an accounting; (4) declaratory
judgments that LAAC lacks the right and authority to foreclose on
the TFC Library, and that LAAC's Section 1111(b) election is not
viable;6 (5) recharacterization of LAAC's debt; (6) conspiracy to
aid and abet breach of fiduciary duty; and (7) injunctive relief.

SCIC also challenges the Bankruptcy Court's (a) holding that the
Appealing Debtors' equitable subordination claims can only be
brought pursuant to a motion, and (b) denial of leave to amend the
Dismissed Claims.

The case is, SCREEN CAPITAL INTERNATIONAL CORP. v. LIBRARY ASSET
ACQUISITION COMPANY, LTD. Nos. CV 13-5537 PSG, CV 13-5543 PSG, CV
13-5551 PSG, CV 13-5581 PSG (C.D. Calif.).  A copy of the District
Court's April 25 order is available at http://is.gd/GLhs8ifrom
Leagle.com.

R2D2, LLC; Capitol Films Development, LLC; Capco Group, LLC; and
CT-1 Holdings, LLC, were represented by Frank A. Merola, Esq., at
Stutman Treister and Glatt.

Screen Capital International Corp., derivatively on behalf of the
estate of R2D2, LLC, is represented by Daniel A Rozansky, Esq. --
drozansky@stroock.com -- at Stroock and Stroock and Lavan LLP;
David L Neale, Esq., Irving M Gross, Esq., and Todd M Arnold, Esq.
-- dwl@lnbyb.com , img@lnbyb.com and tma@lnbyb.com -- at Levene
Neale Bender Yoo and Brill LLP; and Frank A Merola, Esq., at
Stutman Treister and Glatt.

Library Asset Acquisition Company, Ltd., is represented by Bernard
Daniel Bollinger, Jr, Esq., Jeffrey K Garfinkle, Esq., and Joseph
Marshall Welch, Esq. -- bbollinger@buchalter.com ,
jgarfinkle@buchalter.com and jwelch@buchalter.com -- at Buchalter
Nemer APC.

                    About Thinkfilm LLC et al.

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


RBE: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------
Debtor: RBE, a California Corporation
        10765 Woodside Ave., Ste. E
        Santee, CA 92071

Case No.: 14-03531

Chapter 11 Petition Date: May 1, 2014

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Margaret M. Mann

Debtor's Counsel: Andrew H. Griffin, III, Esq.
                  LAW OFFICES OF ANDREW H. GRIFFIN, III
                  275 East Douglas Avenue, Suite 112
                  El Cajon, CA 92020
                  Tel: 619-440-5000
                  Fax: 619-440-5991
                  Email: Griffinlaw@mac.com

Total Assets: $1.04 million

Total Liabilities: $2.14 million

The petition was signed by Emil David Ballman, president.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb14-3531.pdf


RESOLUTE ENERGY: S&P Alters Outlook to Negative & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Denver-based Resolute Energy Corp. to negative from
stable and affirmed its 'B' corporate credit rating on the
company.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'CCC+' from 'B-'.  In addition,
S&P revised the recovery rating on the debt to '6' from '5',
reflecting its expectation of negligible (0%-10%) recovery to
creditors in the event of a default.

"The negative outlook reflects our expectation that Resolute
Energy Corp.'s leverage will remain high, with debt to EBITDA of
over 4x and FFO to total debt of below 20% if it does not raise
external capital, as we expect," said Standard & Poor's credit
analyst Carin Dehne-Kiley.

S&P could lower the rating if it no longer expects the company to
raise external capital, such that debt to EBITDA remains above 4x
and FFO to debt remains below 20%.

S&P could revise the outlook to stable if the company's debt to
EBITDA improves to less than 4x and FFO to debt to more than 20%
on a sustained basis.  This would most likely occur if the company
successfully reduces debt via asset sales or other deleveraging
financial transactions.


RESTORA HEALTHCARE: Committee Can Hire Alston & Bird as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors for the Chapter 11
cases of Restora Healthcare Holdings and its debtor-affiliates to
retain Alston & Bird LLP as its counsel.

The firm will:

   a) assist the Committee in the exercise of oversight with
      respect to the Debtors' affairs including all issues
      arising from or impacting the Debtors or the Committee in
      these chapter 11 cases;

   b) prepare on behalf of the Committee all necessary
      applications, motions, orders, reports, and other legal
      papers;

   c) appear before the Court to represent the interests of the
      Committee;

   d) negotiate, formulate, draft, and confirm any plan of
      reorganization or liquidation and matters related thereto;

   e) exercise oversight with respect to any transfer, pledge,
      conveyance, sale, or other liquidation of the Debtors'
      assets;

   f) investigate, as the Committee may desire, concerning, among
      other things, the assets, liabilities, financial condition,
      and operating issues concerning the Debtors that may be
      relevant to these cases;

   g) communicate with the Committee's constituents and others as
      the Committee may consider desirable in furtherance of its
      responsibilities; and

   h) perform all of the Committee's duties and powers under the
      Bankruptcy Code and the Bankruptcy Rules or as may be
      ordered by the Court.

Craig Freeman, Esq., and Martin G. Bunin, Esq., partners at the
firm, will be working on the case.  Their hourly rates are $805
and $895, respectively.  The hourly rates of the firm's other
professionals are:

   Partner          $655-$1,195
   Counsel          $650-$960
   Associate        $350-$725
   Paralegal        $205-$325

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

Messrs. Freeman and Bunin can be reached at:

   Craig Freeman, Esq.
   Martin G. Bunin, Esq.
   ALSTON & BIRD LLP
   90 Park Avenue, 15th Floor
   New York, NY 10016-1387
   Tel: 212-210-9591
   Fax: 212-922-3891
   Email: craig.freeman@alston.com
          marty.bunin@alston.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 Holdings disclosed $1,789,247 in assets, ad
$11,328,016 in liabilities.  Restora Hospital of Mesa reported
$6,996,725 in assets and $11,186,942 in liabilities.  Restora
Hospital of Sun City also reported $5,327,278 in assets $9,109,597
in liabilities.

In April 2014, Restora obtained Court approval to sell
substantially all of their assets to PHX Hospital Partners, LLC,
an entity formed by several of the Debtors' creditors and
landlords.  An April 22 auction assets was cancelled after one
other party withdrew its competing bid on the day of the auction.
No other bids were received prior to the bid deadline.  PHX
Hospital, the stalking horse purchaser, was declared the
successful bidder.

In exchange for the Debtors' two long-term acute-care hospitals,
PHX will provide consideration consisting of (a) $5,000,000
payable in the form of a credit bid, (b) a waiver by the Landlord
of certain cure costs with respect to two real property leases,
and (c) the assumption of certain liabilities and the the payment
of all cure costs relating to executory contracts and unexpired
leases to be assumed and assigned to the Stalking Horse Purchaser.

To protect the welfare of patients, the U.S. Trustee for Region 3,
appointed Laura Patt as the patient care ombudsman.  Ms. Patt
retained Bryan Cave LLP as her counsel.


REVSTONE INDUSTRIES: May 9 Hearing on Approval of PBGC Settlement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on May 9, 2014, at 9:30 a.m. EDT, to consider
approval of the settlement entered into between Revstone
Industries, LLC, and its debtor affiliates and certain non-debtor
affiliates, and the Pension Benefit Guaranty Corporation.

As reported by The Troubled Company Reporter, the settlement is a
global resolution of PBGC's claims totaling in excess of $95
million, which makes it the largest creditor in the Chapter 11
cases.  The settlement will also resolve pension-related claims
asserted by the U.S. Department of Labor against Debtor TPOP, LLC,
and non-debtor Fairfiled Castings, LLC, and provide (a) the
framework for the payment of allowed administrative expenses and
priority claims and (b) the means for distributions to be made to
unsecured creditors in the Revstone and Spara bankruptcy cases
pursuant to a Chapter 11 plan.

The settlement gives PBGC an allowed general unsecured, non-
priority claim against the Debtors and their domestic affiliates
in the amount of $95 million.  The PBGC will accept a projected
recovery of $82 million on account of the Allowed PBGC Claim, but
in no event less than $80 million.  All pending bankruptcy
litigation between the parties will be dismissed with prejudice
and PBGC will agree to support Revstone's amended Chapter 11 plan,
which will incorporate the terms of the settlement.

On May 9, the Court will also hear arguments filed by the Official
Committee of Unsecured Creditors, Boston Finance Group, LLC,
General Motors LLC, and Ascalon Enterprises, LLC, which objected
to the proposed settlement.

General Motors LLC, which holds claims of at least $10,368,125,
also objected to the PBGC settlement to the extent the settlement
seeks, deliberately or through omission, to set aside or otherwise
impair the valid liens, claims, security interests and obligations
owing to GM by the Debtors and their non-Debtor subsidiaries and
affiliates, some of which liens, claims, security interests and
obligations have been previously approved and allowed by final
orders of the Court.

The Creditors' Committee, joined by BFG, has asked the U.S.
Bankruptcy Court for the District of Delaware to Revstone and PBGC
to produce communications in connection with the settlement.
Revstone argued that the Committee's production request should be
denied because the thousands of emails that constitute the
settlement communications between the Debtors and PBGC are not
discoverable under Rule 408 of the Federal Rules of Evidence and
are protected by the common interest privilege.  The PBGC, in
response to the Committee's motion to compel, asserted that the
motion is a further attempt by the Committee and Boston Finance
Group, LLC, to delay the approval hearing, adding to the mounting
administrative expenses in the Chapter 11 case -- a case that is
currently administratively insolvent.  PBGC echoes the Debtors'
argument that some communications with the Debtors were rightfully
withheld because they are protected by Rule 408 and are
inadmissible.

The Committee and BFG also asked the Court to continue or adjourn
the previously scheduled May 6 hearing on the approval of the PBGC
settlement, arguing that the Debtors and the PBGC have failed to
provide the documents and communications subject to discovery
requests.  The Committee asserted that the May 6 hearing should be
continued to a date after the discovery disputes have been
resolved and adequate time has been provided to the Committee and
other parties to review and consider any additional documents
produced and interrogatories answered, and the Committee has
adequate time to conduct depositions.

In response to the objections, the Debtors and PBGC argued that
the objecting parties fail to recognize that the settlement
represents the best opportunity for the Debtors' estates to
maximize value.  Without the settlement, recoveries by the Debtors
from their various subsidiaries will be substantially reduced and
delayed, the Debtors said in court papers.  Moreover, litigation
with the PBGC over termination of the pension plans and the nature
and extent of the PBGC's claims at each and every member of the
"controlled group" will be lengthy, costly, and risky, the Debtors
added.

The Debtors are represented by Colin R. Robinson, Esq., Laura
Davis Jones, Esq., Alan J. Kornfield, Esq., and David M.
Bertenthal, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

PBGC is represented by Israel Goldowitz, Esq., Chief Counsel,
Karen L. Morris, Esq., Deputy Chief Counsel, Kartar S. Khalsa,
Esq., Assistant Chief Counsel, Desiree M. Amador, Esq., M.
Katherine Burgess, Esq. -- burgess.katie@pbgc.com -- Cassandra B.
Caverly, Esq., Melissa Harclerode, Esq., Attorneys at Pension
Benefit Guaranty Corporation, in Washington, D.C.

The Committee is represented by Mark L. Desgrosseilliers, Esq. --
mdesgrosseilliers@wcsr.com -- Matthew P. Ward, Esq. --
maward@wcsr.com -- Ericka F. Johnson, Esq. -- erjohnson@wcsr.com -
- at Womble Carlyle Sandridge & Rice, LLP, in Wilmington,
Delaware.

BFG is represented by Stuart M. Brown, Esq. --
stuart.brown@dlapiper.com -- at DLA Piper LLP (US), in Wilmington,
Delaware; and Gregg M. Galardi, Esq. -- gregg.galardi@dlapiper.com
-- and Sarah E. Castle, Esq. -- sarah.castle@dlapiper.com -- at
DLA Piper LLP (US), in New York.

GM is represented by Jeffrey R. Waxman, Esq. --
jwaxman@morrisjames.com -- at Morris James, in Wilmington,
Delaware; and Aaron M. Silver, Esq. -- asilver@honigman.com -- and
Scott B. Kitei, Esq., Honigman Miller Schwartz and Cohn LLP, in
Detroit, Michigan.

Ascalon is represented by Evan Williford, Esq. --
evanwilliford@thewilliford.com -- at The Williford Firm LLC, in
Wilmington, Delaware; and Sheldon S. Toll, Esq. --
lawtoll@comcast.net -- at Sheldon S. Toll PLLC, in Southfield,
Michigan.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


RIVER-BLUFF ENTERPRISES: Has OK to Use Cash From Receiver Account
-----------------------------------------------------------------
The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington has granted River-Bluff
Enterprises, Inc., interim authorization to use cash collateral
until the earlier of (a) Aug. 31, 2014, (b) June 10, 2014, if the
Court has not entered a final order granting the Cash Collateral
motion by that date, (c) July 9, 2014, if the Debtor has not filed
by that date a disclosure statement and plan.

The Debtor is authorized to use cash that was turned over to the
Debtor from the Sterling Bank operating account of Revitalization
Partners, L.L.C., the Debtor's superseded receiver, and rents and
other proceeds of the collateral generated from and after
March 11, 2014.  The Debtor is not authorized to use cash in the
U.S. Bank account in the amount of $124,092.62.  U.S. Bank is
granted a lien on and security interest in all of the property in
which U.S. Bank holds a valid and enforceable prepetition lien and
security interest and acquired by the Debtor on and after the
Petition Date.  If the replacement lien proves insufficient to
secure diminution, U.S. Bank's rights are reserved to request a
superpriority claim.

On April 9, 2014, the Debtor sought court authorization to use
Cash Collateral to maintain and preserve the operations of the
Debtor?s real property located at 100 E. Jackson St., Ellensburg,
WA.  U.S. Bank holds a security interest the Medical Building
and the cash flow generated by the Medical Building.  As of
the Petition Date, U.S. Bank asserts a claim in the amount
$5.3 million.  The Debtor believes that, as of the Petition Date,
the Medical Building had a fair value of slightly less than
$4.2 million.  The Bank additionally holds $124,000 of additional
cash collateral in a bank account in California, bringing the
total value of its collateral as of the commencement of the case
to approximately $4.3 million.

On April 14, 2014, U.S. Bank asked the Court to deny the Debtor?s
Cash Collateral motion, claiming that the Debtor?s questionable
approach to the management of the Medical Building by insiders, as
well as unjustified use of the rents and any funds in the account,
is only going to diminish U.S. Bank?s position.  According to John
R. Knapp, Jr., Esq., at Miller Nash LLP, the attorney for U.S.
Bank, the Debtor?s adequate protection proposal is unacceptable
for these reasons: (i) the monthly payments are coming from the
rents; and (ii) the replacement lien proposed by the Debtor is not
adequate protection, as U.S. Bank has a Deed of Trust on the
Medical Building, including an assignment of rents.  U.S. Bank
already has a security interest in the postpetition rents.  It is
not adequate protection to give the U.S. Bank a lien to which it
is already entitled, Mr. Knapp said.

The Court will conduct a telephonic status conference on the Cash
Collateral motion at 1:30 p.m. on June 10, 2014.  In the event of
a timely objection to final authorization to use cash collateral,
the Court will conduct an evidentiary hearing on the Cash
Collateral motion at 10:00 a.m. on June 17, 2014.

    Hearing on U.S. Bank's Motion to Terminate Stay Stricken

The Court also ruled on April 29 that the hearing on U.S. Bank's
motion to terminate and annul automatic stay and for abandonment
will be stricken without prejudice.  In the event of the Debtor's
default under, the expiration or other termination of this court
order, or other cause, the Debtor's authorization to use Cash
Collateral will terminate, and U.S. Bank may schedule a hearing on
a motion for relief from stay and abandonment or seek other
appropriate relief from the Court on at least 10 days' notice.

The final hearing on the motion for relief from stay was not held
and was to be continued by agreement of counsel to a date to be
fixed once the hearing on Debtor's motion for interim use of Cash
Collateral has been heard.  Mr. Knapp advised that he and Metiner
G Kimel, Esq., at Kimel Law Offices, the attorney for the Debtor,
have been working on a negotiated interim Cash Collateral order.
Mr. Knapp requested that his motion for relief from stay be
continued to a date after hearing on the motion for use of cash
collateral, in the event the Cash Collateral order is not
approved.

On March 21, 2014, the Court scheduled for April 8 the hearing on
Mr. Knapp?s motion for relief from stay, after the Debtor filed on
March 19 an objection to U.S. Bank?s motion to terminate the stay.
The Debtor stated that the Bank?s receiver has a possible sale of
the Debtor?s interest in real property located at 100 E. Jackson
Ave and 705 and 707 S. Pine St. , Ellensburg, WA, which pursuant
to the contract, currently would need to close by April 15, 2014.
The proposed sale, according to the Debtor, includes property in
which U.S. Bank has no security interest, but was brought into the
receivership estate by order of the Superior Court on Feb. 13,
2013.  The Debtor said that the Property is necessary to an
effective reorganization of the Debtor.

U.S. Bank is represented by:

      John R. Knapp, Jr.
      Miller Nash LLP
      4400 Two Union Square
      601 Union Street
      Seattle, Washington 98101
      E-mail: john.knapp@millernash.com

                 About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  Metiner G Kimel, Esq., at Kimel Law
Offices, in Yakima, Washington, serves as counsel.  In its
schedules, the Debtor disclosed $10,231,777 in total assets and
$17,609,653 in total liabilities.

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.


RIVER-BLUFF ENTERPRISES: Revitalization Wants to End Receivership
-----------------------------------------------------------------
Revitalization Partners, L.L.C., general receiver for certain
assets of River-Bluff Enterprises, Inc., seeks authorization from
the Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington to file a motion in Kittitas County
Superior Court to terminate the receivership.

The Receiver was appointed as general receiver over the real
property commonly known as 100 East Jackson Avenue, Ellensburg,
Washington.  For the period Dec. 1, 2012 through Jan. 30, 2014,
the Receiver and its counsel filed notices of intent to pay
itemized statements of fees and expenses with Kittitas County
Superior Court and served all fee statements upon the Debtor and
its counsel.  No objections to the monthly fee notices were filed
with the Court.  The Receiver made disbursements on the fee
requests in accordance with applicable law and the provisions of
the Receivership court order.

The Receiver, as of the petition date, had not served a fee notice
nor been paid for fees and expenses incurred in February and March
2014.  The Receiver seeks approval of the Receiver?s fees and
expenses of $17,014.76 for February and March 2014 (which include
fees for anticipated final receivership windup and transition
tasks).  The Receiver continued its ongoing maintenance, tenant
and vendor communication, accounting, and reporting through
turnover of the property by March 24, 2014.  The Receiver?s work
in February and March included providing due diligence documents
to James Perkins, communicating with Watermark and U.S. Bank
regarding pending sale, responding to a heating outage,
implementing the overbid process, reviewing Chapter 11 documents,
evaluating and addressing payment history for slow-paying tenant,
and providing documents and accounting files to the Debtor.

The Receiver seeks approval of unpaid fees and expenses of his
attorneys totaling $15,065.76 for February and March 2014.  In
February and March 2014, the Receiver?s counsel, David W.
Criswell, Esq., at Ball Janik LLP, was primarily focused on
obtaining Court approval of bid procedures in connection with the
sale of the Property and addressing the State of Washington?s
anticipated objection to the Receiver?s request for a
determination that the sale was exempt from excise tax.  Mr.
Criswell said in a filing dated April 16, 2014, that he made
efforts to resolve any concerns or objections of the Debtor to the
proposed bid procedures, but the Debtor never responded to e-mail
and phone inquiries.  Mr. Crisswell stated that he had to travel
from Portland, Oregon, to Ellensburg, Washington, for a hearing,
where the Debtor raised minor objections to the bid procedures and
the Court then entered a bid procedures order.

The Receiver is represented by:

      David W. Criswell, Esq.
      Ball Janik LLP
      101 SW Main Street, Suite 1100
      Portland, OR 97204
      Tel: (503) 228-2525
           (503) 226-3910
      E-mail: dcriswell@balljanik.com

                 About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  Metiner G Kimel, Esq., at Kimel Law
Offices, in Yakima, Washington, serves as counsel.  In its
schedules, the Debtor disclosed $10,231,777 in total assets and
$17,609,653 in total liabilities.

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.


RIVER-BLUFF ENTERPRISES: Wants Berkadia & Chase Cash Collateral
---------------------------------------------------------------
River-Bluff Enterprises, Inc., seeks authorization from the Hon.
Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern
District of Washington to use the cash collateral of Berkadia
Commercial Mortgage LLC and JP Morgan Chase Bank on an interim
basis.  The Banks will be provided replacement liens in the post-
petition cash collateral.

A hearing on the Debtor?s request to use Berkadia?s and Chase?s
cash collateral is set for May 20, 2014, at 11:00 a.m.  Objections
to the motions must be filed by May 16, 2014.

The Debtor says that use of: (i) Berkadia?s cash collateral is
necessary for the Debtor to maintain and preserve the operations
of the Debtor?s real property located at 142 N. 9th Street
in Modesto, California, which is collateral for Berkadia; and
(ii) Chase?s cash collateral is necessary for the Debtor to
maintain and preserve the operations of the Debtor?s real
properties located at 6500 Jackson Avenue, Riverbank, California,
and 1317 Colorado Avenue, Turlock, California.

On March 14, 2014, the Debtor closed its pre-petition accounts and
opened a debtor-in-possession account with Chase.  It transferred
proceeds from its pre-petition bank accounts in California and
subsequent post-petition collections to a debtor-in-possession
account.  Pursuant to discussions with the U.S. Trustee?s office,
the Debtor is or has established separate debtor-in-possession
bank accounts for each of the four real properties which it
operates.  The Debtor currently operates, in addition to the Ninth
Street Commercial, real property located at (i) 6500 Jackson
Avenue, Riverbank California; (ii) 1317 Colorado Avenue, Turlock,
California; and (iii) 100 E. Jackson Street, Ellensburg, WA, which
is collateral for U.S. Bank. Sierra Manor Apartments and the Plaza
apartments are collateral for JP Morgan Chase Bank.

Berkadia holds a security interest the Ninth Street Commercial and
the Debtor believes, but does not admit that the cash flow
generated by the Ninth Street Commercial, is Berkadia?s
additional collateral as further set forth under the bank?s loan
and security documents.  As of the Petition Date, the Debtor
believes that Berkadia?s secured claim against the Ninth Street
Commercial totaled $1.39 million, and that the property had a fair
value of $1.75 million.

Chase holds a security interest the Sierra Manor, Apartments and
the Plaza Apartments and the Debtor believes, but does not admit
that the cash flow generated by the Sierra Manor, Apartments and
the Plaza Apartments, are Chase?s additional collateral as further
set forth under the Bank?s loan and security documents.  As of the
Petition Date, the Debtor believes that Chase?s secured claim
against the Sierra Manor Apartments totaled $1.38 million and that
the Sierra Manor Apartments had a fair value of $1.48 million.  As
of the Petition Date, the Debtor believes that Chase?s secured
claim against the Plaza Apartments totaled $1,209,24031, and that
the Plaza Apartments had a fair value of $1.20 million.

The Debtor is proposing to continue to make payments to the Banks
in accordance with the terms of the loan documents secured by the
Ninth Street Commercial property, Sierra Manor Apartments and the
Plaza Apartments.  The Debtor submits that the Banks? interest in
the cash collateral will be adequately protected by the future
revenues generated by the Ninth Street Commercial property, Sierra
Manor Apartments and the Plaza Apartments.

                 About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  Metiner G Kimel, Esq., at Kimel Law
Offices, in Yakima, Washington, serves as counsel.  In its
schedules, the Debtor disclosed $10,231,777 in total assets and
$17,609,653 in total liabilities.

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.



RIVER ROCK: Fails to Make Schedule Interest Payment on Sr. Notes
----------------------------------------------------------------
The River Rock Entertainment Authority, an unincorporated
governmental instrumentality of the Dry Creek Rancheria Band of
Pomo Indians of California, a federally recognized Indian tribe,
announced that it did not make the interest payment on the
Authority's outstanding 9% Series A Senior Notes due 2018 and 8%
Series B Tax-Exempt Senior Notes due 2018 scheduled to be made on
May 1, 2014.

?Although the scheduled interest payment was not made, we want to
assure our customers, vendors and employees that we are generating
sufficient funds to operate our business and provide the excellent
customer service that our patrons expect.  Our immediate focus is
identifying cost savings opportunities to adjust to the challenges
of our new competitive environment,? said David Fendrick, Chief
Executive Officer and General Manager of the River Rock Casino.

Under the terms of the indenture governing the Senior Notes, the
Authority has a 30 day grace period with respect to the interest
payment.  Failure to make the interest payment on or before
May 31, 2014, would constitute an event of default under the
Indenture.  Upon the occurrence of an event of default, a
Waterfall Period would commence and the Authority's cash flow will
become subject to the terms of the Waterfall Agreement, dated as
of December 21, 2011, among the Authority, the Tribe and Deutsche
Bank Trust Company Americas, as the Trustee, the Subordinated
Notes Trustee, the Collateral Trustee and the Depository, that was
entered into as part of the exchange offer and consent
solicitation for the Senior Notes.  The Waterfall Agreement was
attached as Exhibit 10.2 to the Authority's annual report for year
ended December 31, 2011.

The Authority has retainedthe law firm Holland & Knight LLP as its
legal advisor and will use Stuyvesant Square Advisors, Inc. as its
financial advisor.

                River Rock Entertainment Authority

The Authority is a Tribal governmental instrumentality of the
Dry Creek Rancheria Band of Pomo Indians, a federally recognized
self-governing Indian tribe.  The Tribe has approximately 1,000
enrolled members and 93-acres of trust land in Sonoma County,
California.


RIVERWALK JACKSONVILLE: Section 341(a) Meeting Set on June 11
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Riverwalk
Jacksonville Development, LLC, will be held on June 11, 2014, at
2:00 p.m. at 51 SW First Ave Room 1021, Miami.  Creditors have
until Sept. 9, 2014, to submit their proofs of claim.

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

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

Riverwalk Jacksonville Development, LLC, filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 14-19672) on
April 28, 2014.  Stevan J. Pardo signed the petition as managing
member.  The Debtor estimated assets of at least $10 million and
debts of at least $1 million.  Geoffrey S. Aaronson, Esq., at
Aaronson Schantz P.A. serves as the Debtor's counsel.  Judge
Laurel M Isicoff oversees the case.


ROBERT GRIFFIN: Court Rules on Trustee's Bid to Enforce Accord
--------------------------------------------------------------
In the Chapter 11 case of Robert and Julia Griffin, Bankruptcy
Judge Ben Barry grants the request filed by Richard L. Cox, the
chapter 11 trustee, to (i) enforce a settlement agreement between
Arvest Bank; Robert and Julia Griffin; and four of Griffin's
companies: Stinson, Inc. [Stinson], The Plantation, LLC, Sabram
Estates West, LLC, and Silver Leaf East, LLC; and (ii) compel
Arvest Bank's delivery of documents, but declines the relief
requested.

Instead, the Court specifically authorizes Arvest to pursue its
contractual remedies pursuant to the August 4, 2011 Settlement
Agreement, the Motion to Approve Compromise, and the Agreed Order
Approving Compromise entered on October 17, 2011.

Pursuant to Ark. Code. Ann. Sec. 16-22-308, the Court awards
Arvest its attorneys fees and costs in this matter from the date
of the debtors' breach of the settlement agreement on November 16,
2011, to the date of the entry of this order.  The Court directs
Arvest to file with the Court and serve upon the trustee and other
parties in interest its application for attorneys fees and costs
within 21 days of the entry of the order.  If so inclined, the
trustee and other parties in interest may file objections to
Arvest's application within 21 days of Arvest's filing of its
application. Each objection must state with specificity its legal
and factual basis. If objections are timely filed, the Court will
set a hearing by subsequent notice.

A copy of the Court's April 28 Order and Opinion is available at
http://is.gd/IOjyncfrom Leagle.com.

Greenwood, Arkansas-based Robert and Julia Griffin filed for
Chapter 11 bankruptcy protection on July 6, 2010 (Bankr. W.D. Ark.
Case No. 10-73471).  Derrick Mark Davidson, Esq., in Fayetteville,
Arkansas, assists the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10 million to $50
million.

Approximately two months later (on various dates in September
2010), Plantation, Stinson, Sabram Estates West, and Silver Leaf
East -- along with 10 other companies also owned by Griffin --
filed chapter 11 bankruptcy cases.  Prior to the debtors filing
their respective chapter 11 cases, Arvest had obtained state court
judgments against Plantation, Stinson, and Sabram Estates West.
On Oct. 29, 2010, the Court modified the automatic stay in the LLC
debtors' cases to require the LLC debtors to make monthly payments
to Arvest by the 7th day of each month because the debtors had
frustrated Arvest's collection efforts.  The Court ordered the For
Cause payments to commence on Dec. 7, 2010, and continue until
plans of reorganization were confirmed.  The Court specified that
if the debtors failed to timely make any of the For Cause
payments, Arvest would be entitled to again file motions for
relief that, barring unusual circumstances, the Court would grant.

None of the debtors filed plans of reorganization.  On Aug. 4,
2011, Griffin, the LLC debtors, and Arvest entered into a two-page
settlement agreement.  Among other things, the Settlement
Agreement provides that the LLC Debtors will convey their
respective mortgaged properties to Arvest by Warranty Deed in
consideration of the value determined by the Bankruptcy Court for
purposes of interest payments.


ROBERT RAEL: Contempt Motion Against Wells Fargo Denied
-------------------------------------------------------
Wyoming Bankruptcy Judge Peter J. McNiff denied Robert Alyn Rael
and Lisa Lynn Rael's Motion for Order to Show Cause and/or for
Contempt Citation against Wells Fargo Bank, N.A.  The Debtors
allege that the Bank is in contempt for violating 11 U.S.C.
Sections 362(a)(3), (5), and, (6); and the provisions of the
Debtors' confirmed amended Chapter 11 plan of reorganization.

The Debtors filed their chapter 11 bankruptcy petition, schedules
and statements on May 1, 2008.  The Debtors' Plan was confirmed on
Jan. 20, 2010.  Upon the Debtors filing a Final Report and Motion
for Final Decree, the court entered the Final Decree and Order
Closing Case on March 7, 2011.

Thereafter, on June 14, 2011, Bank filed its Motion to Dismiss or
Convert Case.  The Debtors filed an objection on June 30, 2011 and
an amended objection on Dec. 31, 2012, asserting that the case was
closed; had not been reopened; and, the Bankruptcy Court did not
have jurisdiction to grant the relief requested by the Bank.  The
court did not rule on this motion as the case was closed.

The Debtors moved to reopen the case on May 28, 2013, to "allow
Debtors to enforce the terms of the confirmed Plan and to bring
contempt actions for violation of the Automatic Stay."  On Oct.
15, 2013, the Debtors filed the Show Cause Motion.  The court
scheduled the evidentiary hearing, and after three joint motions
to continue filed by the parties, the court heard the matter on
April 9, 2014.

After the Bank filed its Motion to Dismiss or Convert the case
with the Bankruptcy Court and realizing the case was closed, it
filed a Complaint in the Fifth Judicial District Court in Big Horn
County, Wyoming against the Debtors, Lovell's American Car Care
Center, LLC, and Professional Contractor's Inc. requesting
specific performance as to LACCC and breach of contract against
Debtors and Professional Contractors.  On Feb. 23, 2012, the
Debtors filed answers in the Wyoming District Court proceedings.
The Wyoming District Court entered its judgment against the
Debtors, LACCC and Professional Contractors on Sept. 6, 2012,
finding for the Bank.

Thereafter, Bank filed a Complaint for Declaratory Relief in the
Wyoming District Court on Dec. 10, 2012 for a determination that
Bank had a priority lien over the lien rights of all other
defendants.

The Debtors allege that Bank's actions of (1) filing the
Enforcement Action; (2) failure to provide prior written notice to
Debtors before filing the Enforcement Action; and, (3) filing the
Declaratory Relief action violated the stay and Plan.

In his April 28, 2014 Memorandum Opinion and Order available at
http://is.gd/xmDAFwfrom Leagle.com, Judge McNiff held that the
court does not have post-confirmation "related to" jurisdiction
over the Enforcement Action.  A state court remedy was
appropriate.  Judge McNiff also said he does not find that the
Bank violated the automatic stay, discharge injunction or
provisions of the Plan.

Robert Alyn Rael and Lisa Lynn Rael filed for Chapter 11
bankruptcy (Bankr. D. Wyo. Case No. 08-20251) on May 1, 2008,
listing under $1 million in both assets and debts.  A copy of the
petition is available at http://bankrupt.com/misc/wyb08-20251.pdf


ROCKET SOFTWARE: S&P Affirms 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Waltham, Mass.-based Rocket Software Inc.  The
outlook is stable.

At the same time, S&P withdrew its issue-level and recovery
ratings on the company's proposed $25 million revolving credit
facility due 2019, $550 million first-lien term loan due 2020, and
$175 million second-lien term loan due 2021.

S&P also lowered its issue-level rating on Rocket's $359 million
first-lien term loan due 2018 and $25 million revolving credit
facility due 2017 to 'BB-' from 'BB'.  The '1' recovery rating is
unchanged and reflects S&P's expectation for very high (90% to
100%) recovery in the event of payment default.

In addition, S&P revised its recovery rating on the company's $105
million second-lien term loan due 2019 to '4' from '5'.  The '4'
recovery rating reflects S&P's expectation for average (30% to
50%) recovery in the event of payment default.

The corporate credit rating on Rocket is based on the company's
"highly leveraged" financial risk profile, which is capped by
S&P's "financial sponsor-6" financial policy assessment,
reflecting the company's willingness to incur leverage above 5x
demonstrated by its proposed dividend recapitalization.  The
rating also reflects the company's "fair" business risk profile
driven by its niche position in the market for infrastructure
software and the presence of larger and better funded competitors,
partially offset by its high recurring revenue and above average
profitability.

The lowering of the issue-level rating on Rocket's first-lien
credit facilities reflects its '1' recovery rating which results
in an issue-level rating that is two notches above the corporate
credit rating.  The revision of the recovery rating on the
company's second-lien term loan reflects a higher recovery value
resulting from S&P's revision of the purchase multiple to 6x from
5.5x in its simulated default scenario, discussed in its recovery
report on Rocket published April 23, 2014, on RatingsDirect.

Rocket provides enterprise software products and solutions in the
following four areas: database servers and tools; application
development, integration, and modernization; business intelligence
and analytics; and storage, networks, and compliance.  The company
benefits from a significant relationship with a large original
equipment manufacturer (OEM) partner, from which it generates a
quarter of total revenues, although the share of revenues from
this partner has declined significantly as Rocket has grown.
Besides the larger OEM partner mentioned above, the company does
not have meaningful customer or partner concentration.


SARKIS INVESTMENTS: Taps GlassRatner as Financial Advisors
----------------------------------------------------------
Sarkis Investments Company LLC asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
GlassRatner Advisory & Capital Group LLC as financial advisor.

The firm will:

  a) assist in the formulation and preparation of the Debtor's
     disclosure statement and plan of reorganization, including
     the financial projections and supporting methodology, key
     assumptions and rationale, appropriate financial analysis and
     evaluation of the Debtor's operations, and supporting
     financial statements and pro-forma budget and projections;

  b) prepare supporting documents relative to financial
     projections necessary for the bankruptcy process, including,
     if necessary, a written report summarizing the methodology,
     key assumptions and finings;

  c) assist the Debtor and the Debtor's counsel with respect to
     negotiating with holders of unsecured claims and responding
     to any  objections to the bankruptcy plan by any claim
     holders, if and as necessary;

  d) assist the Debtor and its counsel in preparing or responding
     to any competing disclosure statements and chapter 11 plan;

  e) assist in modifying the plan and disclosure statement as
     appropriate or required;

  f) if required, conduct, prepare and provide expert-witness
     evaluations and opinions, declaration and reports,
     depositions and in-court testimony with respect to the
     feasibility of the Debtor's plan within the meaning of the
     Bankruptcy Code; and

  g) perform financial advisory services as may be otherwise
     required to serve the best interests of the Debtor and the
     bankruptcy estate.

The firm's professionals and their respective hourly rates:

     Adam Meislik       Senior Managing Director    $450
     Patrick Lacy       Senior Associate            $235
     Other consultants                              $175-$450

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

Messrs. Meislik and Lacy can be reached at:

     Adam Meislik
     Patrick Lacy
     GLASSRATNER ADVISORY & CAPITAL GROUP LLC
     4550 California Avenue, 2nd Floor
     Bakersfield, CA 93309
     Tel: 661-665-2010
     Fax: 800-915-0605
     E-mail: ameislik@glassratner.com
             placy@glassratner.com
     Website: http://www.glassratner.com/

              About Sarkis Investments Company, LLC

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis
owns and leases several parcels of commercial real property in
Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660
Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

Judge Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.

MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

According the Amended Disclosure Statement filed on March 5,
2014, the Debtors seeks to accomplish payments under the plan by
paying creditors on account of their allowed claims in full over
time from cash flows generated from future operations or the
proceeds from the sale of the Company or the properties.


SARKIS INVESTMENTS: MSCI Balks at Bid to Retain GA Keen Realty
--------------------------------------------------------------
Secured Creditor MSCI 2007-IQ13 Ontario Retail Limited Partnership
objects to the request of Sarkis Investment Company LLC to employ
GA Keen Realty Advisors LLC as real estate broker.

In a filing with the U.S. Bankruptcy for the Central District of
California, the secured creditor raised five problems with the
Debtor's request, including:

    i) unspecified source of funding for GA Keen's proposed
       $27,000;

   ii) prerequisites to GA Keen receiving a proposed springing
       commission for a period of time after the retention
       agreement's six month term expires, and

  iii) GA Keen's proposed entitlement to a carve-out under
       11 U.S.C. Sec. 506(c).

Aron M. Oliner, Esq., at Duane Morris LLP, represents the Secured
Creditor.  Mr. Oliner can be reached at:

       Aron M. Oliner, Esq.
       DUANE MORRIS LLP
       One Market, Spear Tower, Suite 2200
       San Francisco, CA 94105-1127
       Tel: +1 415 957 3104
       Fax: +1 415 520 5308
       Email: roliner@duanemorris.com

As reported in the Troubled Company Reporter on Feb. 6, 2014,
GA Keen will have the exclusive right to offer the Property,
specifically, 3550 Porsche Way, 3640 Porsche Way, 3660 Porsche
Way, 3700 Inland Empire Boulevard, and 3760 Inland Empire
Boulevard, Ontario CA 91764, for sale for a term of six months,
from Jan. 22, 2014 to July 22, 2014.

In the course of its employment, GA Keen will also render these
services to the Estate, among others:

   (a) evaluating the value and marketability of the Property;

   (b) listing the Property for sale;

   (c) marketing and otherwise advertising the Property for sale;

   (d) communicating with parties interested in viewing and
       offering to purchase the Property;

   (e) showing or otherwise marketing the Property to potential
       buyers;

   (f) negotiating the terms of any agreement or other
       documentation pertaining to the acquisition of the Property
       in concert with the Debtor's counsel;

   (g) cooperating with the Debtor in seeking Court approval of
       any proposed sale of the Property; and

   (h) providing any other services reasonably requested by the
       Debtor necessary to effectively market and consummate the
       sale of the Property.

The Debtor will provide a $27,000 advance to GA Keen for marketing
expenses associated with the listings and advertising of the
Property.

GA Keen will receive a full and complete compensation for its
services to the Estate an amount equal to 1.25% of the total gross
consideration paid for the Property.  GA Keen's compensation is
contingent on the sale of the Property and Court approval vis-a-
vis any seeking approval to sell the Property pursuant to 11
U.S.C. Section 363 and other applicable law.  If the Debtor deems
in its solely discretion that reorganization serves the best
interests of the Estate and its creditors, as opposed to
liquidating the Property, GA Keen shall not receive any
compensation; however, in such case, GA Keen will not be required
to reimburse the Estate for or return the Marketing Advance unless
otherwise ordered by the Court.

Mark P. Naughton, senior vice president and general counsel of
Great American Group, the parent company of GA Keen, 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.

GA Keen can be reached at:

       Harold Bordwin
       GA KEEN REALTY ADVISORS, LLC
       Graybar Building
       420 Lexington Avenue, Suite 3001
       New York, NY 10170
       Tel: (646) 381-9201
       E-mail: hbordwin@greatamerican.com

              About Sarkis Investments Company, LLC

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis
owns and leases several parcels of commercial real property in
Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660
Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

Judge Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.

MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

According the Amended Disclosure Statement filed on March 5,
2014, the Debtors seeks to accomplish payments under the plan by
paying creditors on account of their allowed claims in full over
time from cash flows generated from future operations or the
proceeds from the sale of the Company or the properties.


SDNY 19 MAD PARK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: SDNY 19 MAD PARK, LLC
           d/b/a SD26 Restaurant & WineBar
        15 East 26th Street
        New York, NY 10010

Case No.: 14-11055

Chapter 11 Petition Date: April 15, 2014

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

Debtor's Counsel: Julie Cvek Curley, Esq.
                  DELBELLO DONNELLAN WEINGARTERN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue, 11th Floor
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jcurley@ddw-law.com

                     - and -

                  Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jpasternak@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Anthony Magliulo, managing member.

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


SIMPLEXITY LLC: Gets Court Approval to Sell Assets to Wal-Mart
--------------------------------------------------------------
The Hon Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved the sale of certain equipment, intellectual
property, contract rights and other assets of Simplexity, LLC, and
Simplexity Services LLC, to Wal-Mart Stores, Inc., pursuant to the
asset purchase agreement dated March 20, 2014.

Under the agreement, Wal-Mart will pay $10 million and assume
liabilities.  Closing of the deal will be held at the Offices of
Gibson, Dunn & Crutcher LLP, 200 Park Avenue in New York.

The Court found that the total consideration provided by Wal-Mart
is fair and reasonable, and will provide a greater recovery to the
Debtors' creditors that would be provided by any other available
alternative.

Wal-Mart served as stalking horse bidder for the assets.  It was
declared the successful bidder pursuant to the court-approved
bidding procedures.  The Court held a hearing to approve the sale
on April 30.

The Debtors assured the Court that Wal-Mart is not an "insider" or
"affiliate".

The Court also ruled that appointment of a consumer privacy
ombudsman is not required.

All objections that have not been withdrawn, waived or settled
have been overruled, including the objections raised by Roberta A.
DeAngelis, U.S. Trustee for Region 3; the Official Committee of
Unsecured Creditors; Reliance Communications LLC; Sprint Solutions
Inc.; Microsoft Corporation, and its wholly-owned affiliate,
Microsoft Licensing, GP; Staples Inc., Staples Contract &
Commercial Inc. and other subsidiaries of Staples Inc.; and
Clearpath Solutions Group, LLC and Clearpath Hosting, LLC.

The Sale Order preserves the security interests, claims to
ownership and euqpment that the Clearpath entities may assert
against the Debtors.  The Order also provides that the Purchased
Assets won't include any accounts receivable or any other asset
that purportedly evidences a payment obligation owed by any of
Cellco Partnership d/b/a Verizon Wireless or its subsidiaries to
the Debtors.

The Debtors' 2012 software services agreement with Oracle LLC and
Oracle America Inc. is considered a deferred contract, and Wal-
Mart will pay Oracle $17,572 on or before the closing date of the
sale, on account of postpetition amounts due under the agreement
until the earlier of the rejection deferral date or the date the
agreement is rejected.  If Wal-Mart assumes the agreement, it will
pay Oracle $17,627for the remaining cure cost.

Staples Inc. has asserted that certain assets of the Debtors,
which may be transferred to Wal-Mart contain non-buyer data or
information that Staples or its affiliates has an ownership
interest.  The Sale Order provides that in the event the assets
purportedly containing the data remains with the Debtors following
the Closing, at the request of Staples Inc., the Debtors will
return the data or copies thereof to Stales or destroy the data,
with Staples paying for reasonable out of pocket costs related to
the return or destruction of data.

The Order also provides that the Purchaser and the Debtors are not
and will not become obligated to pay any fee, commission or like
payment to any broker, finder or financial advisor as a result of
the consummation of the sale.

A full-text copy of the Court's Sale Order and the Asset Purchase
Agreement is available for free at http://is.gd/0X402X

                         About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.

Simplexity LLC disclosed $14,417,331 in assets, and $61,593,579 in
liabilities.  Simplexity Services LLC reported $8,941,387 in
assets and $36,972,706 in liabilities.  Adeptio INC Holdings LLC
also reported $105,199 in assets and $32,014,086 liabilities.


SIRIUS XM: Moody's Rates New $750MM Senior Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned B1 to Sirius XM Radio Inc.'s
proposed $750 million senior unsecured notes. Most of the net
proceeds from the new notes are expected to repay $730 million of
outstandings under the company's $1.25 billion senior secured
revolving credit facility (unrated). In addition, Moody's affirmed
the company's Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default Rating as well as all existing instrument
ratings. The B1 rating on the proposed and existing senior
unsecured notes reflects their effective subordination to the
unrated secured revolver and the 5.25% senior secured notes. The
rating outlook is stable.

Assigned:

Issuer: Sirius XM Radio Inc.

  NEW $750 million Senior Unsecured Notes: Assigned B1, LGD4-63%

Affirmed:

Issuer: Sirius XM Radio Inc.

  Corporate Family Rating: Affirmed Ba3

  Probability of Default Rating: Affirmed Ba3-PD

  Speculative Grade Liquidity Rating: Affirmed SGL -- 1

  5.25% sr secured notes due 2022 ($400 million outstanding):
  Affirmed Baa3, LGD1 -- 8% (from LGD2 -- 12%)

  4.25% sr unsecured notes due 2020 ($500 million outstanding):
  Affirmed B1, LGD4 -- 63% (from LGD4 -- 68%)

  5.875% sr unsecured notes due 2020 ($650 million outstanding):
  Affirmed B1, LGD4 -- 63% (from LGD4 -- 68%)

  5.75% sr unsecured notes due 2021 ($600 million outstanding):
  Affirmed B1, LGD4 -- 63% (from LGD4 -- 68%)

  4.625% sr unsecured notes due 2023 ($500 million outstanding):
  Affirmed B1, LGD4 -- 63% (from LGD4 -- 68%)

Outlook:

Issuer: Sirius XM Radio Inc.

Outlook is Stable

Ratings Rationale

Sirius' Ba3 corporate family rating reflects moderate leverage
(3.5x debt-to-EBITDA as of March 31, 2014, including Moody's
standard adjustments and pro forma for the new notes) and
expectations for free cash flow of more than $950 million over the
next 12 months. Despite the increase in debt-to-EBITDA from 2.8x
as of March 31, 2013, leverage ratios along with other credit
metrics remain within its Ba3 rating. Since the beginning of 2013,
the company increased funded debt balances by $1.4 billion and
repurchased roughly $2.3 billion of common stock on the open
market under its $4 billion common share repurchase program. Most
recently, in April 2014, the company funded $340 million in share
repurchases and completed the $500 million program to buy back a
portion of shares owned by Liberty Media Corporation. Moody's
believes that, despite the potential for higher debt balances to
fund additional distributions, financial metrics will remain
within the Ba3 rating, due in part to revenue and EBITDA growth
largely from an increase in the company's self-pay subscriber base
supported by sustained deliveries of light vehicles in the U.S.
over the next 12 months as well as from the addition of
subscribers in the used car segment. Liquidity is strong with more
than $100 million of cash balances, good availability under the
$1.25 billion revolving credit facility, and no significant debt
maturities until 2017. Sirius has been positioning itself for
enhanced financial flexibility over the past 18 months. Notes
issued since the beginning of 2013 totaling $2.25 billion are
covenant-lite with no limitations on restricted payments nor debt
issuances. In April 2014, the company provided collateral to the
5.25% notes issued in 2012 thereby eliminating the incurrence
tests for restricted payments and additional indebtedness.
Separately, the $1.25 billion credit agreement limits restricted
payments with a recently amended 4.50x total leverage incurrence
test (previously 3.50x) and limits total leverage to 5.0x (as
defined). The formation of a new holding company in November 2013
provides additional flexibility for raising incremental debt.

The stable outlook reflects Moody's view that Sirius will increase
its self-pay subscriber base reflecting sustained demand for new
vehicles in the U.S. and growing availability of satellite radio
in used cars, resulting in higher revenue and EBITDA over the next
12 months. The outlook incorporates Sirius maintaining good
liquidity, even during periods of satellite construction, the
potential for leverage to increase above current levels consistent
with management's leverage target of 4.0x (as reported), and the
likelihood of share repurchases or additional dividends being
funded from revolver advances, new debt issuances, or free cash
flow. The outlook does not incorporate leveraging transactions or
a level of shareholder distributions that would negatively impact
liquidity or sustain debt-to-EBITDA ratios above 4.25x (including
Moody's standard adjustments).

Ratings could be downgraded if Moody's expects debt-to-EBITDA
ratios will be sustained above 4.25x (including Moody's standard
adjustments) or if free cash flow generation falls below targeted
levels as a result of subscriber losses due to a potentially weak
economy or migration to competing media services (e.g. CarPlay
from Apple Inc., Pandora, Spotify), or due to functional problems
with satellite operations. A weakening of Sirius' liquidity
position below expected levels as a result of dividends, share
repurchases, capital spending, or additional acquisitions could
also lead to a downgrade. Ratings could be upgraded if management
demonstrates a commitment to balance debt holder protections with
shareholder returns. Moody's would also need assurances that the
company will operate in a financially prudent manner consistent
with a higher rating including sustaining debt-to-EBITDA ratios
below 3.25x (including Moody's standard adjustments) and free cash
flow-to-debt ratios above 12% even during most periods of
satellite construction.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Sirius XM Holdings Inc., headquartered in New York, NY, provides
satellite radio services in the United States and Canada. The
company creates and broadcasts commercial-free music; premier
sports talk and live events; comedy; news; exclusive talk and
entertainment; and comprehensive Latin music, sports and talk
programming. SiriusXM services are available in vehicles from
every major car company in the U.S., and programming is also
available online as well as through applications for smartphones
and other connected devices. The company holds a 37% interest in
SiriusXM Canada which has more than 2 million subscribers. Sirius
is publicly traded and a controlled company of Liberty Media
Corporation which owns just over 50% of common shares. Sirius
reported 25.8 million subscribers, including 21.3 million self-pay
subscribers as of March 31, 2014 and generated revenue of $3.9
billion for the trailing 12 months ended March 31, 2014.


SIRIUS XM: S&P Assigns 'BB' Rating to $750MM Sr. Notes Due 2024
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
satellite radio company Sirius XM Radio Inc.'s proposed issuance
of $750 million senior notes due 2024 an issue-level rating of
'BB', with a recovery rating of '3'.  The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default.  S&P expects the company will
initially use proceeds to repay revolving credit facility
borrowings and ultimately to fund share repurchases.

The rating on Sirius XM Radio incorporates S&P's expectation that
leverage will not increase above our 4.5x threshold for the
company at this rating, because of its good operating outlook and
growing discretionary cash flow, and despite moves to boost
shareholder returns.  S&P assess Sirius' business risk profile as
"fair," reflecting its stable subscriber churn, dependence on U.S.
new auto sales and consumer discretionary spending for growth, and
its intermediate-term vulnerability to competition from
alternative media.

"Our "significant" financial risk profile assessment is based on
the company's more aggressive financial policy since Liberty Media
Corp. assumed majority control of Sirius XM in January 2013.
Sirius XM paid a $327 million special dividend in December 2012,
repurchased $1.76 billion of shares in 2013, and spent $530
million to acquire Agero's connected vehicle business.  In January
2014, Liberty Media had proposed purchasing the remaining 47%
public equity stake, but withdrew the offer in March 2014.
Liberty Media now owns slightly more than 50% of Sirius XM's
zquity, following its April 2014 sale to Sirius XM of $340 million
of Sirius XM's common stock.  The transaction completed a $500
million total repurchase authorization by Sirius of Liberty
Media's holdings since October 2013," S&P said.

Pro forma for the proposed senior note issuance and repayment of
$730 million of revolving credit facility borrowings outstanding
as of April 30, 2014, gross debt to EBITDA increased to 3.2x at
March 31, 2014, from an actual level of 2.8x.  Sirius XM still has
$1.7 billion remaining under its existing stock repurchase program
authorization, which could include additional purchases of Liberty
Media's holdings.  S&P believes that some risk still surrounds
Liberty Media's long-term financial strategy and its potential
effect on Sirius XM, though S&P do not expect leverage to increase
above its 4.5x threshold for Sirius at the current rating.

RATINGS LIST

Sirius XM Radio Inc.
Corporate Credit Rating        BB/Stable/--

New Rating

Sirius XM Radio Inc.
Senior Unsecured
  $750M notes due 2024          BB
   Recovery Rating              3


SLM CORP: S&P Cuts ICR to BB on Spin-Off; Changes Name to Navient
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its
ratings on SLM Corp. from CreditWatch, where it had placed them
with negative implications on May 29, 2013.  S&P lowered the
issuer credit ratings on the company to 'BB/B' from 'BBB-/A-3'.
The outlook is stable.  S&P also lowered the ratings on the
company's unsecured debt and preferred stock to 'BB' and 'B',
respectively.  S&P is subsequently withdrawing the 'B' preferred
stock rating at the request of the company.  After the separation,
the company's name will change to Navient LLC.  S&P is also
assigning 'BB/B' long- and short-term issuer credit ratings to
Navient Corp.  The outlook is stable.

SLM Corp. will complete its separation into two publicly traded
companies: SLM Corp. and Navient Corp.  Leading up to the
separation, the company merged its existing holding company
(existing SLM Corp.) into a subsidiary, Navient LLC, which will
become a wholly owned subsidiary of Navient Corp. (Navient) upon
separation.  The company also made Sallie Mae Bank's holding
company (SLM BankCo) the new primary holding company and renamed
it SLM Corp.  One business will be an education loan management
business, Navient, which holds most of the former SLM Corp.'s
assets and liabilities, including its rated unsecured debt, that
was outside of Sallie Mae Bank.  The other business, SLM Corp.,
will be a consumer banking business that holds the private
education loans currently in the bank, the company's preferred
stock, and related origination and servicing platforms.  Going
forward, S&P will only rate Navient.  Navient will specifically
include the Federal Family Education Loan Program (FFELP)
portfolio, legacy private education loans, the Department of
Education (ED) direct federal student loans servicing business,
and a number of fee-based servicing and collections businesses,
some of which are also in runoff.

"Overall, we believe Navient's credit profile will be worse than
the combined entity because it will likely more aggressively
return capital to shareholders, it will have significant
refinancing risk considering its large reliance on unsecured debt,
and there is heightened uncertainty surrounding how the company
will evolve as its core FFELP portfolio runs off over the course
of several years," said Standard & Poor's credit analyst Kevin
Cole.

S&P believes Navient will have a more aggressive stance on
enhancing shareholder value as part of the company's strategy of
returning legacy business capital to investors.  The company has
already announced that it will maintain the same quarterly
dividend as the former SLM Corp. ($0.15 per share) and target a
30% dividend payout ratio.  S&P expects the company's total
shareholder payout to increase as a proportion of earnings as
company seeks to return what it sees as excess capital to
shareholders.

S&P's stable outlook reflects its expectation that Navient will
maintain adequate capital against its student loan portfolio
(roughly 12% against private education loans; 0.5% against FFELP)
while it focuses on returning capital to shareholders.  S&P sees
the company slowly running off its FFELP portfolio and potentially
replacing most of the private education loan portfolio runoff with
purchases from the new SLM Corp.  If the company were to return
more capital to shareholders than S&P expects, or increase
leverage by issuing debt above the amount coming due, S&P could
lower the rating.

In addition, S&P could lower the rating if the company accelerates
its FFELP portfolio rundown by selling its residual interests and
S&P believes that it will not use an appropriate amount of the
proceeds to retire unsecured debt.  S&P could also downgrade the
company by multiple notches if ED did not renew Navient's student
loan serving contract, or legislative and regulatory actions
materially weakened S&P's expectation for the company's ability to
generate fee-based cash flow.

The regulatory and legal risk related to current investigations
and future Consumer Financial Protection Bureau and congressional
actions would need to recede before S&P would consider raising its
ratings on Navient.  S&P would need to see a lengthy track record
of prudent capital management and non-FFELP-related fee-income
growth.  Therefore, S&P believes it is unlikely that it would
raise the ratings in the next two years.


SMD TRUST: Case Summary & 6 Unsecured Creditors
-----------------------------------------------
Debtor: SMD Trust Dated July 6, 1988
        PO Box 9203
        Kansas City, MO 64168

Case No.: 14-41277

Chapter 11 Petition Date: April 15, 2014

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Colin N. Gotham, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: 913-962-8700
                  Fax: 913-962-8701
                  Email: Cgotham@emlawkc.com

Total Assets: $1,060

Total Liabilities: $2.16 million

The petition was signed by Shane Danner, successor trustee.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/mowb14-41277.pdf


STANADYNE CORP: S&P Puts 'CCC' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'CCC'
corporate credit ratings on Stanadyne Corp. (Stanadyne) and its
parent, Stanadyne Holdings Inc., on CreditWatch with positive
implications.  S&P did not place the issue rating on Stanadyne's
rated debt on CreditWatch because it expects the company to retire
the outstanding debt using the proceeds from the planned division
sale.

"The CreditWatch placements follow Stanadyne's announcement that
it has signed a definitive agreement to sell its filtration
business to Clarcor Inc. (not rated) for about $325 million," said
Standard & Poor's credit analyst Dan Picciotto.  "We expect
Stanadyne to use the proceeds to repay debt obligations that have
looming maturities in 2014 and 2015."  If Stanadyne consummates
the transaction and retires the debt, S&P could raise the rating
on the company.  The 'CCC' corporate credit rating reflects the
risks of a default associated with these looming maturities.

The issue-level ratings are not affected because S&P expects that
the existing rated debt will be repaid as part of the transaction.

The CreditWatch placements reflect S&P's expectation that it will
likely raise its corporate credit ratings on both companies upon
completion of the sale and repayment of the rated debt, and
following a review of the remaining company.  Subject to a review
and upon closing of the transaction, S&P would likely raise the
corporate credit ratings to 'B-'.


SUN BANCORP: Amends 2013 Annual Report
--------------------------------------
Sun Bancorp, Inc., amended its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2013, originally filed with the U.S.
Securities and Exchange Commission on March 14, 2014, to include
the information required by and not included in Part III of the
Original Filing because it was incorporated by reference from the
Company's Proxy Statement which, as of the date of the Original
Filing, the Company intended to file within 120 days of the end of
its fiscal year but which will not be filed by that deadline.  A
copy of the Form 10-K/A is available for free at:

                        http://is.gd/dyPnrm

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey.  Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp incurred a net loss available to common shareholders
of $9.94 million in 2013, a net loss available to common
shareholders of $50.49 million in 2012 and a net loss available to
common shareholders of $67.50 million in 2011.  As of Dec. 31,
2013, the Company had $3.08 billion in total assets, $2.84 billion
in total liabilities and $245.33 million in total shareholders'
equity.

"Although we have taken a number of steps to reduce our credit
exposure, at December 31, 2013, we had approximately $40.5 million
in nonperforming assets and it is possible that we will continue
to incur elevated credit costs over the near term, which would
adversely impact our overall financial performance and results of
operations.  We cannot assure you that we will return to
profitability in the near term or at all," the Company said in the
annual report for the year ended Dec. 31, 2013.


TAMPA WAREHOUSE: Gets Approval to Extend Term of CBRE Agreement
---------------------------------------------------------------
Tampa Warehouse, LLC received approval from U.S. Bankruptcy Judge
Laura Beyer to extend the term of its listing agreement with CB
Richard Ellis, Inc. to June 30.

CBRE has held an exclusive leasing listing agreement on an
industrial warehouse facility owned and managed by Tampa since
November 2002.  CBRE markets the property located in Tampa,
Florida to potential lessors and/or purchasers.

                      About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

Judge Laura T. Beyer oversees the case.  The Debtor is represented
by represented by Joshua B Farmer, Esq., at Tomblin, Farmer &
Morris, PLLC, in Rutherfordton, North Carolina.  Michael R. Nash,
CPA, PLLC, serves as accountants.

The Bankruptcy Administrator said in December that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
case.

Jimmy R. Summerlin, Jr., Esq., at Young, Morphis, Bach & Taylor,
LLP, represents lender Regions Bank.



TAMPA WAREHOUSE: Gets Approval to Execute Agreement With CBRE
-------------------------------------------------------------
Tampa Warehouse, LLC received court approval of a management
agreement, under which CBRE Inc. will take over the operational
management of an industrial warehouse owned by the company.

Tampa entered into the agreement with CBRE pursuant to a prior
court order, which approved a compromise between the company and
Regions Bank on the use of cash collateral and several other
issues.  The same order required Tampa to select a third-party
management firm to assume the operational management of the
warehouse located in Tampa, Florida.

Regions Bank holds a first-priority mortgage on the property,
which secures a pre-bankruptcy loan obligation of approximately
$18 million.

                      About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

Judge Laura T. Beyer oversees the case.  The Debtor is represented
by represented by Joshua B Farmer, Esq., at Tomblin, Farmer &
Morris, PLLC, in Rutherfordton, North Carolina.  Michael R. Nash,
CPA, PLLC, serves as accountants.

The Bankruptcy Administrator said in December that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
case.

Jimmy R. Summerlin, Jr., Esq., at Young, Morphis, Bach & Taylor,
LLP, represents lender Regions Bank.


TASC INC: S&P Revises Outlook to Negative & Affirms 'B' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Chantilly, Va.-based TASC Inc. to negative from stable and
affirmed the corporate credit rating at 'B'.

At the same time, S&P assigned its 'B+' issue-level rating on the
company's proposed $482 million senior secured first-lien credit
facilities, which consists of a $50 million revolving credit
facility due 2019 and a $432 million term loan due 2020.  The
recovery rating is '2' and indicates S&P's expectation for
substantial (70% - 90%) recovery in the event of a payment
default.

At the same time, S&P assigned its 'CCC+' issue-level rating on
the company's proposed $200 million senior secured second lien
credit facility.  The recovery rating is '6' and indicates S&P's
expectation for negligible (0% - 10%) recovery in the event of a
payment default.

There will be maintenance covenants on both the first- and second-
lien senior secured credit facilities.  Ratings are based on
preliminary documentation and are subject to review of final
documents.

The rating on TASC reflects the company's "fair" business risk
profile, incorporating the company's focus on intelligence sector
contracts, which are usually forged with long-term industry
partners and are generally competed for based on value rather than
price.  The rating also reflects TASC's diversified contract and
task orders from different U.S. federal and civil government
agencies.  Still, the company faces headwinds from the continued
government budget pressure over the intermediate term, and it
competes against much larger players with greater financial
resources and broader technical capabilities.

S&P views the company's financial risk profile as "highly
leveraged", which reflects its expectation of debt-to-EBITDA
increasing to the mid-6x area, from the 5x area currently,
primarily due to the loss of two large contracts in the first half
of 2013 and also program contractions and pricing pressure that is
prevalent in the government contracting environment.  S&P views
the industry risk as "intermediate" and the country risk as "very
low."  S&P's assessment of the company's management and governance
is "fair."


TELEPHONE & DATA SYSTEMS: Demoted to Highest Junk Status
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Telephone & Data Systems Inc., the 84 percent parent
of United States Cellular Corp., lost investment-grade status on
April 4, when Standard & Poor's reduced the corporate rating by
one grade to BB+, the highest status in junk.

According to Mr. Rochelle, the Chicago-based company was
downgraded in view of free operating cash flow that S&P said may
remain negative until 2017. Competition was another factor.

U.S. Cellular got a similar downgrade and has a BB+ corporate
rating, the report said.


TENNECO INC: S&P Raises CCR to 'BB+' on Improved Profitability
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Lake Forest, Ill.-based auto supplier
Tenneco Inc. to 'BB+' from 'BB'.  The outlook is stable.

At the same time, S&P raised its issue rating on the company's
senior secured debt to 'BBB' from 'BBB-'.  The '1' recovery rating
on the debt remains unchanged, indicating S&P's expectation for
very high recovery (90%-100%) in the event of a payment default.
S&P also raised its issue rating on the company's senior unsecured
debt to 'BB' from 'BB-'.  The '5' recovery rating on the debt
remains unchanged, indicating S&P's expectation for modest
recovery (10%-30%) in the event of a payment default.

"The upgrades are based on the company's 'intermediate' financial
risk profile, reflecting declining debt leverage, steady cash
flow, and strong liquidity," said Standard & Poor's credit analyst
Lawrence Orlowski.  "We expect debt to EBITDA to be significantly
below 2x by year-end 2014 and to remain below 3x over the long
term."  In addition, the company has consistently generated free
operating cash flow (FOCF) over the years.  As of year-end 2013,
FOCF to debt was 17.6%.  Nevertheless, although S&P expects FOCF
to debt to decrease to less than 10% in 2014 as capital
expenditures rise as the company prepares for future product
launches, we expect this ratio to increase to more than 10% in
2015.

The upgrades also reflect S&P's "fair" business risk profile
assessment, which incorporates the company's global position as a
leading supplier of clear air and ride control products.  S&P
believes Tenneco is the No. 1 and No. 2 supplier of emissions
control and ride control equipment to original equipment
manufacturers (OEMs) in North America and Europe, respectively.
Since the clear air segment generates about two-thirds of revenue,
Tenneco especially benefits from the increasingly stringent
regulations worldwide aimed at reducing vehicle tailpipe
emissions.

The outlook is stable.  S&P assumes that Tenneco will maintain a
debt to EBITDA of less than 3x and be able to generate FOCF to
debt of at least 10% over the rating cycle.

While unlikely, S&P could lower the rating if, for example, global
vehicle demand began to decline, thereby weakening the company's
ability to keep leverage below 3x.  S&P could also lower the
rating if it was to believe that the company could not generate
enough FOCF to be in line with its expectations for the
"intermediate" financial risk profile assessment.  This could
occur if, for instance, revenue decreased 10% in 2014 and the
gross margin fell to less than 13%.

To raise the rating to investment grade ('BBB-' and higher), S&P
would need to believe that the company's business model would be
comfortably resilient over the long term--including during
industry downturns--and that its profitability is improving.  S&P
would look for double-digit EBITDA margins, reflecting a
strengthening competitive position and consistent execution.
Moreover, S&P would expect the company to sustain FOCF to adjusted
debt of more than 15% and debt to EBITDA at or less than 2x on a
sustainable basis.  This could occur if, for example, the
company's revenues rose more than 5% in 2014 and gross margins
were more than 17%.  S&P believes it is unlikely it would raise
the rating in the coming year.


THORNBURG MORTGAGE: Default Judgment in "Lee" Suit Set Aside
------------------------------------------------------------
Magistrate Judge Nathanael M. Cousins ruled on motions for default
judgment filed by pro se plaintiff Susan Lee against three
defendants -- Thornburg Mortgage Home Loans Inc., TMST Home Loans,
Inc. formerly known as Thornburg Mortgage Home Loans Inc., and
Bank of America, N.A., as well as those defendants' motions to set
aside default.

In an April 29 Order available at http://is.gd/cHatyhfrom
Leagle.com, the Court finds that there is good cause to set aside
default, and, therefore, denies without prejudice the motions for
default judgment.

Lee's complaint asserts nine causes of action, against all
defendants unless otherwise noted, for: (1) Declaratory Relief;
(2) Quasi Contract; (3) Negligence; (4) violations of the Fair
Debt Collection Practices Act ("FDCPA"), 15 U.S.C. Sec.1692; (5)
violations of the California Business and Professions Code
Sec.17200; (6) violations of the Truth in Lending Act ("TILA"), 15
U.S.C. Sec.1641(g) (against U.S. Bank and Doe defendants); (7)
violations of the Racketeer Influenced and Corrupt Organizations
Act ("RICO"), 18 U.S.C. Sec.1962; (8) Fraud; and (9) Accounting.
The relief sought by Lee includes no less than $5,000,000 in
damages, and "an order finding that Defendants have no legally
cognizable rights as to Plaintiff, the Property, Plaintiff's
Promissory Note, Plaintiff's Deed of Trust or any other matter
based on contract or any of the documents prepared by Defendants,
tendered to and executed by Plaintiff."

                       About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray and David Hilty of Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TOUSA INC: Senior Status of Lot-Option-Agreement Claims Affirmed
----------------------------------------------------------------
In the Chapter 11 case of TOUSA Inc., District Judge Robin S.
Rosenbaum affirms the Bankruptcy Court's Order that classified
certain Lot-Option-Agreement Claims and Model-Home Claims as
claims entitled to Senior-Debt status.

Prior to filing for bankruptcy, TOUSA Inc. subsidiary, TOUSA
Homes, Inc., had entered into six Option Agreements and one Master
Purchase, Construction Management, and Rental Agreement with
various landowners.  Under these Agreements, THI agreed to possess
the landowners' undeveloped land in order to develop residential
subdivisions on the land.  All of these Agreements provided THI
with the exclusive right and option to purchase all or any number
of the landowners' lots in consideration for THI's Lot-Option
Deposit.

Notwithstanding THI's "option" to purchase any and all of the
lots, the language of the Agreements suggests that THI's purchase
of at least some lots is mandatory under the Agreements.  THI
failed to fully exercise its purchase options under these
Agreements.  Jefferies Leveraged Credit Products, LLC, and Castle
Creek Arbitrage, LLC, acquired the interests of the landowner
parties to these Agreements and filed proofs of claim with the
Bankruptcy Court for THI's failure to exercise the purchase
options.

After years of litigation, the Bankruptcy Court confirmed the
Debtors' Plan.  The Plan provided that distributions for unsecured
claims made by the Debtors such as THI are divided into three
classes of claims: Class 4A Senior Note Guaranty Claims, Class 4B
General Unsecured Claims, and Class 4C Subordinated Note Claims.
This classification scheme was implemented to give effect to
provisions of governing Subordinated Notes Indentures that
provided that subordinated-note claims are subordinated in right
of payment to the payment in full of "Senior Debt."

Prior to confirmation of the Plan, Jefferies Leveraged and Castle
Creek had moved the Bankruptcy Court for a determination that
their claims based on the Lot-Option Agreements were entitled to
Senior-Debt status under the Subordinate Notes Indentures and,
accordingly, entitled to classification as Class 4A Senior Note
Guaranty Claims.  After a hearing, on Aug. 2, 2013, the Bankruptcy
Court issued an Order finding the Lot-Option-Agreement Claims
entitled to Senior Debt status and, therefore, classifiable as
Class 4A Claims.

Wilmington Trust Company appeals the Bankruptcy Court's Order,
arguing that the Lot-Option-Agreement Claims are not entitled to
Senior-Debt status and should therefore be classified as Class 4B
General Unsecured Claims under the Plan.

The case before the District Court is, WILMINGTON TRUST COMPANY,
Appellant, v. JEFFERIES LEVERAGED CREDIT PRODUCTS, LLC, and CASTLE
CREEK ARBITRAGE, LLC, Appellees, Case No. 13-62533-CIV-ROSENBAUM
(S.D. Fla.).  A copy of the Court's April 24, 2014 Opinion and
Order is available at http://is.gd/iBQIFPfrom Leagle.com.

Wilmington Trust Company is represented by Leah M. Eisenberg, Esq.
-- leah.eisenberg@arentfox.com -- at Arent, Fox, LLP; and Leyza
Florin Blanco, Esq. -- leyza.blanco@gray-robinson.com -- at
GrayRobinson, P.A.

Jefferies Leveraged Credit Products, LLC, and Castle Creek
Arbitrage, LLC, are represented by David E. Blabey, Jr., Esq., and
Joshua Brody, Esq. -- at dblabey@kramerlevin.com and
jbrody@kramerlevin.com -- at Kramer, Levin, Naftalis & Frankel,
LLP; and:

     Lawrence Earlee Pecan, III, Esq.
     MARSHALL GRANT, PL
     197 S Federal Hwy, Ste 300
     Boca Raton, FL 33432-4946

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, N.Y., represent the
creditors committee.

The unsecured creditors committee initially proposed a chapter 11
liquidating plan for Tousa.  However, the committee decided not to
pursue approval of its liquidation plan because of a pending
appeal of its fraudulent transfer action in the U.S. Court of
Appeals for the Eleventh Circuit.  In May 2012, the Court of
Appeals in Atlanta held that Tousa's bank lenders received
fraudulent transfers exceeding $400 million.

After mediation before Peter L. Borowitz, Tousa and the unsecured
creditors committee, MatlinPatterson Global Advisers and Monarch
Alternative Capital, as investment adviser to Monarch Master
Funding, collectively reached an agreement in principle on a
settlement proposal.  The proposal would form the foundation for a
joint bankruptcy-exit plan for the Debtors.

In May 2013, Tousa and the unsecured creditors committee filed a
proposed liquidating Chapter 11 plan.

On July 12, 2013, Tousa won court approval of a $67 million
settlement with several insurance companies allowing the Debtors
to proceed with an Aug. 1 hearing to confirm the plan.  The
dispute with the insurance companies involved the pre-bankruptcy
fraudulent transfers.  The insurance companies included Federal
Insurance Co., XL Specialty Insurance Co. and Zurich American
Insurance Co.

According to Bloomberg News, in settlement, the insurance
companies will pay $67 million, with $47.9 million going to
creditors of the Tousa companies that were forced to take on debt
improperly.  The first-lien lenders receive $7.66 million, while
second-lien lenders take home $11.5 million.  Some of the
insurance companies also pay $8.27 million of the directors' and
officers' defense costs.

Bloomberg relates Tousa's Chapter 11 plan has recoveries ranging
from 58 percent for senior noteholders to 5 percent for creditors
with general unsecured claims.  The plan was the result of the
decision from the appeals court in May 2012 finding banks received
fraudulent transfers exceeding $400 million.  The opinion
reinstated a ruling by U.S. Bankruptcy Judge John K. Olson which
had been set aside on the first appeal in federal district court.

The Court confirmed the Plan on August 6, 2013.


UNIVERSAL HEALTH: Ch.11 Trustee Seeks Probe on Warburg Pincus
-------------------------------------------------------------
Soneet R. Kapila, chapter 11 trustee of the estate of Universal
Health Care Group, Inc. and the estate of American Managed Care,
LLC, by counsel, filed motions seeking entry of an order
authorizing the examination of Allen Wise, Mark Dawson,
Joel Ackerman, Alok Sanghvi and the corporate representative(s) of
Wells Fargo Bank, N.A. Warburg Pincus, LLC , Warburg Pincus
Private Equity IX, L.P., Warburg Pincus IX LLC, Warburg Pincus
Partners LLC, and Warburg Pincus & Co. duces tecum pursuant to
Federal Rule of Bankruptcy Procedure 2004.

The Chapter 11 Trustee seeks authority to examine Mr. Wise, et al.
in connection with (i) knowledge of the Debtors' assets and
liabilities, (ii) pre-bankruptcy relationship and dealings with
the Debtors, (iii) role in various pre-bankruptcy transactions
involving the Debtors that may be avoidable and recoverable under
Sections 548 and 550 of the Bankruptcy Code, and (iv) any other
matter relevant to the estates.

The Debtors' financial records indicate that Wells Fargo was a
party to a series of complex financial transactions involving the
Debtors, Wells Fargo, Warburg Pincus, LLC, Warburg Pincus Private
Equity IX, L.P., Warburg Pincus IX LLC, Warburg Pincus Partners
LLC, Warburg Pincus & Co., and Mr. Wise.

During 2006, Warburg and Mr. Wise acquired several million shares
of preferred stock in UHCG.  Warburg and Mr. Wise subsequently
resold the Stock to UHCG in 2011 at a substantial profit.

During the two-year period preceding UHCG's bankruptcy filing,
Wells Fargo obtained a complete repayment from UHCG of the
obligations associated with the Wells Fargo Loan.

The Repurchase and the Repayments both occurred less than two
years before UHCG's bankruptcy filing, and upon information and
belief, may have had a deleterious effect on the financial health
of both the Debtors and their subsidiaries.  Accordingly, the
obligations and transfers associated with the Repurchase and
Repayments may be avoidable under Section 548 of the Bankruptcy
Code, and the transfers associated with the Repurchase and
Repayments may be recoverable for the benefit of the estate under
Section 550 of the Bankruptcy Code.

About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.

Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.

About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


UPPER VALLEY: Committee & U.S. Trustee Object to Plan Outline
-------------------------------------------------------------
In separate court filings, the Official Committee of Unsecured
Creditors and the U.S. Trustee made their responses to the
Bankruptcy Court of Upper Valley Commercial Corporation's
Disclosure Statement dated Feb. 21, 2014.

As a general matter, the Committee says it presently supports a
reorganization led by current management and does not support the
appointment of a trustee or examiner or the conversion of the case
to Chapter 7.

The Committee suggests additional disclosure that would be helpful
to creditors like:

   -- basis for the classification of creditors;

   -- basis for allowing Class 4 Claimant New Hampshire to vote;

   -- details on any known "bad debts" or anticipated collection
      challenges among the accounts receivable;

   -- nature and extent of known Chapter 5 claims; and

   -- disclosure on any intention to sell real estate.

The Committee also supports a minor modification of the current
plan structure to provide some independent oversight of Debtor's
reorganization efforts, through a mechanism for the review of
collections and distributions and regular reporting  to
the Court, the Committee and other parties-in-interest.  The
Committee suggests such oversight could be provided at modest cost
by an independent accountant appointed under the plan and given a
budget and a clear and limited set of tasks.  "This process would
provide greater accountability and address potential concerns
about conflict of interest without compromising the ability of
management to collect accounts or adding the costs of a trustee,"
says the Committee.

On the other hand, William K. Harrington, United States Trustee,
has several complains of the Disclosure Statement.  Among other
things, he cites that the Plan Outline:

   -- does not detail the Debtor's income and expenses for the
      life of the Plan;

   -- the liquidation analysis and discussion of the best interest
      of creditors test are inadequate;

   -- does not contain any description of the Debtor's assets;

   -- does not contain any meaningful discussion of the potential
      preference claims against the insiders of the Debtor or any
      potential avoidance actions;

   -- fails to address other transfers made by the Debtor which
      could potentially give rise to avoidance actions;

   -- does not sufficiently detail feasibility and risks to
      creditors under the Plan; and

   -- does not provide sufficient information on insider claims
      and insider leases the Debtor intends to assume.

The U.S. Trustee argues that the Debtor must demonstrate that the
Plan has been proposed in good faith.

The U.S. Trustee is against approval of the Disclosure Statement.

As previously reported by The Troubled Company Reporter, the
Bankruptcy Court will convene a continued hearing on the
Disclosure Statement on May 27.

The Creditors Committee is represented by:

          BERNSTEIN SHUR SAWYER & NELSON, P.A.
          Jennifer Rood, Esq.
          670 N. Commercial St., Ste. 108
          P.O. Box 1120
          Manchester, NH 03105-1120
          Email: jrood@bssn.com

The U.S. Trustee is represented by:

          Ann Marie Dirsa, Esq.
          Office of the U.S. Trustee
          1000 Elm Street, Suite 05
          Manchester, NH 03101
          Tel No: (603) 666-7908

           About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

William K. Harrington, the U.S. Trustee, on Feb. 24 appointed
three members to the official committee of unsecured creditors.
Bernstein, Shur, Sawyer & Nelson, P.A., serves as its counsel.


UPPER VALLEY: Objects to Chapter 7 Conversion, Panel Also Reacts
----------------------------------------------------------------
Upper Valley Commercial Corporation asserts that the U.S. Trustee
has failed to allege facts sufficient to warrant the extreme
remedy of converting its case into a Chapter 7 proceeding.

As previously reported by The Troubled Company Reporter, the U.S.
Trustee has sought an order on the conversion of the Debtor's case
into a Chapter 7 proceeding or in the alternative, appointing a
Chapter 11 trustee.

The Debtor contends that on the allegation of mismanagement as it
lost its securities license in 1982, one may surmise that a single
mistake by the Debtor that occurred more than 32 years before its
Chapter 11 filing is not sufficient grounds for the Chapter 7
trustee appointment.

The Debtor adds that because the transactions on which the Trustee
complains were simply the Debtor's ordinary course of business,
the motion should be denied.

The Debtor further notes that because it has filed a confirmable
plan that appears to have the support of crediors and the
Creditors Committee alike, the Trustee's motion should be denied.

The Official Committee of Unsecured Creditors, for its part,
agrees with the Debtors that the U.S. Trustee failed to articulate
"cause" either on the Chapter 7 conversion or the Chapter 11
trustee appointment.

The Committee believes the relationships and community ties
between David Patten/Ms. Brown and account receivable debtors may
create a sense of common purpose which will be crucial to
facilitating loan refinances and the prompt repayment of debt at
minimal discounts.

The Committee adds that the Debtor has filed a Chapter 11 plan
which includes the voluntary subordination of several large
insider creditor claims, including the claim of large insider
creditor claims, including the claim of David Patten, scheduled in
the amount of $2,955,000.  The subordination of these claims, the
Committee notes, greatly reduces the risk of loss to general
unsecured creditors, even assuming the accounts receivable cannot
be collected in full.  While probably important to keeping peace
with the State of New Hampshire, such such subordination is not
required by the Bankruptcy Code, absent a detailed factual record
and litigation under 11 U.S.C. Section 510, the Committee says.

If a trustee was appointed, the Committee cites, the holders of
large insider claims might not agree to subordinate --
potentially resulting in costly and risky litigation and a reduced
distribution to general unsecured creditors.

Finally, to the extent the Committee has heard from creditors, the
overwhelming majority of them prefer to leave Messrs. Fadden and
Patten and Ms. Brown in place rather than appoint a trustee and to
keep the case in Chapter 11 rather than convert it to Chapter 7.

Accordingly, the Committee asks the Court to deny the U.S.
Trustee's motion in all respects.

The hearing on the Chapter 7 conversion motion has been continued
to May 27.

Jennifer Rood, Esq. -- jrood@bssn.com -- of BERNSTEIN SHUR SAWYER
& NELSON, P.A. at 670 N. Commercial St., Ste. 108, P.O. Box 1120,
Manchester, NH 03105-1120, represents the Creditors Committee.

Ann Marie Dirsa, Esq., of the Office of the U.S. Trustee, at 1000
Elm Street, Suite 05, Manchester, NH 03101, with contact number
(603) 666-7908, represents the U.S. Trustee.

           About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

William K. Harrington, the U.S. Trustee, on Feb. 24 appointed
three members to the official committee of unsecured creditors.
Bernstein, Shur, Sawyer & Nelson, P.A., serves as its counsel.


URBAN LANDMARK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Urban Landmark Corporation
           dba Kent Valley Ice Centre
        6015 S 240th St.
        Kent, WA 98032

Case No.: 14-13458

Chapter 11 Petition Date: May 1, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Karen A. Overstreet

Debtor's Counsel: Martin E Snodgrass, Esq.
                  SNODGRASS & WARREN
                  3302 Oakes Ave
                  Everett, WA 98201
                  Tel: 425-783-0797
                  Email: mes@snodgrasslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lexi Doner, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb14-13458.pdf


U.S. STEEL: Fitch Affirms 'BB-' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed United States Steel Corporation's (U.S.
Steel; NYSE: X) Issuer Default Rating (IDR) and debt ratings at
'BB-'.

The Rating Outlook is Stable.

Key Rating Drivers:

The ratings reflect U.S. Steel's leading market positions in flat-
rolled and tubular steel in the U.S., together with its high
degree of control over its raw materials offset by the high fixed
costs of integrated steel producers.

U.S. Steel is the second largest North American flat-rolled steel
producer with capacity of 22 million tons; 2013 shipments were 15
million tons.  U.S. Steel is the largest integrated North American
tubular producer, with capacity of 2.8 million tons; 2013
shipments were 1.8 million tons. U.S. Steel also operates a five
million ton per year integrated steel operation in Kosice,
Slovakia.

U.S. Steel's production of iron ore pellets from its own
operations was 21.7 million tons and from its share of joint
ventures was 2.4 million tons in 2013, accounting for a
significant share of its needs.  In 2013, North American raw steel
produced was 18 million tons and, assuming 1.3 tons of iron ore
pellets are needed to produce 1 ton of raw steel, 23 million tons
of iron ore pellets were consumed.

The U.S. steel industry is challenged by low capacity utilization
(about 77% on average for 2013 and 76% on average year to date
2014).  Permanent closure at U.S. Steel's Hamilton's raw
steelmaking operations and at the former RG Steel LLC plants
should improve capacity utilization as should growth in
construction demand.  Fitch believes that margins are vulnerable
when capacity utilization is below 80% and that capacity
utilization could remain below 80% through 2014.

The domestic steel market has shown supply discipline, but global
overcapacity and lack of discipline elsewhere has limited pricing
power while bidding up raw material prices. Globally, increased
supply of iron ore and coking coal coupled with slower growth in
steel production has provided relief from raw materials
escalation.

Adequate Liquidity:

U.S. Steel generated operating EBITDA of $868 million and $278
million of free cash flow after capital expenditures of $451
million and dividends of $29 million for the latest 12 months
(LTM) ended March 31, 2014.  Also as of March 31, 2014, cash on
hand was $1.1 billion; total debt was $3.9 billion; the $875
million inventory facility maturing July 20, 2016 and the $625
million receivables facility maturing July 12, 2016 were undrawn;
the receivables facility was utilized for $52 million in letters
of credit at March 31, 2014.  The inventory facility has a
1.00:1.00 fixed-charge coverage ratio requirement only at such
times as availability under the facility is less than $87.5
million.

Total Liquidity of $2.7 billion at March 31, 2014 compares with
2014 guidance of capital expenditure at $620 million, cash pension
and other benefits at $525 million, and Fitch estimated net
financial costs at $250 million.

As of Dec. 31, 2013, defined benefit pension plans were
underfunded by $1.1 billion on a GAAP basis.  Pension and other
post-employment benefit costs were $451 million for 2013 and cash
payments were $473 million including the $140 million voluntary
contribution to the main U.S. defined benefit pension plan.  Costs
guidance for 2014 is $345 million and cash payments are expected
to be $525 million.  The company has voluntarily contributed $140
million per year to the main defined pension plan over each of the
past eight years.

Fitch expects EBITDA of at least $1 billion and free cash flow to
be positive for 2014.

Fitch expects leverage to drop below 4x through 2014 with
scheduled debt repayment and cost improvements.  Near-term
scheduled maturities of debt are $323 million in 2014; $189
million in 2015; $45 million in 2016; $500 million in 2017; and
$503 million in 2018.  The 2014 maturity is a convertible issue
with an initial conversion price of $31.875 per share.  Management
stated its intention to repay the convertible notes when they come
due in May 2014. Total debt/operating EBITDA pro forma for the May
repayment would be 4.2x at March 31, 2014.

The Stable Outlook reflects Fitch's view that U.S. Steel's
liquidity is sufficient to support operations should the recovery
in steel demand remain weak over the next 12-18 months.

Rating Sensitivities:

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Deterioration in liquidity coupled with cash burn greater than
   $300 million;

-- Weaker than expected operating results resulting in Total
   Debt/EBITDA sustainably above 4.5x;

-- A debt-financed recapitalization or debt-financed acquisition.

Fitch views these events as unlikely.

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Sustained positive free cash flow generation and debt
   repayment.

Fitch affirms U.S. Steel's ratings as follows:

-- Long-term IDR at 'BB-';
-- Senior secured credit facility at 'BB';
-- Senior unsecured notes at 'BB-'.


USEC INC: DOE To Take Over Bankrupt Co.'s Uranium Enrichment Plant
------------------------------------------------------------------
Law360 reported that the U.S. Department of Energy will take over
management of a uranium enrichment project in Piketon, Ohio from
USEC Inc., a privatized, formerly federal company that filed for
Chapter 11 bankruptcy in March, according to Energy Secretary
Ernest Moniz.

According to the report, Moniz told a congressional subcommittee
that the government needs to protect the technology and keep the
American Centrifuge Project moving as USEC restructures its debt
and operations. The company has attributed its difficulties to the
plummet in demand for uranium after the Fukushima disaster,
commodity prices and changes to the scope of the centrifuge
project.

USEC has struggled financially in the past few years as its
previously deployed enrichment tech has grown outdated and it
stopped work at its existing Paducah Gaseous Diffusion plant in
Kentucky in May 2013, Law360 related, citing company press
releases. Federal funding for the latest round of development at
the Piketon plant runs out April 15.

The Piketon, Ohio-based American Centrifuge Plant was supposed to
deploy an advanced, high-efficiency uranium enrichment technology
that has been in development for more than 10 years, the report
further related.  If proven on a commercial scale, the project
could accommodate about a third of the fuel requirements for the
U.S. nuclear fleet, according to USEC.

The DOE gave the project $280 million in funding in June 2012,
which drew criticism from some of the project?s opponents and
brought two lawmakers from opposite sides of the aisle into rare
agreement on the often-polarizing issue of federal funding for
nontraditional energy projects, the report said.  Nonetheless,
many lawmakers support the project for reasons of national
security and energy.

                            About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

Latham & Watkins LLP acts as the Debtor's general counsel.
Richards, Layton and Finger, P.A., serves as the Debtor's Delaware
counsel.  Vinson & Elkins is the Debtor's special counsel.  Lazard
Freres & Co. LLC acts as the Debtor's investment banker.  AP
Services, LLC, provides management services to the Debtor.  Logan
& Company Inc. serves as the Debtor's claims and noticing agent.
Deloitte Tax LLP are the Debtor's tax professionals.  The Debtor's
independent auditor is PricewaterhouseCoopers LLP.  KPMG LLP
provides fresh start accounting services to the Debtors.


UTSTARCOM HOLDINGS: DASAN Networks Holds 5% Equity Stake
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, DASAN Networks, Inc., disclosed that as of April 2,
2014, it beneficially owned 1,983,500 shares of common stock of
UTStarcom Holdings Corp representing 5 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/9R0lRe

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings reported a net loss of $22.73 million on
$164.43 million of net sales for the year ended Dec. 31, 2013, as
compared with a net loss of $35.57 million on $186.72 million of
net sales for the year ended Dec. 31, 2012.  As of Dec. 31, 2013,
the Company had $366.96 million in total assets, $216.58 million
in total liabilities and $150.38 million in total equity.

"We have a history of operating losses and may not have sufficient
liquidity to execute our business plan or to continue our
operations without obtaining additional funding or selling
additional securities.  We may not be able to obtain additional
funding under commercially reasonable terms or issue additional
securities," the Company said in the Annual Report for the year
ended Dec. 31, 2013.


VAIL LAKE: Court Okays 2nd Stipulation on Cash Collateral Use
-------------------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California approved a second stipulation
granting Vail Lake Rancho California LLC and its debtor-affiliates
authority to continue using cash collateral, on an interim basis,
and to grant adequate protection.

Secured creditors Cambridge Financial of California LLC, Beresford
Development LLC, and XD Conejo Notes LLC are counterparties to the
Stipulation.

The Stipulation provides for the sale of Parcel F, owned by the
Debtors.  That sale would be conducted on a parallel track with
the sale of the Debtors' Parcel E, with the sale of Parcel F to be
immediately held after, and in no event later than five days after
the sale of Parcel F.  The holder of the claim evidenced by
Cambridge VLRC Claim no. 23 will be the stalking horse bidder for
Parcel F.

Cambridge and Beresford are represented by:

     Michael Gerard Fletcher, Esq.
     FRANDZEL ROBINS BLOOM & CSATO L.C.
     6500 Wilshire Blvd., 17th Floor
     Los Angeles, CA  90048
     (323) 852-1000, 347
     E-mail: mfletcher@frandzel.com

XD Conejo Notes is represented by:

     Gregory M. Salvato, Esq.
     THE SALVATO LAW OFFICES
     355 South Grand Avenue, Suite 2450
     Los Angeles, CA 90071
     Tel: 213-484-8400
     Fax: 213-943-1301
     Web site: http://www.salvatolawoffices.com

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer. Lee &
Associates Commercial Real Estate Services is the real estate
brokers of the Debtors.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


W&T OFFSHORE: S&P Lowers Unsecured Debt Rating to 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating on W&T Offshore Inc.'s unsecured debt to 'B-' from 'B'.
The 'B' corporate credit rating remains unchanged.  The outlook is
stable.

S&P also revised the recovery rating on the unsecured debt to '5'
from '4'.  The '5' recovery rating reflects S&P's expectation of
modest (10% to 30%) recovery in the event of a payment default.

The rating actions reflect the company's lower PV-10 value based
on S&P's distressed price deck at year-end 2013.

"The stable outlook reflects our expectation that the company will
maintain a relatively conservative capital structure and adequate
liquidity.  In particular, we expect the company's FFO to debt to
be in the 30% to 35% range and debt to EBITDA to be in the 2x to
2.5x range," said Standard & Poor's credit analyst Stephen
Scovotti.

S&P would consider an upgrade if the company improves FFO to debt
to greater than 45% while improving its diversity outside the Gulf
of Mexico and increasing reserve life and organic reserve
replacement.

S&P could lower the rating if FFO to debt fell to below 20% on a
sustained basis, with no near-term remedy.  This scenario could
occur if the company takes on additional debt to make a sizable
acquisition, production is weaker than S&P's current operating
expectation for several quarters, or crude oil prices weaken
meaningfully.


WESTERN FUNDING: Court OKs Sale of Las Vegas Property for $1.3MM
----------------------------------------------------------------
Judge Laurel E. Davis of the U.S. Bankruptcy Court for the
District of Nevada approved a renewed motion by Western Funding
Incorporated and its debtor affiliates to sell their real property
located in Las Vegas, free and clear of all liens, claims and
encumbrances to MCA Realty, Inc.   All objections to the Sale that
have not been withdrawn, waived or settled, or not otherwise
resolved were denied and overruled on the merits with prejudice.

Consistent with the terms of the purchase agreement, the Court
authorized the Debtors to pay the purchaser its expense
reimbursement received from the proceeds of the sale and directly
from escrow.  The Debtors sold the Las Vegas Property for $1.3
million along with reimbursement not to exceed 3% of the Purchase
Price or $39,000.

The Debtors decided to sell the Real Property to enhance their
level of liquidity, reduce the amount of post-petition
obligations, and to maximize the amount of proceeds to their
bankruptcy estates.

Mark Finston and James B. Hadden, and Class B Members of Harbor
Structured Finance, Inc., the sole shareholder of the Debtor,
objected to the sale.  The objectors are represented by:

   Richard F. Holley, Esq.
   Ogonna M. Atamoh, Esq.
   COTTON, DRIGGS, WALCH, HOLLEY, WOLOSON & THOMSPON
   400 South Fourth Street, Third Floor
   Las Vegas, Nevada 89101
   Tel: 702/791-0308
   Fax: 702/791-1912
   E-mail: rholley@nevadafirm.com
           oatamoh@nevadafirm.com

The B Members insisted that the Debtors should not bear the cost
of reimbursing the Buyer in a straightforward real estate
transaction sold below market.

The Debtors defended the reimbursement provision, asserting that
the B Members' argument fails because (i) this is not a straight
forward real estate transaction, and (ii) the property is not
being sold below market value.

"The B Parties argue that the sale is for several hundred thousand
dollars less than the appraised value.  Although this is true, the
ultimate true measure of value for a piece of real property is
what it can actually fetch at sale, not necessarily what an
appraisal may state," the Debtors argued.

The Debtors added that expense reimbursements are a common tool
used to incentivize prospective bidders in bankruptcy to "come off
the sidelines" and serve as a lead or stalking horse bidder to get
a sale process underway.  The Debtors maintained that if the
expense reimbursement is not approved, the proposed sale
transaction will be lost.

                     About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

In its schedules, Western Funding disclosed $48,513,558 in total
assets and $44,443,913 in total liabilities.

Western Funding is jointly administered with Western Funding Inc.
of Nevada, and Global Track GPS, LLC.  Western Funding Inc.'s case
is the lead case.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.

The TCR reported on Feb. 21, 2014, that the Court authorized the
Debtors to change their corporate names and modify the case
caption.  In accordance with the order dated Jan. 6, 2014,
authorizing the sale of substantially all of the Debtors'
operating assets, the Debtors' name will be changed to:

    Western Funding Incorporated          WFI Debtor
    Western Funding Inc. of Nevada        WFN Debtor
    Global Track GPS, LLC                 GT Debtor


WESTERN FUNDING: Plan of Liquidation Declared Effective
-------------------------------------------------------
The first amended joint plan of liquidation, as modified, of
Western Funding Incorporated and its debtor affiliates became
effective April 15, 2014.

The Bankruptcy Court in Nevada entered an order on March 31, 2014,
confirming the Plan of Liquidation, as modified.  The Court found
that the Disclosure Statement accompanying the Plan contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.  All objections to confirmation of the Plan were
resolved or overruled.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a plan
Chapter 11 plan that contemplates the transfer of equity interests
to Carfinco Financial Group, Inc., absent higher and better offers
at a court-sanctioned auction.  In an order dated Jan. 6, 2014,
the Court authorized the sale of substantially all of the Debtors'
operating assets.

A copy of the Plan Confirmation Order is available for free at:

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

As reported by the Troubled Company Reporter on Jan. 6, 2014, the
Debtors filed the liquidation plan based on the sale of their
primary business to Westlake Services LLC.  The plan creates a
liquidation trust for the benefit of unsecured creditors and
spells out how the company would be dissolved.  Under the plan,
the trust can pursue lawsuits with any proceeds earmarked for
unsecured creditors.

All conditions precedent to the effectiveness of the Plan have
been satisfied or waived, and thus the Plan was declared effective
April 15 for all purposes.

The deadline for any creditor or party-in-interest to file a
request for allowance of any administrative claim or professional
fee claim is May 15, 2014.

                      Customer Accounts Sold

In April, Western Funding and its affiliates sought the Court's
permission to sell 9,415 customer loan accounts with a total
current account balance of $45,807,459 to Autovest, LLC, or such
higher or better offer, for a purchase price of $803,779.  The
Accounts were to be sold free and clear of all pledges, liens,
security interests, encumbrances, claims, charges, options and
interests pursuant to Section 363 of the Bankruptcy Code.

                 Trustee Gains Control of Bank Accounts

As part of the Debtors' liquidating plan, an irrevocable
liquidating trust has been established (the WFI Liquidating Trust)
and Brian Shapiro is its trustee.  The confirmed plan provides
that "all right, title, and interest in the Reserves and other
assets of the Debtors shall be deemed vested in and transferred to
the Liquidating Trust."

The Bankruptcy Court has directed the financial institutions to
transfer control of the Debtors' bank accounts to Mr. Shapiro.

All banks and other financial institutions maintaining a bank
account or other financial accounts held in the name of Western
Funding Incorporated, Western Funding Inc. of Nevada or Global
Track GPS, LLC, whether open or closed, including, but not limited
to (i) the nine accounts listed on the September 2013 Monthly
Operating Report for Western Funding Incorporated (Citibank
account ending 5800; Citibank 7324, Wells Fargo 3160, Wells Fargo
3149, BMO Harris 375-7, BMO Harris 388-0, BMO Harris 91-4, BMO
Harris 378-1, and BMO Harris 385-6); and (ii) any post-petition
account opened by any of the Debtors, including the Wells Fargo
account which is holding the proceeds of a recent sale of real
property, were directed:

         a. to add the Trustee of the WFI Liquidating Trust as
            a signatory to all those  accounts;

         b. to give Mr. Shapiro the power and authority to
            add and remove other signatories from all those
            accounts; and

         c. to grant Mr. Shapiro full online/internet access
            to the account and its records with respect to all
            those accounts.

                     About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

In its schedules, Western Funding disclosed $48,513,558 in total
assets and $44,443,913 in total liabilities.

Western Funding is jointly administered with Western Funding Inc.
of Nevada, and Global Track GPS, LLC.  Western Funding Inc.'s case
is the lead case.

The TCR reported on Feb. 21, 2014, that the Court authorized the
Debtors to change their corporate names and modify the case
caption, in view of the sale of substantially all of their
operating assets:

    Western Funding Incorporated          WFI Debtor
    Western Funding Inc. of Nevada        WFN Debtor
    Global Track GPS, LLC                 GT Debtor


WESTMORELAND COAL: Incurs $19.3 Million Net Loss in First Quarter
-----------------------------------------------------------------
Westmoreland Coal Company reported a net loss applicable to common
shareholders of $19.29 million on $180.20 million of revenues for
the three months ended March 31, 2014, as compared with a net loss
applicable to common shareholders of $2.72 million on $161.44
million of revenues for the same period in 2013.

Revenues increased primarily due to new customer sales and fewer
customer and ROVA outages.  Net loss increased due to
approximately $18.1 million of additional interest, currency
losses and transaction fees related to the Sherritt acquisition.

"The first quarter's results were in line with our expectations,"
said Keith E. Alessi, Westmoreland's CEO.  "The 2014 first quarter
reflects the newly restructured ROVA power agreement and does not
include any benefit of the Indian Coal Tax Credit.  The tax credit
expired on December 31, 2013 and has not yet been renewed,
although it has been included in pending legislation."
"Our quarterly results are often materially impacted by the timing
of customer maintenance outages.  The first quarter of 2014
benefited in comparison to the prior year from the fact that there
were two outages during the 2013 quarter.  The second quarter of
2014 is expected to have two scheduled outages versus none in
2013.  The 2014 pattern is consistent with our historical
experience, with 2014 second quarter results expected to be lower
than 2013 and quarters three and four to be higher, leaving us
within our previously announced U.S. business guidance range."

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

                        http://is.gd/VCl5oq

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million on $674.68 million of revenues for
the year ended Dec. 31, 2013, as compared with a net loss
applicable to common shareholders of $8.58 million on $600.43
million of revenues during the prior year.  The Company incurred a
net loss applicable to common shareholders of $34.46 million in
2011.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


XTREME POWER: Court Copies New Mexico Case by Reopening Sale
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Xtreme Power Inc., a provider of grid-scale power
control technology, could provide the second instance of a
bankruptcy judge reopening an auction seemingly completed under
previously approved sale procedures.

Mr. Rochelle recalled that U.S. Bankruptcy Judge David T. Thuma in
Albuquerque, New Mexico, in March reopened an auction of Sunland
Inc.'s peanut butter factory when a new bidder showed up after the
original sale, allowing the estate to realize an additional $6
million.  Mr. Rochelle said the same happed in the courtroom of
U.S. Bankruptcy Judge H. Christopher Mott in Austin, Texas, when
he allowed Younicos Inc. to bid -- and subsequently purchase --
Xtreme's assets after the company has declared that Shared
Investments VI Inc. was the successful bidder with a $12 million
high bid.

Shared Investments' bid consisted of $5 million in cash, another
$2 million in cash by Sept. 30, and a $5 million note, while
Younicos' bid was $14 million, all in cash, Mr. Rochelle said.

Younicos, on April 14, disclosed that it acquired Xtreme Power's
assets with a winning bid in a chapter 11 auction supervised by
the US District Bankruptcy Court of West Texas.  Mr. Rochelle
noted that Xtreme Power got an extra $2 million for its assets
from the Younicos bid.

The case presented some "interesting issues of law," Peter Kaufman
of Gordian Group, the company's investment adviser, told Mr.
Rochelle in an e-mail

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtors have tapped Jordan Hyden Womble & Culbreth
& Holzer, P.C., as bankruptcy attorneys, Baker Botts L.L.P. as
special counsel, and Gordian Group, LLC, as investment banker and
financial advisor.

The Official Committee of Unsecured Creditors has retained
Hohmann, Taube & Summers, L.L.P. as counsel, and Baker Botts
L.L.P. as special counsel.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.


YSC INC: Can Sell Wa. Comfort Inn, Objections Addressed
-------------------------------------------------------
YSC Inc. sought and obtained permission from Bankruptcy Judge Marc
Barrera to sell a personal property located at 31622 Pacific Hwy
S., Federal Way, WA 98003, commonly known as Comfort Inn, free and
clear of all liens and encumbrances to Sandhu NW Hospitality, LLC,
pursuant to a sale agreement, as amended.

The earnest money deposit of $50,000 will be converted to cash and
the cash deposited into escrow without delay.

The closing of the sale is expected to be on or before May 10,
2014, but may be extended by agreement of the parties and Whidbey
Island Bank to a mutually agreed time after that.

If the Buyer does not obtain financing from Sterling Bank or other
lender, and the failure to obtain financing is based on the
appraisal of the property, the Bank will release a copy of the
appraisal to the Debtor and to Whidbey Island Bank.

The resulting U.S. Trustee statutory quarterly fee on the
transaction, which will amount to an estimated $975, will be paid
at closing; and for the real and personal property sold to the
Buyer, the taxes will be paid at closing, but otherwise subject to
King County's liens for any real and personal property taxes that
are not paid at closing.

Before the Court entered its ruling, Whidbey Island Bank sought a
number of clarifications to be made in the sale agreement, which
include the conversion of the earnest money in the sale.  Those
concerns have been addressed in the ruling.

Secured creditor King County, Washington, also filed a conditional
objection on the Sale Motion.   To the extent the Buyer will be
responsible for any portion of the 2014 real and personal property
and elects to pay the second half taxes in due course, King County
requested that the Sale Order provide that the real and personal
property taxes be paid in full at closing or that King County
retain its tax lien for any real property taxes that will be the
responsibility of the Buyer.  The Debtor also addressed the
County's concern before the ruling came out.

The Debtor is represented by:

         Emily Jarvis, Esq.
         Wells and Jarvis, P.S.
         500 Union Street, Ste 502
         Seattle, WA 98101

Whidbey Island Bank is represented by:

         R. Scott Hutchison, Esq.
         Hutchison & Foster
         4300-198th Street SW
         P.O. Box 69
         Lynnwood, Washington
         Tel No: (425) 776-2147
         Fax No: (425) 776-2140

King County is represented by Margaret Phal, Esq.

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


* Texas Homestead Exemption Evaporates After Six Months
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Texas has the country's most generous
homestead exemption, a home's value can be lost in bankruptcy if
the house is sold and proceeds aren't reinvested in a new home
within six months.

According to the report, in March the U.S. Court of Appeals in New
Orleans interpreted the Texas exemption statute, which protects
the entire value of a homestead.  Frost involved a situation where
the bankrupts sold the exempt home and didn't reinvest the
proceeds in another home.  The appeals court in Frost pointed to
the Texas statute which says that proceeds lose their exempt
status if not reinvested in another home within six months, the
report related.

U.S. District Judge Reed O'Connor in Fort Worth, Texas, applied
Frost to a Chapter 13 case, Bloomberg further related.  A couple
confirmed a plan under which their entire homestead was exempted
from the calculation determining how much they would pay
creditors. Two years later, they got bankruptcy court permission
to sell their home.

Although they didn't reinvest the sale proceeds in a new home
within six months, they tried to modify the plan by allowing them
to retain the money, Bloomberg said.  The bankruptcy court denied
the amendment, saying it didn't satisfy the best interests of
creditors test under Section 1325(a)(4) of the Bankruptcy Code.
Judge O'Connor upheld the bankruptcy court for the same reason.

The Frost case is Viegelahn v. Frost (In re Frost), 12-50811, U.S.
Court of Appeals for the Fifth Circuit (New Orleans).

The district court case is Garcia v. Bassel, 13-cv-958, U.S.
District Court, Northern District of Texas (Fort Worth).


* Bank of America in Settlement Talks over Credit Card Practices
----------------------------------------------------------------
Alan Zibel, Robin Sidel and Christina Rexrode, writing for The
Wall Street Journal, reported that Bank of America Corp. is in
discussions to pay more than $800 million to settle allegations it
pushed customers into signing up for extra credit-card products,
according to people familiar with the talks.

The Journal related that the agreement with the Consumer Financial
Protection Bureau, which could be announced in coming days, would
mark the largest federal settlement with a credit-card provider
over so-called add-on products. It would be the agency's fifth
such agreement with a credit-card provider over products such as
identity-theft protection and debt cancellation in the event of a
job loss.

A significant chunk of the money is expected to go back to
customers, according to the Journal.

The settlement would be the latest in a string of agreements Bank
of America has reached to resolve regulatory probes into past
practices, the Journal pointed out.  The Charlotte, N.C., lender
agreed to pay $9.5 billion to settle mortgage claims with Fannie
Mae, Freddie Mac and their federal regulator, and another $15
million to the state of New York to end a civil lawsuit by New
York state Attorney General Eric Schneiderman related to the
bank's purchase of Merrill Lynch & Co. during the financial
crisis. The bank neither admitted nor denied wrongdoing in both
settlements. In early 2013, the bank agreed to pay $11.6 billion
to end a long-running dispute with Fannie Mae.


* Bitcoin's Boosters Struggle to Shore Up Confidence
----------------------------------------------------
Robin Sidel, Michael J. Casey and Christopher M. Matthews, writing
for The Wall Street Journal, reported that as the price of bitcoin
continues to fall, and as the bad headlines continue to mount, the
Bitcoin Foundation is increasingly finding itself in the tough
position of defending the controversial cryptocurrency.

According to the report, Patrick Murck, general counsel of the
Bitcoin Foundation, a trade group that promotes bitcoin, received
a subpoena from federal prosecutors who wanted to know all about
Mt. Gox, the trading exchange that collapsed after announcing it
lost roughly $500 million of bitcoins, mostly owed to customers.
When Mr. Murck walked into a small, drab conference room at the
U.S. attorney's office in Manhattan, the room also was filled with
representatives from the Federal Bureau of Investigation, Internal
Revenue Service and Treasury Department's Financial Crimes
Enforcement Network.

Investigators peppered him with questions for two hours, the
Journal said, citing people familiar with the meeting. The
startled Mr. Murck, flanked by his two lawyers, said he was just
as baffled as anyone by the mystery of the missing bitcoins,
according to people familiar with the meeting.

Bitcoin boosters like Mr. Murck used to spend most of their time
explaining, extolling and evangelizing about the electronic-only
currency, created on computers and traded between people who store
their bitcoins in digital wallets, the report said.  Those efforts
helped attract venture-capital investors, soothe regulators and
lawmakers, and ignite a rocket-ship liftoff in the value of
bitcoins.


* NY Regional Health Care Companies Cite Obamacare in Big Losses
----------------------------------------------------------------
Claire Hughes, writing for Times Union, reported that two Capital
Region health insurers lost tens of millions of dollars last year
and blamed their poor performances to costs linked to the
Affordable Care Act and other new regulations.

According to the report, Albany-based Capital District Physicians'
Health Plan lost $43.9 million. MVP Health Care of Schenectady
lost $13.6 million.

A third, HealthNow of Buffalo, parent of Latham-based Blue Shield
of Northeastern New York, earned $32 million in 2013, a
significant increase despite implementation of the federal health
law known as Obamacare, the report related.  The company credited
sound management practices for its success.

CDPHP lost $43.9 million on revenues of $2 billion last year,
despite a 9 percent increase in members, the report further
related.

"The health insurance industry is experiencing tremendous change,"
the report said, citing CDPHP President and CEO John D. Bennett.
"We anticipated losses in 2013 due to new taxes and fees, and the
costs to implement new programs and regulatory requirements."


* High-Yield Debt Deals Set to Break Records
--------------------------------------------
Jonathan Schwarzberg, writing for The Deal, reported that last
week, Numericable SA and controlling shareholder Altice SA
combined to issue approximately $16.7 billion in high-yield debt
to help pay for the ?17 billion ($23.3 billion) acquisition of
French company Vivendi SA's wireless unit, Societe Francaise de
Radiotelephone SA, or SFR.

The multipart, multicurrency deal set the record for the largest
high-yield deal ever, as well as the biggest single Eurobond
offering, the Deal noted.  But as soon as barriers are broken,
it's on to the next record, with dealmakers saying investor
appetite is there to support mergers and acquisitions with ever
larger high-yield deals.

On the investment grade side, Verizon Inc.'s eight-part $49
billion bond deal in September to help pay for its $130 billion
acquisition of Vodafone Group plc's stake in Verizon Wireless
already had demonstrated that big debt deals could get done, the
report said.

"It's almost easier for a company to obtain capital by issuing
corporate debt than it is for the average person to refinance a
house right now," the Deal said, citing Ronald Sarubbi, Esq. --
RSarubbi@perkinscoie.com -- a partner at Perkins Coie LLP.

Volume from deals of greater than $10 billion are at the highest
level since 2007, the Deal said, citing Dealogic. So far this
year, $505.6 billion of volume can be attributed to 19 of these
deals. Last year at this time, volume for deals greater than $10
billion was at just $182.1 billion on seven deals.


* The Deal Announces Bankruptcy League Q1 Rankings
--------------------------------------------------
The Deal, TheStreet's institutional business, on May 1 announced
the results of their quarterly rankings of the top firms and
professionals involved in active bankruptcy cases for the first
quarter of 2014.

"Pre-planned bankruptcies have gradually become the rule rather
than the exception. In recent years we have seen them occur in
more jurisdictions and applied on increasingly complex cases,
including some of the notable filings in the first quarter,"
reported Anders Melin, Senior Editorial Research Coordinate at The
Deal.  "Experts attribute this to the fact that creditors involved
in cases have become more sophisticated about the strategy and
have a better understanding of the likely fallout of lengthy
proceedings."

League Table highlights:

Top law firms were White & Case LLP with $1,044.2 billion in
liabilities, Saul Ewing LLP with $1,042.0 billion in liabilities,
Morgan, Lewis & Bockius LLP with $1041.4 billion in liabilities,
Vedder Price PC with $1037.3 billion in liabilities and Skadden,
Arps, Slate, Meagher & Flom LLP with $1,008.7 billion in
liabilities.

Amongst lawyers, Michael Schein (Vedder Price PC) held on to his
top ranking from Q2 through Q4 2013, followed by Richard Hahn
(Debevoise & Plimpton LLP), Douglas Rosner (Goulston & Storrs PC),
Andrew Gottfried (Morgan, Lewis & Bockius LLP), and Scott Davidson
(King & Spalding LLP).

For the investment banks, Blackstone Group LP held its lead from
Q3 and Q4 2013 with $705.0 billion in liabilities and 27 active
cases, followed by Miller Buckfire & Co. LLC with $626.0 billion
in liabilities, Houlihan Lokey Inc. with $59.5 billion in
liabilities, Jefferies LLC with $45.2 billion in liabilities, and
Moelis & Co. LLC with $37.8 billion in liabilities.

Top investment banker was Timothy Coleman (Blackstone Group LP)
maintaining his position from Q4, followed by Stuart Erickson
(Miller Buckfire & Co. LLC), Leon Szlezinger (Jefferies LLC),
Edward Casas (Solic Capital Advisors LLC) and Neil Luria (Solic
Capital Advisors LLC).

The full suite of rankings is available now on The Deal Pipeline,
the transaction information service powered by The Deal's newsroom
and the full report is also available online.

            About The Deal's Bankruptcy League Tables

The Deal's Bankruptcy League Tables are the industry's only league
tables focused solely on active bankruptcy cases.  The Bankruptcy
League Tables by volume involve only active U.S. bankruptcy cases
of debtors with assets of $10 million or more.  The rankings are
based on the aggregation of those asset values.  The table
reflects the number of active cases fitting that criteria and may
not characterize the total number of active cases.  Firms and
professionals only get one credit for each active case, not each
active assignment.  The Bankruptcy League Tables by number involve
global bankruptcy cases irrespective of debtor asset size.
Professionals receive credit for multiple assignments on one case.

                          About The Deal

The Deal -- http://www.thedeal.com-- is a business unit of
TheStreet and has been serving corporate dealmakers, advisers and
institutional investors the most sophisticated analysis of the
deal economy since 1999.  Its transaction information service, The
Deal Pipeline, is powered by a newsroom of senior journalists who
offer proprietary research and reporting across M&A, bankruptcies,
auctions and financings. It includes a breaking news service,
First Take; daily and weekly sector newsletters; The Daily Deal, a
2x daily report of the day's top stories; a research center with
over a decade's worth of intelligence and a database of over
100,000 deals; and an iPad app. Our marketing & media services
group produces the industry's leading forecasting event, The Deal
Economy, held annually in New York City in addition to industry
webcasts and integrated marketing programs.


* Goodwin Procter Expands Financial Restructuring Practice
----------------------------------------------------------
Goodwin Procter, a national Am Law 50 firm, on May 1 disclosed
that five attorneys have joined the firm from the former boutique
bankruptcy and restructuring law firm of Stutman, Treister &
Glatt.

Joining Goodwin as partners are Michael H. Goldstein and
William P. Weintraub; as counsel, Eamonn O'Hagan; and as
associates Gregory Fox and Kizzy L. Jarashow.

Mr. Goldstein, a Fellow of the American College of Bankruptcy,
will focus his practice on representing debtors, sponsors,
bondholders, creditors, committees and purchasers of distressed
assets.  His representations have spanned a variety of industries,
including chemicals, finance, health care, hospitality, high-tech
printing, municipal debt, real estate, retail and technology.
Recently, he has been actively involved in representing various
funds in connection with, among other credits, Jefferson County,
the City of Detroit, and Energy Future Holdings.

Mr. Weintraub, also a Fellow of the American College of
Bankruptcy, advises debtors and significant creditors in diverse
industries and in connection with bankruptcy, restructuring and
insolvency, and reorganization matters.  Recently, he has been
actively involved in complex fraudulent transfer analysis and
litigation in such matters as Tribune Corporation, Lyondell
Chemical Co., and Bernard L. Madoff Securities, Inc.

Mr. O'Hagan advises clients on all aspects of restructurings and
bankruptcy matters and has represented lenders, bondholders,
derivatives, counterparties and litigants in the Lehman Brothers
Holdings, Movie Gallery, and Tribune Corporation Chapter 11 cases.

?We are thrilled to welcome such an esteemed and accomplished
group of lawyers to Goodwin,? said Emanuel Grillo, chair of
Goodwin's Financial Restructuring Practice.  ?Their collective
experience and expertise will have a substantial impact on our
ability to provide the highest level of counsel to clients facing
bankruptcy and business restructuring matters.?

Mr. Fox and Ms. Jarashow advise both debtors and creditors in
bankruptcy, restructuring and reorganization matters, and
represent parties in bankruptcy-related litigations.

?The addition of these five talented lawyers builds on the
continued momentum of our expanding New York operation,? said
Al Solecki, head of Goodwin's New York office.  ?We look forward
to this group advising Goodwin clients around the country and
around the world.?

Goodwin's Financial Restructuring Practice engages in the
restructurings of highly leveraged and distressed businesses, real
estate assets and portfolios of assets for clients in the United
States and abroad.  The firm represents clients in formal court
proceedings, from litigating confirmation of contested plans to
representing debtors and creditors in valuation disputes as well
as negotiating the enforcement of creditor rights and claims,
debtor protections against creditors and the express terms of
financial restructurings.

                      About Goodwin Procter

Goodwin Procter LLP -- http://www.goodwinprocter.com-- is a
Global 100 law firm, with offices in Boston, Hong Kong, London,
Los Angeles, New York, San Francisco, Silicon Valley and
Washington, D.C. The firm provides corporate law and litigation
services, with a focus on matters involving real estate, REITs and
real estate capital markets; private equity; technology companies;
financial institutions; intellectual property; products liability
and mass torts; and securities litigation and white collar
defense.


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

  Company              Ticker   Coupon Bid Price  Maturity Date
  -------              ------   ------ ---------  -------------
Alion Science &
  Technology Corp      ALISCI    10.25        69       2/1/2015
Allen Systems
  Group Inc            ALLSYS     10.5     54.75     11/15/2016
Allen Systems
  Group Inc            ALLSYS     10.5     54.75     11/15/2016
Brookstone Co Inc      BKST         13    30.116     10/15/2014
Brookstone Co Inc      BKST         13     52.75     10/15/2014
Brookstone Co Inc      BKST         13        46     10/15/2014
Buffalo Thunder
  Development
  Authority            BUFLO     9.375    40.375     12/15/2014
Energy Conversion
  Devices Inc          ENER          3     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC      TXU       8.175      9.45      1/30/2037
Energy Future
  Holdings Corp        TXU        5.55      37.5     11/15/2014
FairPoint
  Communications
  Inc/Old              FRP      13.125         1       4/2/2018
Frontier
  Communications
  Corp                 FTR        8.25    100.14       5/1/2014
James River Coal Co    JRCC      7.875        12       4/1/2019
James River Coal Co    JRCC         10         7       6/1/2018
James River Coal Co    JRCC        4.5         5      12/1/2015
James River Coal Co    JRCC         10     10.75       6/1/2018
James River Coal Co    JRCC      3.125    12.749      3/15/2018
LBI Media Inc          LBIMED      8.5        30       8/1/2017
MF Global
  Holdings Ltd         MF         6.25        47       8/8/2016
MF Global
  Holdings Ltd         MF        1.875        50       2/1/2016
MModal Inc             MODL      10.75        24      8/15/2020
MModal Inc             MODL      10.75        26      8/15/2020
Momentive
  Performance
  Materials Inc        MOMENT     11.5      27.5      12/1/2016
Morgan Stanley         MS      4.57895    99.875       5/1/2014
Motors Liquidation Co  MTLQQ       7.2        11      1/15/2011
Motors Liquidation Co  MTLQQ     7.375        11      5/23/2048
Motors Liquidation Co  MTLQQ      6.75        11       5/1/2028
NII Capital Corp       NIHD         10      40.6      8/15/2016
OnCure Holdings Inc    RTSX      11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc        PLATEN    14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc        PLATEN    14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc        PLATEN    14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc        PLATEN    14.25     74.75       3/1/2015
Powerwave
  Technologies Inc     PWAV      1.875     0.125     11/15/2024
Powerwave
  Technologies Inc     PWAV      1.875     0.125     11/15/2024
Pulse Electronics
  Corp                 PULS          7        80     12/15/2014
Residential
  Capital LLC          RESCAP    6.875        32      6/30/2015
SLM Corp               SLMA      3.279    99.455       5/1/2014
Savient
  Pharmaceuticals
  Inc                  SVNT       4.75     0.375       2/1/2018
THQ Inc                THQI          5      43.5      8/15/2014
TMST Inc               THMR          8     17.75      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU          15      24.5       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU       10.25       6.2      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU       10.25      4.35      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU        10.5       6.5      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU          15    23.688       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU       10.25     5.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU        10.5      5.75      11/1/2016
USEC Inc               USU           3        26      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.375    57.544       8/1/2016
Western Express Inc    WSTEXP     12.5    71.375      4/15/2015
Western Express Inc    WSTEXP     12.5    71.375      4/15/2015



                             *********

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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***