TCR_Public/140506.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, May 6, 2014, Vol. 18, No. 124


                            Headlines

11850 DEL PUEBLO: Receiver's Final Accounting Report Filed
1250 OCEANSIDE: Has Deal on Lot and Golf Membership Transactions
1250 OCEANSIDE: Accord Resolving Gutsch Family Dispute Okayed
22ND CENTURY: Incurs $5.3 Million Net Loss in First Quarter
ACTIVECARE INC: Carter Quits From Board, Peterson Named Director

ADVANCEPIERRE FOODS: S&P Revises Outlook to Neg. & Affirms 'B' CCR
ALHAMBRA RESOURCES: ASC Issues Temporary MCTO After Filing Delay
ALITALIA SPA: Etihad Open To Talks, But Won't Budge On Demands
ALLIANCE ONE: S&P Reinstates 'BB-' Rating on $210.3MM Revolver
AMERICAN POWER: Extends Notes Maturity Dates to September 30

APOLLO MEDICAL: Delays Form 10-Q for Jan. 31 Quarter
ARTRA GROUP: Ill. Court Awards $202,000 Asbestos Trust
AUXILIUM PHARMACEUTICALS: S&P Lowers CCR to 'CCC'; Outlook Neg.
AVON PRODUCTS: Fitch Affirms 'BB' IDR & Removes From Watch Neg.
BADGER HOLDING: S&P Revises Outlook to Stable & Affirms 'B+' CCR

BANAH INT'L: Emerges From Bankruptcy After Court Approves Plan
BAY CLUB PARTNERS: June 20 Plan Outline Hearing
BAY CLUB PARTNERS: Cash Collateral Order Revised
BBTS BORROWER: S&P Affirms 'B-' Corp. Credit Rating
BERRY PLASTICS: Posts $12 Million Net Income in Second Quarter

BIG M: Authorized to Pay $53,372 in Utility Charges to ConEd
BOMBARDIER RECREATIONAL: Moody's Affirms B1 CFR; Outlook Positive
CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
CAESARS ENTERTAINMENT: Offering of 7 Million of Common Shares
CANADIAN ENERGY: S&P Affirms 'B' CCR; Outlook Stable

CCS MEDICAL: S&P Withdraws 'CCC' CCR at Company's Request
CD STORES: Carol's Daughter Founder Clarifies Bankruptcy Filing
CHAORI SOLAR: Creditor Seeks Bankruptcy Steps for Firm
CHINA CERAMICS: Delays Filing of Fiscal 2013 Annual Report
CIT GROUP: 1Q Results at CEO John Thain's Firm Come Up Short

CITGO PETROLEUM: Fitch Affirms 'BB-' IDR & Revises Outlook to Neg.
CITRUS MEMORIAL: Fitch Lowers Rating on $37.4 Million Bonds to 'C'
CLEAREDGE POWER: Files Chapter 11 After Closing Doors in April
COINFLOOR: London's Bitcoin Exchange Hopes to Avoid Mt. Gox Fate
CONSTAR INT'L: Has Until July 17 to Remove Prepetition Actions

CP HALL: Excess Insurer Can't Intervene in Chapter 7
DETROIT, MI: Judge Rhodes Approves Disclosure Statement
DETROIT, MI: Reaches Pension Agreement with Retired City Employees
DETROIT, MI: May End Bankruptcy By October, Court Told
DIOCESE OF HELENA: Court Okays Hiring of NAI Crowley as Realtor

DIOCESE OF HELENA: Court Denies Hiring of H&R Realty
DIOCESE OF HELENA: Motion for Stay Relief Denied as Moot
DISTRIBUTION FINANCIAL: Fitch Affirms 'BB' Rating on Class C Notes
DOLAN COMPANY: Plan Hearing Moved to May 27
DORAL FINANCIAL: Moody's Lowers Senior Unsecured Debt Rating to C

DOT RESOURCES: ASC Issues Temporary MCTO After Filing Delay
DPL INC: S&P Affirms 'BB' Corporate Credit Rating; Outlook Stable
EASY LIFE FURNITURE: Files for Chapter 11; To Liquidate Business
EDUCATION MANAGEMENT: Moody's Cuts Corp. Family Rating to 'Caa3'
ENERGETIC INC: Court Dismisses Involuntary Bankruptcy Petition

ENERGY FUTURE: Final DIP Hearing Scheduled for June 5
ENERGY FUTURE: Obtains Court Approval of First Day Motions
ENERGY FUTURE: Ch. 11 Venue Likely to Remain in Delaware
ENERGY FUTURE: Court Issues Interim Joint Administration Order
ENERGY FUTURE: Meeting to Form Creditors' Committee on May 12

ENERGY FUTURE: Could Fetch $25BB for Luminant, TXU and Oncor
ENERGY FUTURE: S&P Lowers CCR to 'D' on Bankruptcy Filing
ENERGY FUTURE: Lasry's Credit Cabal Gets Top Gem
ENOVA SYSTEMS: Incurs $2.9 Million Net Loss in 2013
ERA GROUP: Moody's Affirms B1 CFR & Rates $200MM Sr. Notes B2

EVERGLADES RE: S&P Assigns B Rating to $1.50BB Sr. Secured Notes
EXIDE TECHNOLOGIES: South Coast May Pursue Lawsuit
FAB UNIVERSAL: Receives NYSE MKT Delisting Notice
FCC HOLDINGS: S&P Removes 'CCC+' Rating on CreditWatch Negative
FISKER AUTOMOTIVE: Creditors Seek to File Rival Payment Plan

FREDERICK'S OF HOLLYWOOD: Amends Rule 13E-3 Transaction Statement
FURNITURE BRANDS: Settlement With PBGC and Committee Approved
FURNITURE BRANDS: China Creditors Want Committee to Share Info
GENERAL MOTORS: Recalls 57,131 SUVs Over Defective Fuel Gauges
GENERAL MOTORS: Proposes Treating Recall Injury Victims Equally

GENERAL MOTORS: High Ct. Won't Hear Appeal on Life Insurance Cuts
GENERAL MOTORS: Second Recall-Linked Executive Retires
GENERAL STEEL: Incurs $42.6 Million Net Loss in 2013
GLYECO INC: Unit Acquires MMT Acquisition's Business
GREEN PLAINS: S&P Assigns 'B+' CCR & Rates $225MM Sr. Loan 'BB'

GSE ENVIRONMENTAL: Files Voluntary Chapter 11 Bankruptcy Petition
GSE ENVIRONMENTAL: Case Summary & 25 Largest Unsecured Creditors
GUIDED THERAPEUTICS: Incurs $10.4 Million Net Loss in 2013
GUITAR CENTER: Suspending Filing of Reports with SEC
HDOS ENTERPRISES: May Sell Assets and Inventory to Fred Bush

HERON LAKE: Plans to Redeem Outstanding 7.25% Secured Notes
HIGH MAINTENANCE: Plan Hearing Continued to May 12
HIGH MAINTENANCE: Hires Wilkinson Barker as FCC Counsel
HORIZON LINES: Incurs $14.1 Million Net Loss in Fourth Quarter
HRK HOLDINGS: Court Allows Revised Sale Agreements

HYDROCARB ENERGY: Borrows $600,000 From Chairman
INT'L COMMERCIAL: Donald McDonald Appointed Director
IMPLANT SCIENCES: Completes $20 Million Refinancing
ISR GROUP: Section 341(a) Meeting Set on June 5
JETBLUE AIRWAYS: S&P Affirms 'B' CCR & Revises Outlook to Positive

KKR FINANCIAL: S&P Raises Preferred Stock Rating to 'BB+'
LAFAYETTE YARD: Confirms First Amended Plan of Liquidation
LIGHTSQUARED INC: Dish's Ergen Objects to Reorganization Plan
LIQUIDMETAL TECHNOLOGIES: To Hold "Say-on-Pay" Vote Every Year
LOUDOUN HEIGHTS: July 15 Hearing on Filing of 2nd Amended Plan

MACH GEN: First Amended Plan Declared Effective
MERIDIAN SUNRISE: U.S. Bank Wants Terms of Amended Plan Enforced
METRO AFFILIATES: May Release Funds From Escrow to Pay Claims
METRO AFFILIATES: Wants to Sell Misc Assets to Holcomb Bus
MID-VALLEY INC: NLI Bid to Enforce Confirmation Order Denied

MISSION NEW ENERGY: Obtains $120,000 From Shares Offering
MOOG INC: S&P Raises CCR to 'BB+' on Improved Credit Metrics
MORNINGSTAR MARKETPLACE: Bid to Expand Automatic Stay Challenged
NAVIENT CORP: Fitch Assigns 'BB' IDR; Outlook Stable
NEW LIFE INT'L: Taps Massa Estate as Appraiser and Liquidator

NIELSEN HOLDINGS: Fitch Affirms and Withdraws 'BB' IDR
NORTH AMERICAN ENERGY: S&P Raises CCR to 'B'; Outlook Stable
NORTH LAS VEGAS: Fitch Affirms 'B' Rating on $365,000 LTGO Bonds
OAKLEY REDEVELOPMENT: Fitch Raises Rating on $24.8MM TABs to 'BB+'
ORECK CORP: Pays $2MM To Clean Up Germ-Killing Vacuum Ad Row

OVERSEAS SHIPHOLDING: Mullin Hoard Filed Interim Compensation
PACIFIC THOMAS: US Bank May Foreclose on Redondo Beach Property
PACIFIC THOMAS: US Bank Seeks to Foreclose on Danville Property
PACIFIC THOMAS: Nationstar Wants to Foreclose on Tucson Property
PACIFIC THOMAS: PMF Seeks to Foreclose on Oakland Assets

PARADISE HOSPITALITY: May 13 Post-Confirmation Status Hearing
PARTY CITY: S&P Affirms 'B' CCR & Revises Outlook to Stable
PGA HOLDINGS: Moody's Lowers Rating on 1st Lien Senior Debt to B2
PGA HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable
PREGIS HOLDING I: S&P Assigns 'B' CCR; Outlook Stable

PROFESSIONAL INVESTMENT: SEC Freezes Assets, Files Fraud Charges
RAYONIER A.M.: Moody's Assigns B2 CFR & Rates $500MM Notes Ba3
REGEN BIOLOGICS: FDA Ignored Device Reclassification Process
REMY INTERNATIONAL: S&P Raises CCR to 'BB-'; Outlook Stable
RENASCENT INC: Stipulation on Funds Allocation Approved

REVSTONE INDUSTRIES: Hires Stout Risius as Investment Bankers
ROSEVILLE SENIOR: Has Until May 27 to Access Cash Collateral
SANDERSON PLUMBING: Hearing Today to Approve Bidding Protocol
SEAWORLD PARKS: Bank Debt Trades at 2% Off
SIMPLEXITY LLC: Panel Hires Hunton & Williams as Attorney

SIMPLEXITY LLC: Creditors' Panel Taps Polsinelli PC as Counsel
SIRIUS XM: Senior Notes Add-on No Impact on Moody's 'Ba3' CFR
SIZZLING PLATTER: S&P Withdraws 'B-' CCR on Debt Repayment
SOUTHERN FILM EXTRUDERS: Court Approves Exit Plan
STANS ENERGY: Ontario Court Sets Precedent for Asset Seizure

STELLAR BIOTECHNOLOGIES: Launches New Corporate Website
TUOMEY HEALTHCARE: S&P Lowers Rating on Revenue Bonds to 'CC'
TXU CORP: 2014 Bank Debt Trades at 25% Off
TXU CORP: 2017 Loan Trades at 24% Off in Secondary Market
UNIVERSAL BIOENERGY: Global Energy Now Deemed an Affiliate

USEC INC: Paid $15M in Bonuses Just Before Ch. 11, Docs Show
VAREL INTERNATIONAL: S&P Retains 'B-' CCR on CreditWatch Positive
VISCOUNT SYSTEMS: Files Amended Certificate of Designation
WAYNE COUNTY, MI: Fitch Maintains Negative Watch on 'BB-' Rating
WEATHER CHANNEL: Bank Debt Trades at 4% Off

WESTMORELAND COAL: Keith Alessi Appointed CEO
WHEATLAND MARKETPLACE: May Sell Real Properties for $10.1 Million
YELLOWSTONE MOUNTAIN: Founder Can't Skirt $41MM Judgment

* Fed. Circ. Won't Nix GM, Chrysler Dealers' Takings Suits

* SAC Capital Judge Urged to Accept $900 Million Penalty
* Bogus Private-Equity Fees Reportedly Found at 200 Firms by SEC
* Senate Passes Bill to Aid Long-Term Unemployed
* Fitch Releases Report on Recovery Gap From the Great Recession

* von Briesen Firm Discusses Challenges in Individual Ch.11 Cases

* James Odell Joins Blank Rome as Co-Head of Financial Services
* John Hanley Joins Otterbourg's Corporate Practice
* Upshot's Travis Vandell Bags M&A Advisor 40 Under 40 Award
* Veteran Legal Assistant Terri Sharp Joins Yesner Law

* Large Companies With Insolvent Balance Sheet


                             *********


11850 DEL PUEBLO: Receiver's Final Accounting Report Filed
----------------------------------------------------------
In a State Court action in Los Angeles, Patrick Galantine was
appointed as receiver of a property at Valley Boulevard, in El
Monte, California, when it was still owned by 11850 Del Pueblo,
LLC.

After Del Pueblo filed for Chapter 11 bankruptcy, Mr. Galantine
continued to be in possession and control of the property.

In December 2013, the Court approved the sale of the property and
shortly after that Mr. Galantine filed his financial accounting
report, which reflects receivership income of over $2 million and
expenses of about $1.8 million.

Christopher D. Crowell, Esq. -- ccrowell@frandzel.com -- at
Frandzel Robins Bloom & Csato, L.C., in Los Angeles, California,
relates the receivership will have $118,354 after paying all
expenses. Mr. Galantine intends to transfer these funds to U.S.
Bank National Association, Del Pueblo's lender.

In that regard, Mr. Galantine asks the Court to:

   (a) approve the accounting report, in particular, approve the
       payment of $95,008 in management fees to Coreland
       Companies, of which he is executive vice president, and
       his hourly-rate fees of $98,825;

   (b) exonerate his $127,000 receiver's bond and exonerate him
       from his duties as receiver after he turns over the
       remaining receivership funds to U.S. Bank;

   (c) permit him to take all necessary steps in the State Court
       action to complete his duties as receiver; and

   (d) lift the automatic stay to the extent necessary to permit
       him to take steps in the State Court action.

                      About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Court eventually dismissed the bankruptcy case on Oct. 12,
2012, due to the Debtor's failure to timely file certain necessary
documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15, 2012.  Bankruptcy Judge Robert N. Kwan presides over
the case.

Patrick Galentine is the duly appointed state court receiver and
custodian for the Debtor.  Craig A. Welin, Esq., and Reed S.
Wadell, Esq., serve as bankruptcy counsel for the receiver.

U.S. Bank National Association, as trustee, successor-in-interest
to Bank of America, N.A., as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for the Registered
Holders of Deutsche Mortgage & Asset Receiving Corporation
Mortgage Pass-Through Certificates, Series CD2006-CD3, is
represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam
McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP.


1250 OCEANSIDE: Has Deal on Lot and Golf Membership Transactions
----------------------------------------------------------------
1250 Oceanside Partners, et al., ask the U.S. Bankruptcy Court for
the District of Hawaii to approve an agreement respecting certain
lot and golf membership transactions.

The agreement was entered among the Debtors, Hokulia Community
Association, Inc., Hokulia Park and Cultural Sites Association,
Inc., and the Club at Hokulia, Inc.

Oceanside is in the process of negotiating various deeds in lieu
foreclosure transactions with certain of its borrowers.  Two of
the Deed in Lieu Agreements have been documented and the Debtors
have obtained court approval for the transactions.

Pursuant to the agreement, the HCA, PCSA and the Club each provide
their consent to the Deed in Lieu Agreements, and Oceanside
consents to the payment of certain outstanding assessments and
dues.

                   "Deed in Lieu Agreements"

In connection with the purchase of various lots in the Hokuli'a
Development, certain lot owners borrowed a portion of the purchase
price from Oceanside, and granted Oceanside a mortgage on their
respective lots and a security interest in their equity golf
memberships.  Certain of these lot owners defaulted on the secured
obligations owed to Oceanside.  Oceanside has negotiated
agreements with certain of these lot owners, and may reach
agreement with others, pursuant to which the lot owners agree to
convey their properties and golf memberships to Oceanside in lieu
of foreclosure under the subject loan documents.

A copy of the agreement is available for free at:

  http://bankrupt.com/misc/1250Ocean_agreementmembership.pdf

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.  The
Bankruptcy Court will convene a hearing commencing April 2, 2014,
at 9:30 a.m., to consider confirmation of the Third Amended Plan
co-proposed by the Debtor and Sun Kona.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


1250 OCEANSIDE: Accord Resolving Gutsch Family Dispute Okayed
-------------------------------------------------------------
The Bankruptcy Court approved a settlement agreement entered among
1250 Oceanside Partners, et al., Larry S. Gutsch and Jaqual L.
Gutsch Family Trust dated Dec. 28, 1995 and Gutsch Family
Investment Limited Partnership.

As reported in the Troubled Company Reporter on April 1, 2014,
agreement was to resolve the Debtor's dispute with Gutsch Family
Investments Limited Partnership and the trustees for the Gutsch
Family Trust.

The settlement concerns a loan, which the trustees obtained from
Oceanside in connection with their purchase of a property in the
Hokuli'a development and membership in the Club at Hokuli'a.  The
trustees have allegedly stopped making payments since September
2009 and now owe $445,45l to the company.

Under the settlement, the trustees and the Gutsch Family
Partnership will pay Oceanside $547,000.  In exchange, the company
will release its mortgage on the property and lien on the
membership, and cause its claims in a case it filed against the
trustees and the Gutsch Family Partnership to be dismissed.

Meanwhile, the trustees and the Gutsch Family Partnership agreed
to dismiss the counterclaim they filed against the company.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.  The
Bankruptcy Court will convene a hearing commencing April 2, 2014,
at 9:30 a.m., to consider confirmation of the Third Amended Plan
co-proposed by the Debtor and Sun Kona.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


22ND CENTURY: Incurs $5.3 Million Net Loss in First Quarter
-----------------------------------------------------------
22nd Century Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.31 million on $447,535 of revenue from sale of
products for the three months ended March 31, 2014, as compared
with a net loss of $2.51 million on $0 of revenue from sale of
products for the same period in 2013.

As of March 31, 2014, the Company had $11.93 million in total
assets, $1.77 million in total liabilities and $10.15 milion in
total shareholders' equity.

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

                        http://is.gd/fOmCSo

                         About 22nd Century

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

22nd Century reported a net loss of $26.15 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011.


ACTIVECARE INC: Carter Quits From Board, Peterson Named Director
----------------------------------------------------------------
James G. Carter voluntarily resigned as a member of the Board of
Directors and Compensation Committee of ActiveCare, Inc.  Mr.
Carter's resignation is not due to any disagreements with the
Company or any officer or director of the Company.  Mr. Carter's
resignation was accepted on March 27, 2014.

The Company's Board of Directors appointed Jeffery Peterson, the
Company's vice president of finance to fill the vacancy on the
Board created by Mr. Carter's resignation, effective April 25,
2014.  Mr. Peterson has been the Company's V.P. Finance since July
2012.  Before his appointment as vice president, Mr. Peterson
served in various capacities at ActiveCare from July 2011.  Prior
to joining ActiveCare, from January 2010 until July 2011, Mr.
Peterson was the Director of Investor Relations for SecureAlert,
Inc., the Company's former parent corporation.  Prior to joining
SecureAlert, Mr. Peterson was an owner and worked at Alpine
Securities, a stock brokerage firm in Utah, where his duties
included broker, market maker, Communications Officer and AML
Officer, while holding the following FINRA securities licenses: 7,
63, 55, and 24.  Mr. Peterson graduated from the University of
Utah with a Bachelor of Arts degree in Finance and Business
Administration, and was a member of the University Venture Fund.
Mr. Peterson is also an observation (non-voting) board member of
the boards of directors of Juneau Biosciences and CoNextions
Medical.

On April 25, 2014, the Board of Directors appointed Michael Jones
as president of the Company.  Mr. Jones founded Interactive Care
in 2007, filing several patents in the field of video
collaboration as a tool for delivery of medical care.  As
Executive Vice President at RemedyMD, Mr. Jones led in the
advancement of medical collaboration and the utilization of
informatics technologies for the treatment of obesity and
diabetes.  Mr. Jones was previously Executive Vice President of
Sales and Marketing at iBahn (formerly STSN).  Mr. Jones also led
numerous sales and operations organizations at Iomega Corporation.
Mr. Jones has also held domestic and international senior sales
leadership roles at Siebel Systems, Silicon Graphics and Oracle.
A published author and contributor to periodicals and industry
publications, Mr. Jones graduated summa cum laude from the
University of Utah with a degree in English.  He serves on the
board of directors of the National Alliance on Mental Illness for
the State of Utah.

Also on April 25, 2014, the Board of Directors appointed Jonathan
Olson to be the Company's chief operating officer; he will also
continue in his role of chief technology officer.  Mr.Olson has
nearly 20 years of experience in managing the development and
implementation of clinical informatics applications.  As the first
employee of TheraDoc, he led the architecture, design, and
implementation of the TheraDoc Clinical Intelligence Platform.  He
has been a contributing author in numerous peer-reviewed
publications and holds two patents.  Mr. Olson played a key role
during the acquisition of TheraDoc by Hospira, Inc., in 2009.
During his tenure at Hospira TheraDoc, Mr. Olson also held
positions of responsibility over the services organization,
including project management, training, data integration and
support.  He was instrumental in helping the organization achieve
Best in KLAS in 2012 for the Infection Control Assistant.  Prior
to joining TheraDoc, Mr. Olson led the Web team at the University
of Utah Health Sciences Center and was involved in the creation of
one of the first web-based medical record systems in the world.
Mr. Olson received his bachelor's degree in computer science and
further training in medical informatics from the University of
Utah.

                         About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss attributable to common stockholders
of $25.95 million the year ended Sept. 30, 2013, as compared with
a net loss attributable to common stockholders of $12.42 million
for the year ended Sept. 30, 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $11.99 million in total assets, $8.23
million in total liabilities and $3.76 million in total
stockholders' equity.

Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred recurring losses, has negative cash flows
from operating activities, has negative working capital, and has
negative total equity.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.


ADVANCEPIERRE FOODS: S&P Revises Outlook to Neg. & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Cincinnati, Ohio-based AdvancePierre Foods Inc. to negative from
stable and affirmed the 'B' corporate credit rating.

At the same time, S&P lowered the recovery rating on
AdvancePierre's secured first-lien debt to '4' from '3',
indicating that lenders could expect average (30% to 50%) recovery
in the event of a payment default.  The issue-level rating remains
'B'.

The issue-level rating on the company's secured second-lien debt
remains 'CCC+', with a recovery rating of '6', indicating that
unsecured noteholders could expect negligible (0% to 10%) recovery
in the event of a payment default.

"AdvancePierre's outlook change to negative reflects our belief
that the company's weak operating performance could continue,
contributing to increasingly weaker credit measures," said
Standard & Poor's credit analyst Jeff Burian.  "The company's
operating performance throughout 2013 was well below our
expectations, resulting in a significant increase in leverage.  We
do not expect volatile commodity protein input cost pressures to
abate in the near term."

Standard & Poor's could consider a lower rating if operating
performance does not improve significantly.  Alternatively, S&P
could consider revising the outlook to stable if AdvancePierre
stabilizes and improves its operating performance and sustains
leverage below 6.5x while maintaining adequate liquidity.


ALHAMBRA RESOURCES: ASC Issues Temporary MCTO After Filing Delay
----------------------------------------------------------------
Alhambra Resources Ltd. on May 2 disclosed that a temporary
Management Cease Trade Order has been issued by the Alberta
Securities Commission against the Corporation's Chief Executive
Officer and Chief Financial Officer as opposed to a general cease
trade order against the Corporation.  This MCTO prohibits trading
in securities of the Corporation, whether directly or indirectly,
by these individuals.

As summarized in Alhambra's News Release dated April 11, 2014,
this action was expected due to the delay in filing its 2013
annual audited financial statements, management's discussion and
analysis and CEO and CFO certificates.

Should Alhambra fail to file its 2013 Annual Audited Financial
Statements on or before June 30, 2014, the ASC can impose a cease
trade order on Alhambra such that all trading in securities of the
Corporation cease for such period as the ASC may deem appropriate.

Pursuant to the requirements of Section 4.4 of National Policy
12-203 - Alternative Information Guidelines, the Corporation
reports the following:

        i. There have been no material changes to the information
contained in the Default Notice and the Corporation expects to
file its 2013 Annual Audited Financial Statements on or before
June 30, 2014;

       ii. There have been no failures with respect to the
Corporation fulfilling its stated intention of satisfying the
requirements of the AIG;

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

       iv. There is no other material information concerning the
affairs of the Corporation that has not been generally disclosed.

                           About Alhambra

Alhambra -- http://www.alhambraresources.com-- is a Canadian
based international exploration and production corporation
producing gold in Kazakhstan.

Alhambra common shares trade in Canada on The TSX Venture Exchange
under the symbol ALH, in the United States on the Over-The-Counter
Pink Sheets Market under the symbol AHBRF and in Germany on the
Frankfurt Open Market under the symbol A4Y.


ALITALIA SPA: Etihad Open To Talks, But Won't Budge On Demands
--------------------------------------------------------------
Reuters reported that Etihad Airways has signalled that it is
ready to continue talks on a potential investment in Italy's
troubled Alitalia but it refuses to budge on tough conditions on
debt restructuring and job cuts, a source close to the talks said.

According to the report, loss-making Alitalia was kept afloat by a
government-engineered 500 million euro ($691 million) rescue
package last year, but it needs to find a cash-rich partner
quickly to revamp its flight network or risk having to ground its
planes.

Sources have said that Abu Dhabi-based Etihad could invest 500
million euros in return for a 49 percent stake, but talks reached
a stalemate this month when the Italian carrier raised concerns
over the Gulf airline's conditions, the report related.

In a letter, Etihad reiterated that it wants banks to convert half
of Alitalia's debt of more than 800 million euros into shares and
the other half to be written off, Reuters further related, citing
the source.  It also wants up to cut 3,000 jobs from Alitalia's
14,000-strong workforce.

"The letter suggests Etihad is willing to negotiate, but the room
for manoeuvre is slim," Reuters cited the source as saying.

                          About Alitalia

Alitalia-Compagnia Aerea Italiana has navigated its way through
a successful restructuring.  After filing for bankruptcy
protection in 2008, Alitalia found additional investors, acquired
rival airline Air One, and re-emerged as Italy's leading airline
in early 2009.  Operating a fleet of about 150 aircraft, the
airline now serves more than 75 national and international
destinations from hubs in Fiumicino (Rome), Milan, Turin, Venice,
Naples, and Catania.  Alitalia extends its network as a member of
the SkyTeam code-sharing and marketing alliance, which also
includes Air France, Delta Air Lines, and KLM.  An Italian
investor group owns a majority of the company, while Air France-
KLM owns 25%.


ALLIANCE ONE: S&P Reinstates 'BB-' Rating on $210.3MM Revolver
--------------------------------------------------------------
Standard & Poor's Ratings Services reinstated its ratings on
Alliance One International Inc.'s $210.3 million revolving credit
facility due April 15, 2017.

Ratings List

Alliance One International Inc.
Corporate credit rating              B/Stable/--

Reinstated
Alliance One International Inc.
Senior secured
  $210.3 mil. revolver due 2017       BB-
   Recovery rating                    1


AMERICAN POWER: Extends Notes Maturity Dates to September 30
------------------------------------------------------------
American Power Group, Inc., entered into an amended and restated
unsecured promissory note with the Allen Kahn Revocable Trust AKA
Allen Kahn, M.D. Revocable Trust on April 30, 2014.  The amended
and restated note extended the maturity date of the original note
to Sept. 30, 2014, modified the payment provisions of the note and
waived any prior defaults under that note.

The Company also entered into amendments to its existing
promissory notes with each of Charles Coppa and Lyle Jensen.  Each
amendment extended the maturity date of each promissory note to
Sept. 30, 2014, and waived any prior defaults under the promissory
notes.

                      About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. See additional information at
www.americanpowergroupinc.com.

For the nine months ended June 30, 2013, the Company reported a
net loss available to common shareholders of $2.03 million.
American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million for the year ended Sept. 30, 2011.

At Dec. 31, 2013, the Company had $9.82 million in total assets,
$4.36 million in total liabilities and $5.46 million in
stockholders' equity.


APOLLO MEDICAL: Delays Form 10-Q for Jan. 31 Quarter
----------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the quarter
ended Jan. 31, 2014.

"The compilation, dissemination and review of the information
required to be presented in the Form 10-K for the relevant period
has imposed time constraints that have rendered timely filing of
the Form 10-K impracticable without undue hardship and expense to
the registrant," the Company said in the filing.

The Company expects to file that report no later than 15 calendar
days after its original prescribed due date.

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Apollo Medical reported a net loss of $8.90 million on $7.77
million of net revenues for the year ended Jan. 31, 2013, as
compared with a net loss of $720,346 on $5.11 million of net
revenues for the year ended Jan. 31, 2012.  The Company's balance
sheet at July 31, 2013, showed $3.13 million in total assets,
$4.40 million in total liabilities, and a $1.26 million total
stockholders' deficit.


ARTRA GROUP: Ill. Court Awards $202,000 Asbestos Trust
------------------------------------------------------
Judge Harry D. Leinenweber of the U.S. District Court for the
Northern District of Illinois, Eastern Division, in a memorandum
opinion and order dated April 22, 2014, granted the Motion for
Summary Judgment filed by the Artra 524(g) Asbestos Trust in the
case styled ARTRA 524 (g) ASBESTOS TRUST, Plaintiff, v. ARTRA
GROUP, INCORPORATED, ENTRADE, INC., ARCADIA SECURITIES LLC, PETER
R. HARVEY, and JOHN P. CONROY, Defendants, CASE NO. 11 C 8028
(N.D. Ill.).

In 2002, Artra filed a voluntary Chapter 11 petition precipitated
by a multitude of asbestos-related personal injury claims that
greatly exceeded Artra's insurance coverage and assets.  In 2007,
the Bankruptcy Court entered an order confirming a reorganization
plan, which order was affirmed by the District Court.  The plan
became effective as of April 2, 2007.

Among its provisions the plan established, for purposes of
resolving personal injury claims, a trust into which certain of
Artra's assets, including its shares of stock in a company named
Comforce Corporation, were transferred.  Pursuant to the Plan,
Artra was permitted to retain bare legal title to the Comforce
stock for a two-year period so that Artra could obtain any tax
benefits which might be available in connection with the sale of
the stock.  After the two-year period expired, the stock would
become the sole property of the Trust.  Under the terms of the
reorganization plan, Astra was required to establish an escrow
account to hold the Comforce stock for sale for the benefit of the
Trust.  However, Artra did not execute the Escrow Agreement and
retained physical possession of the share certificates which bore
its name rather than the Trust's.

In a series of transactions selling the Comforce stock, the Trust
received $156,325 for its 143,000 shares in the December 2009 sale
instead of $358,000, which it would have been received had the
shares not been sold until the merger.  The Trust has demanded the
difference, $202,174 from Arcadia Securities LLC, based on its
contention that both Artra and its agent, Arcadia, converted the
shares.  The Trust has moved for summary judgment against Arcadia.

Judge Leinenweber entered judgment in favor of the Trust in the
amount of $202,264.  The Trust asks for prejudgment interest in
its Reply Brief, but insofar as Arcadia has not had an opportunity
to argue the point, Judge Leinenweber said it will not grant it at
this time.  Insofar as the Trust has benefited from the failure of
Arcadia to have a proper 30(b)(6) witness, the Court does not
believe that any additional penalty is warranted. The Motions for
Discovery Sanctions are therefore denied.

A full-text copy of Judge Leinenweber's Decision is available at
http://is.gd/oXJF1Dfrom Leagle.com.

ARTRA 524(g) Asbestos Trust, Plaintiff, represented by Joseph
Daniel Frank, Esq. -- jfrank@fgllp.com -- Micah R. Krohn, Esq. --
mkrohn@fgllp.com -- and Reed Heiligman, Esq. --
rheiligman@fgllp.com -- at FrankGecker LLP.

Arcadia Securities, LLC, Defendant, is represented by:

         Peter Ordower, Esq.
         THE LAW OFFICES OF PETER ORDOWER
         10 S La Salle St., Suite 3500
         Chicago, IL 60603
         Phone: 312-263-8060
         Fax: 312-263-8083


AUXILIUM PHARMACEUTICALS: S&P Lowers CCR to 'CCC'; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Auxilium Pharmaceuticals Inc. to 'CCC' from 'B-'.  The
outlook is negative.

S&P also lowered the rating on the company's senior secured credit
facility to 'CCC+' from 'B'.  S&P's '2' recovery rating on the
company's senior secured credit facilities remains unchanged,
reflecting its expectation for substantial (70%-90%) recovery in
the event of payment default.

"Our rating action on Auxilium is predicated on our assessment of
its liquidity profile as "weak" and our expectation that the
company is likely to deplete its liquidity sources over the next
12 months," said credit analyst Maryna Kandrukhin.

"Our negative outlook on Auxilium reflects our view that there is
a one in three chance that the company might deplete its liquidity
resources within the next six months and, as a consequence, will
not be able to honor its financial obligations sooner than we
currently expect.  While we project in our base-case scenario that
high cash flow deficits will constrain the company's liquidity, we
still expect Auxilium to be able to cover its financial
obligations payments for the following 10 to 12 months using its
cash on hand.  However, given the rapid deterioration in the TRT
market, Auxilium's high contingent consideration liability, and
our uncertainty about the company's ability to trim its operating
costs in response to declining revenues, we think it is possible
that the liquidity event could happen earlier than we project in
our base-case scenario," S&P noted.

Downside scenario

S&P could lower the rating if it becomes evident that the company
is likely to run out of its liquidity sources within the next six
months.  This could happen if Auxilium does not adjust its
operating costs fast enough to limit profitability erosion
resulting from declining revenues and loss of scale on its main
product.  Rapid profitability deterioration could lead to higher
than expected cash flow deficits depleting Auxilium's cash balance
sooner than we project.

Upside scenario

While unlikely, S&P could raise its rating to 'CCC+' if, despite
the rapid revenue decline, Auxilium manages to prevent EBITDA
margin erosion and generates at least a breakeven cash flow,
thereby providing some liquidity relief and alleviating the threat
of a liquidity event happening over the next 12 months.


AVON PRODUCTS: Fitch Affirms 'BB' IDR & Removes From Watch Neg.
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Avon Products, Inc.  In
addition, Fitch has removed the ratings from Negative Watch.  The
ratings were placed on Rating Watch Negative on
Nov. 4, 2013, following the uncertainty over the potential size of
the monetary penalties the company faced related to Foreign
Corrupt Practices Act (FCPA) violations.

The Rating Outlook is Negative.

Fitch affirms Avon's ratings as follows:

-- Long-term Issuer Default Rating (IDR) at 'BB';
-- Bank credit facility at 'BB';
-- Bank Term Loan at 'BB';
-- Senior unsecured notes at 'BB';
-- Short term IDR at 'B';
-- Commercial Paper at 'B'.

Fitch has also affirmed Avon's subsidiary's Avon Capital
Corporation ratings as follows:

Avon Capital Corporation (ACC):

-- Short-term IDR at 'B';
-- Commercial Paper at 'B'

Commercial paper issuances by ACC are fully guaranteed by Avon.

KEY RATING DRIVERS

NEGATIVE WATCH REMOVED AFTER FCPA OUTCOME

Fitch placed Avon on Negative Watch after text in the company's
Sept. 30, 2013 10-Q SEC filing stated that not only could the
company's financial condition be affected, but its ongoing
business could be materially adversely impacted.  The publicly
announced outcome, discussed below, has no material impact to
Avon's ongoing business.

Avon recently announced that it has reached an understanding on
settlement terms with the Department of Justice and the staff of
the Securities and Exchange Commission.  Avon is to pay $135
million in aggregate fines, enter into a deferred prosecution
agreement (DPA), and agree to a government compliance monitor for
18 months with self-monitoring for an additional 18 months.  Avon
currently has comfortable liquidity although the payment will
depress FCF when paid.

NEGATIVE OUTLOOK ON FURTHER BUSINESS MODEL RISKS

The Negative Outlook is due to intensifying business model risk
not only in North America and Asia Pacific but also in Europe and
the company's Latin American stronghold.  Model risks are
reflected in negative volume and active representative declines
over the past three quarters.  Fitch had expected soft results in
North America and Asia Pacific to continue.  This played a key
part in the downgrade to 'BB' in November 2013.  However,
declining active rep growth and volumes throughout the rest of the
world since 3Q'13 was worse than Fitch anticipated.

Management is working on solidifying markets with some
stabilization expected in the second half of this year.
Nonetheless, visibility to sustained stability and overall growth
remains unclear.

If sales and, in particular, the number of active representatives
and volumes remain negative, currently good credit protection
measures could be negatively impacted in the medium term.  The
Rating Outlook could be revised to Stable if solid signs of
stabilization in key markets materialize over the next several
quarters.

SLOW TURNAROUND, DECLINING OPERATING CASH FLOWS

The turnaround in Avon's operations is clearly taking longer than
management or Fitch has expected.  In the interim, the company
needs to continue investing in restructuring efforts, product
launches, improved business processes and its representatives.
These are future draws on internally generated liquidity from
operating cash flow which has declined sequentially from $782
million in 2009 to $544 million through the latest 12 months
(LTM).

Fitch notes that the company is able to maintain a flat 10%
adjusted EBITDA margin quarter over quarter despite an 11% revenue
decline in 1Q'14 to $2.1 billion.  The benefits of the company's
cost cutting, disposition and market exits has been promising.
However, a lengthy turnaround increases the potential of further
market share losses, sales deleveraging and a heightened risk that
adequate credit protection measures that exist today, could
weaken.

METRICS AND LIQUIDITY GOOD IN THE NEAR TERM

Avon's credit protection measures improved since the company cut
its dividend by 75% in 4Q'12, used a portion of its cash balances
to reduce overall debt levels, and refinanced near-term
maturities.  Leverage (debt/EBITDA) declined to approximately 2.9x
for the LTM ended March 31, 2014 from 3.5x at year end 2012. Long-
term debt maturities through 2015 are modest.  Term loan
amortization of $13 million is due in 2014 and the remaining $39
million is due in 2015.

FCF for the LTM was $246 million, a positive turnaround from
several years of marginal or negative results.  The improvement in
FCF was supported by the dividend cut from roughly $400 million to
$100 million annually.

Liquidity has declined moderately from $2.1 billion last year to
$1.8 billion but remains adequate.  Cash balances were almost $800
million at quarter end.  There is ample ability to fund the $135
million FCPA payment.  The company has solid financial flexibility
with its covenants.  The company states that if they were to fully
draw the $1 billion revolving credit facility, which matures in
March 2017, Avon would remain in compliance with its covenants.
The company's near term liquidity is a positive though it is noted
that the leverage covenant tightens from 3.75x to 3.5x after
Sept. 30, 2014.

RATINGS SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- An upgrade is not likely in the next 12 to 18 months due to
    the slow pace of turnaround and accelerating negative
    operating trends in most markets.  However, if there is a
    significant turnaround in the business model and FCF absent
    the FCPA payment can be maintained over the $200 million level
    an upgrade could be considered.

-- Stabilizing the Outlook as mentioned above is dependent on
    Avon's ability to achieve flat to positive consolidated volume
    and active representative growth over several quarters.  The
    company has some cushion here given comparatively easy comps.
    Avon should also maintain FCF of at least $100 million in 2014
    taking into account the FCPA payment.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action:

-- Avon's credit protection measures including leverage and
    liquidity are ample in the near term.  However, if sales
    declines accelerate -- which would be exemplified by active
    representative and volume declines, margin compression,
    increases in leverage over 4x and modest or negative FCF -
    then along with the rating, credit protection measures in the
    medium term are likely to feel the impact.


BADGER HOLDING: S&P Revises Outlook to Stable & Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Badger Holding LLC (Safway) to stable from negative and
affirmed its 'B+' corporate credit rating on the company.

At the same time, S&P affirmed its 'B' issue rating on Safway
Group Holding LLC's $560 million senior secured second-lien notes.
The '5' recovery rating on the debt remains unchanged, indicating
S&P's expectation that lenders would receive modest recovery (10%-
30%) in a payment default scenario.  Safeway Group is a subsidiary
of Safway, a privately owned company controlled by Odyssey
Partners LLC.

The rating on Safway reflects S&P's "aggressive" financial risk
profile and "weak" business risk profile assessments, based on its
criteria.  S&P's financial risk profile assessment reflects its
expectations for adjusted debt to EBITDA of 4.0x-5.0x (including
our adjustments, mainly for operating leases) in 2014 and 2015,
with modest free cash flow generation prospects over the next two
years.  S&P's assessment incorporates the reduced likelihood that
the company's sponsor, Odyssey Investment Partners, will implement
credit weakening financial policies over the next 12 months, which
should lower the risk of leverage exceeding 5.0x on a sustained
basis.

"The stable outlook reflects our view that Badger can maintain
positive FOCF generation in the year ahead, with sustained debt to
EBITDA of 4.0x-5.0x," said Standard & Poor's credit analyst Nishit
Madlani.  "This incorporates our assumption of industry activity
picking up to historical levels, which is likely because customers
generally can delay maintenance work only temporarily."

S&P could lower the rating during the next 12 months if FOCF
generation turns negative for consecutive quarters or if debt to
EBITDA, including its adjustments, trends toward 5.0x or higher.
An additional distribution of capital or a leveraging transaction
during the next 12 months could likely increase downside risk.
This could occur if Badger's gross margins fall by about 200 basis
points (from S&P's base case) with mid-single-digit revenue
decline.

S&P considers an upgrade unlikely because Badger's financial
policies will likely remain aggressive under its private equity
owner, and the company may pursue additional targeted acquisitions
or, eventually, another distribution of capital.


BANAH INT'L: Emerges From Bankruptcy After Court Approves Plan
--------------------------------------------------------------
Banah International Group on May 5 disclosed that it has formally
emerged from the Chapter 11 process, paving the way to becoming a
worldwide leading sugar product manufacturer.  The U.S. Bankruptcy
Court for the Southern District of Florida approved and made
effective Banah's plan of reorganization (Plan) on May 1, 2014.
Banah exits the restructuring process as Harvest Given, LLC with
0 debts, a stable, restructured balance sheet and support of a
well-capitalized shareholder base.

On May 1, Banah received 100% of the votes from the 90 ballots
submitted by its creditors whom overwhelmingly voted in favor of
Banah's Plan, providing a great preamble to the Bankruptcy Court's
reorganization approval.

"[Mon]day indeed marks a fresh start for Banah.  This moment
couldn't be more fitting, as Banah signifies 'New Beginnings' in
Hebrew.  We have emerged from this process as a strong company
with both financial and operational strength and stability.  We
are excited about the future and new opportunities to carry on our
New Beginnings mission and continue bringing the finest natural,
and organic sugar products", said Yurek Vazquez, Chief Executive
Officer of Banah.  "It's been a great journey and satisfaction to
look back and see the efforts of so many individuals working
together for the common benefit of all parties involved, including
saving the jobs our company provides to so many families.  I also
feel a great appreciation for the court and the US Trustees
Office; our counsels at BastAmron and Alvarez & Barbara; our
tenacious executive team and employees for whom no challenge is
too big; to our suppliers, key creditors, and customers for their
strong support throughout this process," added Mr. Vazquez.

Headquartered in South Florida, Banah's product portfolio of the
finest quality, 100% pure cane sugar includes its assortment of
organic and natural-flavored liquid sugar line, granulated,
turbinado raw brown, confectioners, and the all-natural 0 calorie
stevia.  Banah is currently distributed throughout more than 6,000
retailers and bulk sugar providers in the U.S., with an additional
4,000 retailers under negotiation.  The company recently became
the first USDA organic certified facility for both packaging and
manufacturing of granular and liquid sugar, and is among the
largest in USA.

                       About Banah's Mission

Banah, which means New Beginnings in Hebrew, is a mission with a
company, on the basis that "Absolutely Every Life Counts" and
"Everyone Deserves a Second Chance".  Banah offers and promotes
second chances for individuals who have made wrong choices, and
decided to change their lives and reintegrate themselves into
society.  Banah exemplifies its mission of transforming the lives
of those in search of a new beginning by embracing their past and
providing the necessary tools to champion their future through
their job opportunity, education, and career development program.

Corporate Governance, Financing and Ownership Under its approved
Chapter 11 plan, Banah will be acquired for $9.49 million by
Harvest Given, LLC.  The company's leadership team is led by Yurek
Vazquez, as Chief Executive Officer who launched the company's
restructure, providing strength and stability in business
operations.

In November 2012, Mr. Vazquez joined Banah to launch a company-
wide restructuring, which included an entirely new administration
and workforce to lead the company into the future with better
management, marketing, operations, production, and outstanding
sales.  Three months later, in February 2013, the company filed
for Chapter 11 to seek the protection of the Bankruptcy Court as
part of its plan of reorganization.  Since then, Banah managed to
grow its market share by over 2100%, reduced its operating costs
by 48% and turned its 300,000 sq. ft. headquarters and warehousing
facility into a well-equipped manufacturing and packaging plant
with a production capacity of over 42 million units per year.  The
company now has 35 employees and has established in-house
educational and career development programs to carry on its New
Beginnings mission.  Banah has successfully re-established the
relationship with nearly all its former suppliers and business
partners.

The company's general restructuring team consists of CEO Yurek
Vazquez; CFO Sean Marcil; Head of Legal Affairs Gilberto
Santiesteban; Head of Operations Joaquin Cossio; Director of Sales
and Marketing Lissette Rodriguez; Administrative Manager Andrea
Macias; Chief Information Officer Michael Alonso; counsel Jeffrey
P. Bast and BastAmron LLP; its financial advisors GlassRatner
Advisory & Capital Group, LLC; its corporate lawyers Alvarez &
Barbara, LLP, and Jay M. Levy, PA as special litigation counsel;
Alex P. Martinez, C.P.A., and Alexander J. Alfano, Esq as Tax
Counsels.

Banah International Group is a privately held corporation
established in Miami, Florida, U.S.A., created as a sister company
to Banah International Group, S.A. located in San Jose, Costa Rica
operating in several businesses since 1994.

Banah International Group filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 13-13954) on Feb. 22, 2013, estimating between
$1 million and $10 million in debt and liabilities.


BAY CLUB PARTNERS: June 20 Plan Outline Hearing
-----------------------------------------------
The Bankruptcy Court ill convene a hearing on June 20, at 10:00
a.m., to consider the adequacy of information in the Disclosure
Statement explaining the Chapter 11 Plan filed by Bay Club
Partners-472, LLC.

Separately, the Bankruptcy Court, in minutes of final evidentiary
hearing on the motion to dismiss the Chapter 11 case of Bay Club
Partners-472, said the matter is taken under advisement.

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

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

                         About Bay Club

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

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


BAY CLUB PARTNERS: Cash Collateral Order Revised
------------------------------------------------
Bankruptcy Judge Randall L. Dunn, in an amended final order,
authorized Bay Club Partners-472, LLC's use of cash collateral in
which Legg Mason Real Estate CDO I, Ltd., asserts an interest.

The Debtor and CDO requested reconsideration of the order entered
on April 23, 2014, to require additional payments to CDO.  The
parties also stipulated on the record at the hearing, to revise
the order.

The amended order provides for, among other things:

   -- The Debtor is authorized to use cash collateral in the
ordinary course of business as determined solely by MEB Management
Services, based on the exercise of MEB's professional judgment
operating in the ordinary course.  MEB will notify CDO and the
Debtor of proposed capital expenditures.

   -- The Debtor will provide to CDO reporting on the use of cash
collateral as follows: on the Friday of each week from and after
entry of the order, the Debtor will provide CDO a weekly report
listing deposits and checks issued for the prior Friday through
Thursday.

   -- As adequate protection for any cash collateral used by
Debtor, CDO is granted replacement liens on all property and
assets of Debtor and its estate.

   -- Nothing in the order will abridge or limit CDO's security
interest in proceeds, profits, fees, charges, accounts or other
payments for the use or occupancy of the prepetition collateral.

   -- The Debtor will maintain insurance against loss, theft,
destruction and damage to the collateral in which CDO claims a
security interest or lien for the full insurable value thereof.

   -- On May 5, the Debtor will make a payment to CDO in the
amount of $115,000.

   -- As of June 5, 2014, and on the fifth day of each month
thereafter, the Debtor will make a payment to CDO in the amount of
$135,000.

                         About Bay Club

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

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


BBTS BORROWER: S&P Affirms 'B-' Corp. Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on BBTS Borrower L.P.  At the same time,
S&P affirmed its 'B-' issue-level rating.  S&P revised its
recovery rating to '3' from '4' on BBTS' $740 million senior
secured term loan B due 2019.  The '3' recovery rating indicates
that lenders can expect meaningful (50% to 70%) recovery if a
payment default occurs.  The outlook is stable.

The ratings on BBTS reflect an "aggressive" financial risk profile
and a "vulnerable" business risk profile.

"Credit weaknesses include BBTS' very small scale, limited track
record, execution risk related to the build-out of its midstream
operations, elevated financial leverage, and the industry's
inherent commodity price volatility and depletion risk," said
Standard & Poor's credit analyst Nora Pickens.

These risks are only partially offset by fee-based cash flows in
the midstream business unit, the company's commodity price hedges,
and S&P's expectations for material cash flow ramp-up leading to
deleveraging over the next 12 months, assuming the company
successfully executes its business plan.

BBTS is a privately held company (private equity firms EIG Global
Energy Partners owns 51.4% and HM Capital Partners owns 48.6%)
engaged in the upstream and midstream oil and gas sectors.  All of
the company's operations are located in the liquids-rich, yet
intensely competitive Eagle Ford Shale.  BBTS intends to use
proceeds from the $100 million add-on issuance to partially fund
capital spending.  As cash flow from the NGL System begins to ramp
up, S&P expects leverage to moderate to 4.5x to 5x by year-end
2014.

S&P rates BBTS' $740 million term loan B at 'B-' (equal to the
corporate credit rating), with a recovery rating of '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
if a payment default occurs.

   -- The recovery analysis for BBTS reflects an updated higher
      valuation of the company's year-end 2013 exploarion and
      production (E&P) reserves and the company's midstream assets
      in S&P's default scenario.

   -- S&P's valuation of the company's E&P reserves uses a
      company-provided year-end 2013 PV10 report, computed using
      S&P's recovery price deck assumptions of $50 per barrel for
      West Texas Intermediate crude oil and $3.5 per million Btu
      for Henry Hub natural gas.

   -- S&P values the company's midstream assets using a 6x
      multiple to its estimated emergence EBITDA of $50 million.

   -- The EBITDA multiple used to value the midstream business is
      higher than the 5x multiple S&P previously used to value the
      company, reflecting progress in the build-out of the
      company's midstream operations.  However, since some level
      of operational and ramp-up risk remains, the multiple is
      lower than the 7x multiple S&P typically uses to value
      midstream companies.

   -- The company's exercise of the $100 million accordion under
      its term loan is also reflected in S&P's recovery analysis.

   -- Standard & Poor's simulated default scenario contemplates a
      default stemming from constrained liquidity, cost overruns,
      and operational delays in the ramp-up of the company's
      projects.

The stable outlook reflects S&P's view that BBTS will maintain
adequate liquidity, successfully execute its 2014 growth strategy,
and reduce leverage over the next 12 to 24 months.  Specifically,
the successful completion and performance of BBTS' fractionation
facility will be a critical factor to position the company for a
positive ratings action.  S&P expects key credit measures will
remain weak in the near term.  S&P could lower the rating if
capital cost overruns, operational challenges, or weak commodity
prices cause weaker liquidity, such that the company becomes
vulnerable to a near-term default.  A higher rating is possible if
BBTS executes its growth plans, while maintaining adequate
liquidity and achieving financial leverage of 4.5x to 5x.


BERRY PLASTICS: Posts $12 Million Net Income in Second Quarter
--------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to the Company of $12 million on $1.21
billion of net sales for the quarterly period ended March 29,
2014, as compared with net income attributable to the Company of
$1 million on $1.15 billion of net sales for the quarterly period
ended March 30, 2013.

For the two quarterly periods ended March 29, 2014, the Company
reported net income attributable to the Company of $18 million on
$2.35 billion of net sales as compared with a net loss
attributable to the Company of $9 million on $2.22 billion of net
sales for the two quarterly periods ended March 30, 2013.

For the March 2014 quarter, the Company's net sales increased by 5
percent to $1,210 million from $1,150 million in the March 2013
quarter.  The year-over-year increase was primarily attributed to
increased selling prices due to higher material costs along with
sales from our acquisitions of Graphic Packaging's Flexible
Plastics and Film business and Qingdao P&B.

As of March 29, 2014, the Company had $5.36 billion in total
assets, $5.50 billion in total liabilities, $12 million in
noncontrolling interest and a $147 million total stockholders'
deficit.

"The March 2014 quarter was impacted by challenges related to this
year's winter season in the United States and increases in the
costs of our raw materials," said Jon Rich, Chairman and CEO of
Berry Plastics.  "Despite those effects we still achieved a 5
percent increase in net sales and had similar free cash flow
versus the prior year.  We took actions on pricing and cost
reductions in the quarter and are encouraged by recent increases
in demand."

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

                         http://is.gd/1gCdDR

                         About Berry Plastics

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

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

                           *     *     *

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

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

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


BIG M: Authorized to Pay $53,372 in Utility Charges to ConEd
------------------------------------------------------------
The U.S. Bankruptcy Court has authorized Big M, Inc., to pay
$53,372 of postpetition utility charges to Consolidated Edison
Solutions, Inc.

The payment will be from funds contained in the utility bank
account that the Court approved as adequate assurance of payment
pursuant to the Court's final order prohibiting utility companies
from discontinuing, altering or refusing service on account of
prepetition invoices.

Totowa, New Jersey-based Big M, Inc., filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013, with Salus
Capital Partners, LLC, funding the Chapter 11 effort.  Judge
Donald H. Steckroth presides over the case.

At the time of the bankruptcy filing, Big M was the owner of
Mandee, Annie sez, and Afazxe Stores.  The Mandee brand is a
juniors fashion retailer with 84 stores in Illinois and along the
East Coast. Annie sez is a discount department-store retailer for
women with 35 stores. Afaze is 10-store jewelry and accessory
chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

Attorneys at Becker Meisel LLC serve the Debtor as conflicts
counsel.

The Debtor disclosed $21,384,430 in assets and $21,374,057 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Cooley
Godward Kroish, LLP, as its counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as
its financial advisor.

In mid-2013, the Bankruptcy Court authorized the Debtor to sell
substantially all of its assets to YM LLC USA, formerly known as
YM Inc USA.


BOMBARDIER RECREATIONAL: Moody's Affirms B1 CFR; Outlook Positive
-----------------------------------------------------------------
Moody's Investors Service revised Bombardier Recreational Products
Inc.'s (BRP) ratings outlook to positive from stable and affirmed
the company's B1 corporate family rating (CFR), B1-PD probability
of default rating, Ba1 senior secured revolving credit facility
rating, and B1 senior secured term loan rating. Moody's also
assigned BRP a first time speculative grade liquidity rating of
SGL-2, indicating good liquidity.

"The outlook change to positive reflects increased potential for a
ratings upgrade within the next 12 to 18 months given the strength
in BRP's business profile, expectations for improved credit
metrics, and the likelihood of further declines in financial
sponsor ownership", says Peter Adu, Moody's lead analyst for BRP.
"Also, while first half results in fiscal 2015 will be materially
weaker due to weather-related effects, uncertainties in Russia,
and increased production ramp-up and marketing costs, Moody's
expect stronger results in the second half to more than offset,
driven by new model introductions and low dealer inventory of
snowmobiles in North America, and volume growth from dealer
network expansion", Mr. Adu further added.

Ratings Affirmed:

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

$350 million secured revolving credit facility due May 2018, Ba1,
LGD1, 8% from (LGD1, 7%)

US$792 million secured term loan due January 2019, B1, LGD3, 46%
from (LGD4, 52%)

Outlook:

Changed to Positive from Stable

Rating Assigned:

Speculative Grade Liquidity, SGL-2

Ratings Rationale

BRP's B1 CFR primarily reflects the cyclical demand for its high-
priced, discretionary products and the inherent volatility in its
earnings. Macroeconomic conditions influence demand for the
company's products and the rating assumes only modest volume
growth into the medium term due to volatile consumer confidence,
over-leveraged households and high unemployment levels. The rating
considers BRP's well-recognized global brands and leading market
positions, efficient management of dealer inventory levels, and
demonstrated ability to successfully launch new products. BRP has
no publicly stated leverage target and while further penetration
of established products and new product introductions will drive
modest improvement in results, Moody's expects leverage (adjusted
Debt/ EBITDA) to be maintained around 3x through the next 12 to 18
months. The rating assumes that financial sponsor ownership will
steadily decline over time and debt-funded dividends will not
occur.

Moody's considers BRP's liquidity position as good, reflected by
the SGL-2 rating. This is supported by $330 million of
availability under its $350 million revolver due in May 2018 and
annual free cash flow above $100 million. Due to prepayments in
Q2/14, BRP does not have scheduled term loan repayments through
2019. While BRP's operations will continue to generate positive
free cash flow annually for the foreseeable future, periodic
working capital swings coupled with backstops to dealer floorplan
programs drive the need for the company to maintain good liquidity
in Moody's view. BRP does not have to comply with any financial
covenant unless its excess availability falls below $100 million,
to which it will have to meet a minimum fixed charge coverage of
1.1x. Moody's does not expect this covenant to be restrictive for
the foreseeable future.

The outlook is positive because Moody's expects further
improvement in BRP's credit metrics through the next 12 to 18
months while the potential for additional debt-funded dividends to
its principal owners is diminished.

The rating would be upgraded if BRP sustained adjusted Debt/EBITDA
below 3x and EBITA/Interest above 3.5x. The ratings could be
downgraded should increased debt levels, cash distributions to
principal owners or earnings shortfalls result in adjusted Debt/
EBITDA being sustained above 4x and EBITA/ Interest below 2x.

Bombardier Recreational Products Inc. is a leading global
manufacturer of motorized recreational products. Revenue for the
year ended January 31, 2014 was $3.2 billion. The company is
headquartered in Valcourt, Quebec, Canada.


CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.41 cents-on-the-dollar during the week ended Friday, May 2,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.32 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: Offering of 7 Million of Common Shares
-------------------------------------------------------------
Caesars Entertainment Corporation commenced an underwritten public
offering of 7 million shares of its common stock.  Caesars expects
to grant the underwriter of the offering an option to purchase up
to 1.05 million additional shares of its common stock.  Caesars
and its financial sponsors, affiliates of TPG Capital LP and
Apollo Global Management, LLC, have agreed to a lock-up (subject
to certain exceptions) for a period of 60 days after the date of
the prospectus supplement for the offering.

Citigroup is acting as the sole underwriter for the offering.

The securities are being offered by Caesars pursuant to a
registration statement on Form S-3 previously filed and declared
effective by the Securities and Exchange Commission.  The offering
will be made only by means of a prospectus supplement and related
prospectus.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CANADIAN ENERGY: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit rating on Calgary, Alta.-based consumable
chemical solutions provider Canadian Energy Services & Technology
Corp. (CESTC).  The outlook is stable.  At the same time, Standard
& Poor's affirmed its 'B' issue-level rating and '4' recovery
rating on CESTC's unsecured notes.

"The ratings reflect our view of CESTC's "vulnerable" business
risk profile and "aggressive" financial risk profile," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.

S&P has revised CESTC's business risk profile to "vulnerable" from
"weak" based on its view of the company's profitability, which S&P
deems to be in line with that of other oilfield service peers.
S&P revised the company's financial risk profile to "aggressive"
from "highly leveraged" to reflect lower cash flow volatility
associated with its more stable production and specialty chemicals
business.

CESTC is a small consumable chemical solutions provider operating
exclusively in Canada and the U.S.  It provides drilling fluids
and production and specialty chemicals to the oil and gas
industry. CESTC's vulnerable business risk profile reflects S&P's
view of the company's exposure in the highly cyclical drilling
industry, limited geographic diversity, a very competitive market,
and S&P's expectation of some revenue stability associated with
the production and specialty chemicals business.

CESTC's revenue is exposed to the highly cyclical onshore drilling
sector (70%-75% of 2013 revenues); drilling volatility is very
high and sensitive to commodity prices.  S&P believes a drop in
drilling activity will negatively affect the company's drilling
fluids segments and, therefore, revenues and EBITDA margins.
CESTC's operations in the production and specialty chemicals
business somewhat offset our assessment of the company's revenue
volatility.  S&P views the segment's revenues (15%-25% of 2013
revenues) as less volatile because they are exposed to the more
stable part of a well's producing life than the drilling part and
also to the midstream business.  S&P views growth in this segment
as credit-enhancing.

The stable outlook reflects S&P's view that in the next few years
CESTC will be able to maintain its strong EBITDA margin at about
17%-20% while benefitting from its 2013 acquisitions.  S&P expects
the company's operations to benefit from increased horizontal
drilling activity in North America.  S&P's expectation is that
during its forecast period, the company's debt-to-EBITDA will stay
below 3.0x through 2015.  At current EBITDA and debt levels, CESTC
has sufficient debt capacity to borrow the full commitment under
its revolving credit facilities without affecting the ratings.

S&P could take a negative rating action if it expects drilling
activity to fall significantly such that CESTC is unable to
maintain its forecasted EBITDA margins, leading to FFO-to-debt
falling below 30% without a clear plan for improvement.  This
could occur if revenues fall by more than 20% at current margin
levels.  Also, aggressive financing of growth (for instance,
through acquisitions) or shareholder-friendly initiatives that
increase leverage without prospects for rapid deleveraging would
lead us to revisit S&P's ratings and outlook.

A positive rating action, which S&P views unlikely in the near
term, would depend on improving business risk profile or financial
risk profile.  For example, if CESTC significantly increases its
product and geographic diversity and reduces its revenue exposure
to the volatile drilling cycle significantly, S&P could move the
business risk profile to "weak".  Moreover, S&P would expect debt-
to-EBITDA to remain below 3.0x while the company improves its
competitive position.  On the other hand, if the company's FFO-to-
debt improves to above 45% on a sustained basis, S&P could
consider a positive action.


CCS MEDICAL: S&P Withdraws 'CCC' CCR at Company's Request
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'CCC' corporate credit, rating on Dallas-based mail order
medical supply distributor, CCS Medical Inc., at the company's
request.  The rating outlook was developing at the time of
withdrawal.


CD STORES: Carol's Daughter Founder Clarifies Bankruptcy Filing
---------------------------------------------------------------
Lisa M. Price, founder of Carol's Daughter, sent a letter to
UPTOWN Magazine to clarify the company's Chapter 11 bankruptcy
filing.

"Carol's Daughter is still going strong after twenty-one years and
the future has never looked brighter.  As part of our increased
focus on new retail channels, we have decided to close five of our
stories.  This was portrayed as if we are having some challenges,
but nothing could be further from the truth," Ms. Price wrote.

A copy of Ms. Price's letter posted on UPTOWN's Web site is
available at http://is.gd/Rsp6ot

                         About CD Stores

Entities affiliated with beauty products company Carol's Daughter
filed for Chapter 11 bankruptcy protection April 24, 2014 (Bankr.
S.D.N.Y. Lead Case No. 14-11192) in Manhattan.  The filing
entities are CD Stores LLC and its retail affiliates: CD Store
125th, LLC; CD Store Atlantic Terminal, LLC; CD Store Roosevelt
Field, LLC; CD Store Pentagon City LLC; CD Store Newport Centre,
LLC; CD Store Fox Hills, LLC; and CD Store Lenox Square, LLC.

The Debtors' primary business is the marketing and sales of
natural hair, body, and skincare beauty products under the name
"Carol's Daughter," from retail stores located in New York, New
Jersey, Georgia, Virginia, and California.  Carol's Daughter has
been known for its natural beauty products for more than 20 years.

Debtor CD Stores does not operate a retail location, and has no
employees, but it is the sole member of the Retail Debtors, and
guarantor with respect to certain lease agreements for Debtor
125th, Debtor Roosevelt Field, Debtor Lenox, Debtor Newport,
Debtor Fox, and Debtor Pentagon.

Debtor CD Stores is wholly owned by Carol's Daughter Holdings,
LLC, a New York limited liability company.  CD Holdings is the
sole member of Debtor CD Stores, and Carol's Daughter Products,
LLC, a Delaware limited liability company.

Neither CD Holdings nor CD Products have sought bankruptcy
protection.  CD Holdings and CD Products focus on the marketing
and sales of Carol's Daughter beauty products direct to consumers,
through CarolsDaughter.com, a website owned and operated by
Carol's Daughter Online, LLC1, as well as to wholesale vendors.
The Debtors are not involved in the online marketing and sales of
Carol's Daughter beauty products.

CD Stores estimated assets and debts each in the $1 million to $10
million range.  As of April 20, 2014, the Debtors, on an unaudited
basis, had total assets with a book value of $280,435 and total
liabilities of roughly $7,050,016.

Judge Shelley C. Chapman presides over the cases.  Gerard R.
Luckman, Esq., and Adam L. Rosen, Esq., at Silverman Acampora LLP,
serve as the Debtors' counsel.

The petitions were signed by John D. Elmer, chief financial
officer, chief operating officer.


CHAORI SOLAR: Creditor Seeks Bankruptcy Steps for Firm
------------------------------------------------------
Reuters reported that a creditor sought bankruptcy restructuring
for Chaori Solar, the firm that caused ripples in world markets
with China's first domestic bond default, and the company said it
had not yet agreed any deal to stay solvent.

According to the report, metals and materials company Shanghai
Yihua applied to Shanghai's intermediate court to put the solar
equipment company into bankruptcy restructuring, Chaori said in a
filing to the Shenzhen stock exchange.

"The creditor filed the application because of Chaori Solar's
inability to pay the debts due and to stay solvent," Chaori said
in the filing, adding that it was uncertain whether the court
would accept the application, the report related.

Chairman Ni Kailu of the company, the full name of which is
Shanghai Chaori Solar Energy Science and Technology Co Ltd, has
been in talks with several parties to seek funds to help it stay
afloat, the report further related.  But it said in a separate
announcement that the chairman's efforts have been fruitless so
far.

"Due to the company's huge debt, stakes that are being frozen, and
the deteriorating business operations, Chairman Ni Kailu has been
unable to reach any agreement yet," the statement said, the report
added.

Headquartered in Shanghai, China, Shanghai Chaori Solar Energy
Science & Technology Co., Ltd. engages in the research,
development, and manufacture of solar solutions in the People's
Republic of China, rest of Asia, Europe, North America, and
Oceania. The company offers crystalline modules, such as mono
modules, poly modules, black pearls, and T-modules; crystalline
silicon solar cells; wafers; ingots and chunks; and solar lamps.


CHINA CERAMICS: Delays Filing of Fiscal 2013 Annual Report
----------------------------------------------------------
China Ceramics Co., Ltd. on May 2 disclosed that on May 1, 2014 it
filed a notification on Form 12b-25 with the Securities and
Exchange Commission of the Company's inability to timely file its
Annual Report on Form 20-F for the year ended December 31, 2013.
The audit of the Company's consolidated financial statements for
the year ended December 31, 2013 has not been completed.  On
April 30, 2014, the Company terminated the engagement of Grant
Thornton (Shanghai, PRC) ("GT") as its principal independent
registered public accountants.  Following the GT termination, the
Company engaged Crowe Horwath (HK) CPA Limited ("CHHK") as the
Company's principal independent registered public accountant to
audit the Company's financial statements for the fiscal years
ended December 31, 2013, 2012 and 2011, as well as to perform
services related to the auditing of those financial statements.
The Audit Committee and the Board of Directors voted to terminate
GT's engagement and to engage a new auditing firm on April 27,
2014, and on April 30, 2014 the Audit Committee and the Board of
Directors approved the engagement of CHHK. CHHK was formally
engaged on May 1, 2014.  The Company anticipates that the
completion of the audit process and subsequent filing of the 2013
Annual Report on Form 20-F will occur within ninety days of the
date of this press release.  Further information regarding the
above-disclosed circumstances will be provided in a Report on Form
6-K which the Company intends to file within a few days.  In a
related event, The Nasdaq Stock Market halted trading in the
Company's securities pending the issuance by Nasdaq of information
requests and Nasdaq's receipt of the Company's responses to those
requests.  The Company intends to cooperate fully with Nasdaq's
inquiry.  However, based on Nasdaq's communications with the
Company, the Company does not expect trading to recommence on
Nasdaq until all of the Company's periodic reports have been
filed.  There can be no assurance that trading will recommence or
when it may recommence.  Moreover, it is possible that Nasdaq may
seek to delist the Company's securities based upon the Company's
failure to timely file its periodic reports before the Company is
able to regain compliance with its reporting requirements.  If
there is an extended trading halt, there is a possibility that
trading could occur on the OTCBB or the pink sheets.

On May 1, 2014, the Company received a letter from the Director,
Listing Qualifications, Nasdaq (the "Letter"), informing the
Company that it no longer complies with the Nasdaq requirements
for continued listing set forth in Nasdaq Listing Rule 5250(c)(1),
which requires the timely filing of periodic reports.  The
non-compliance cited in the letter was the result of the Company's
failure to timely file its Annual Report on Form 20-F for the year
ended December 31, 2013.  The Letter states in part that the
Company has the opportunity to submit a plan prior to June 2, 2014
that addresses the details of the Company's plan to regain
compliance with the Nasdaq Marketplace Rules.  Further information
regarding the Letter may be found in the Company's separate press
release addressing the Letter that will be issued later this day
and that is entitled "China Ceramics Announces Receipt of Nasdaq
Non-Compliance Letter & Opportunity To Submit A Plan of
Compliance."

Changes In Board Constituency

On April 27, 2014, following the Audit Committee determination to
terminate GT and to engage a new auditing firm, William L.
Stulginsky, the former Chairman of the Audit Committee, tendered
his resignation as an independent director and Chairman of the
Audit Committee.  Following Mr. Stulginsky's resignation, the
Board appointed Liu Jianwei, an independent member of the Board,
to the office of the Chairman of the Audit Committee, effective
immediately.  Mr. Liu was appointed to the Board on January 7,
2014.  Prior to this Chairmanship appointment, he served as a
member of the Board's Audit Committee, Compensation Committee and
Nominating Committees, respectively, and he continues to serve on
each of those Committees.  On April 28, 2014, Su Pei Zhi tendered
his resignation as a Board member to ensure that a majority of the
Board of Directors continued to consist of independent directors.
As a result of the above-described changes to the Board
constituency, the Board includes three independent directors,
Liu Jianwei, Shen Chengliang and Cheng Yan Davis, and two
executive directors, Huang Jia Dong and Su Wei Feng.

Write Down of Assets in the Fourth Quarter of 2013

During the course of the preparation of its 2013 financial
statements, the Company identified certain adjustments in the
fourth quarter in connection with a write down of assets resulting
from unused capacity at the Company's Hengdali facility.  The
Company's Hengdali facility utilized capacity capable of producing
eight million square meters of ceramic tiles annually in 2013 out
of an annual productive capacity of 30 million square meters.  The
Company's current estimate of the asset write-down for the fourth
quarter is approximately $7.5 million.

Preliminary Unaudited Financial Results for the Fourth Quarter of
2013

Revenue for the fourth quarter ended December 31, 2013 was
RMB220.3 million (US$36.5 million), a decrease of 10.2% as
compared to the fourth quarter of 2012.  The year-over-year
decrease in revenue was due to an 11.5% decrease in sales volume
to 7.7 million square meters of ceramic tiles.  The Company
attributes its reduced revenue to improved but still recovering
business conditions in China's real estate and construction
sectors as a result of the difficult market conditions that began
in late 2012.  Gross profit for the fourth quarter ended
December 31, 2013 was RMB6.4 million (US$1.1 million), a decrease
of 78.2% as compared to the fourth quarter of 2012.  The year-
over-year decrease in gross profit margin was caused by higher raw
material prices, a change in product mix towards lower profit
margin products and an increased inventory provision which
increased cost of sales.  Of the total cost of sales for the
quarter ended December 31, 2013, RMB12.7 million (US$2.1 million)
related to a provision for inventory that was aging as compared to
RMB3.2 million (US$0.5 million) for the quarter ended December 31,
2012.

Preliminary Unaudited Financial Results for the Fiscal Year ended
December 31, 2013

Revenue for the year ended December 31, 2013 was RMB932.9 million
(US$151.9 million) a decrease of 35.4% as compared to RMB1,444.9
million (US$ 230.7 million) from year ended December 31, 2012.
The year-over-year decrease in revenue was mainly was due to a
24.8% decrease in the sales volume of ceramic tiles to 34.7
million square meters in the year ended December 31, 2013 from
46.2 million square meters in the same period in 2012 and a 14.1%
decrease in the Company's average selling price, which decreased
to RMB26.9($4.4) per square meter for the year end 2013 per square
meter compared to RMB31.3($5.0) per square meter for the year end
2012.  The Company attributes its reduced sales volume in fiscal
2013 to the continued challenging business conditions in China's
real estate and construction sector.  However, the Company
believes that the decrease in the pricing of its ceramic tile
products is temporary and that product pricing will revert to
normal levels once business conditions improve.  Gross profit was
RMB67.0 million (US$ 10.9 million), down 82.4% from RMB381.0
million (US$60.8 million) for the year ended December 31, 2012.
The year-over-year decrease in gross profit margin was primarily
driven by a decrease in its average selling price and an increase
in materials and labor costs.

                 About China Ceramics Co., Ltd.

China Ceramics Co., Ltd. -- http://www.cceramics.com-- is a
manufacturer of ceramic tiles in China.  The Company's ceramic
tiles are used for exterior siding, interior flooring, and design
in residential and commercial buildings. China Ceramics' products,
sold under the "Hengda" or "HD", "Hengdeli" or "HDL", the "TOERTO"
and "WULIQIAO" brands, and the "Pottery Capital of Tang Dynasty"
brands, are available in over 2,000 style, color and size
combinations and are distributed through a network of exclusive
distributors as well as directly to large property developers.


CIT GROUP: 1Q Results at CEO John Thain's Firm Come Up Short
------------------------------------------------------------
Andrew R. Johnson, writing for The Wall Street Journal, reported
that John Thain's bid to rebuild CIT Group Inc. suffered a setback
when the business lender reported a surprise 33% drop in net
income, missing analysts' estimates for the third time in five
quarters.

According to the report, Mr. Thain, 58 years old, joined CIT as
chairman and chief executive after the bank emerged from Chapter
11 bankruptcy, still bogged down with high-cost debt. His task:
cut its debt burden, boost its deposits and slim its international
operations.

While he has made progress on a number of fronts, the bank remains
in flux, leaving investors unsure of its profit potential, the
report related.  CIT's first-quarter net income of 55 cents a
share was 32 cents less than analysts surveyed by Thomson Reuters
had projected.

The lender was squeezed in two ways, the report noted.  CIT
continued to shrink its international operations, which boosted
expenses. At the same time, the sale of a portfolio of student
loans weighed on fee income.

The moves weren't a surprise, but analysts had trouble forecasting
their effect on CIT's results, the report added.  While they are
encouraged by the progress Mr. Thain is making in turning the
company around, some analysts are growing frustrated with CIT's
unpredictability.

                         About CIT Group

Bank holding company CIT Group Inc. and affiliate CIT Group
Funding Company of Delaware LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged
Chapter 11 plan of reorganization.  Evercore Partners, Morgan
Stanley and FTI Consulting served as the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as
legal counsel in connection with the restructuring plan.  Sullivan
& Cromwell served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                          *     *     *

The Troubled Company Reporter, on Jan. 10, 2013, reported that
Moody's Investors Service upgraded the corporate family and senior
unsecured ratings of CIT Group Inc. to Ba3 from B1. Moody's
affirmed the Ba3 rating assigned to CIT's senior bank credit
facility. The outlook for CIT's ratings is stable.  The TCR also
reported on Feb. 14, 2013, that Standard & Poor's Ratings Services
said that it revised the outlook on its 'BB-' long-term issuer
credit rating on CIT Group Inc. to positive from stable.  Standard
& Poor's also said that it affirmed the 'BB-' long-term issuer
credit rating on CIT.

DBRS Inc., on Feb. 3, 2014, rated CIT Group Inc.'s Issuer Rating
at BB with a Positive trend, considering considers CIT Group's
4Q13 results as evidencing the strength of the Company's
commercial lending franchise with solid expansion in funded
volumes in a highly competitive market.  Moreover, despite a
number of one-time items that resulted in lower YoY results, DBRS
sees the Company's underlying results as sound despite the
expected compression in adjusted finance margins and operating
expenses that remain above Company targets.


CITGO PETROLEUM: Fitch Affirms 'BB-' IDR & Revises Outlook to Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for
CITGO Petroleum Corporation (CITGO) at 'BB-' and the company's
senior secured ratings (including the revolver, term loans, and
fixed-rate industrial revenue bonds [IRBs]) at 'BB+'.  The Rating
Outlook has been revised to Negative from Positive.  The recent
downgrade of CITGO's ultimate parent PDVSA is the main reason for
the revision in Outlook at CITGO.

Approximately $1.08 billion in balance sheet debt is affected by
today's rating action.

Key Ratings Drivers

CITGO's ratings are supported by the scale and quality of the
company's refining assets, with three high-complexity refineries
consisting of approximately 749,000 barrels per day (bpd) of
refining capacity on the Gulf Coast and Midcontinent; significant
access to price-advantaged Canadian and U.S. shale crudes,
resulting in strong financial performance and free cash flow
(FCF); the company's export capability out of the Gulf that allows
it to access higher growth markets abroad, especially distillates;
the impact of recent reductions in balance sheet debt; and strong
covenant protections in the senior indenture, which limit the
ability of CITGO's parent to dilute CITGO's credit quality.  Other
considerations include the historical use of CITGO by its parent
as a cash cow, and the historical volatility of refining.

Linkage to PDVSA

These positives are balanced by CITGO's strong operational linkage
to parent Petroleos de Venezuela, S.A. (PDVSA) which is evidenced
through CITGO's contracts to take approximately 250,000 bpd of
PDVSA crude at its Gulf coast refineries, frequent appointment of
PDVSA personnel to CITGO executive and board positions, and
procurement services agreements between CITGO and PDVSA.  At the
end of March, Fitch downgraded the IDR of PDVSA from 'B+' to 'B'
and revised its Outlook from Stable to Negative, citing PDVSA's
inextricable linkage to the government of Venezuela, which in turn
has experienced heightened macroeconomic instability, delays in
implementation of policies to address rising inflation,
distortions in the foreign exchange (FX) market and deterioration
in external accounts.

Favorable Crude Spreads

CITGO has benefited from wide discounts associated with landlocked
WTI and other interior North American crudes, as embodied in the
Brent-WTI gap (average of approximately $8.00/barrel year-to-date)
versus historical spreads in the +/-$3/barrel range).  While this
spread has narrowed considerably from the $16 - $20/barrel level
seen in 2011, it remains historically wide and has provided robust
cash generation for refineries positioned to take advantage of it
and other discounted regional crudes. CITGO can run up to 200,000
bpd of such discounted crudes in its Gulf Coast system, and
approximately 100,000 bpd of Canadian heavy crudes at its 167,000
bpd Lemont, IL refinery.  It is worth noting that this spread has
held up despite a flood of logistics projects that have come
online to move crude to consumption centers on the coasts.
Current forward prices for oil suggest that a healthy discount
will continue at least over the next several years.

Strong Stand-Alone Credit Metrics

CITGO's credit metrics are very strong for the rating category. As
calculated by Fitch, at Dec. 31, 2013, CITGO's total debt and
capitalized lease obligations fell to $1.34 billion versus $1.37
billion the year prior and $2.2 billion in 2009.  Debt reduction
came from scheduled amortizations of the company's term loans as
well as its capitalized hydrogen plant leases.  EBITDA declined
moderately to $1.66 billion but remained at very strong levels,
resulting in debt/EBITDA leverage of just 0.8x and EBITDA/interest
coverage of 11.6x.  The company's free cash flow declined to -
$344.9 million as of YE 2013 but this was primarily driven by a
distribution to its parent PDVSA of $887 million.  Absent that
distribution, FCF would have been +$542 million, given CITGO's
strong cash flow from operations and relatively light capex.  It
is important to note in this regard that CITGO's restricted
payment basket caps the company to distributing cumulative net
income levels.  Following the $887 million distribution, the
allowed dividend basket has fallen to $87 million in Q1.  Looking
forward, Fitch expects CITGO will be modestly FCF positive in its
base case across the next two years.

Liquidity

CITGO's liquidity was ample at year-end 2013 and totaled $984.3
million.  This included $102.3 million in cash; $739 million in
availability on its main secured $750 million revolver; and $143
million in A/R Securitization availability.  The company's secured
revolver expires in June 2015, while its A/R Securitization
facility, which has a maximum capacity of $450 million, is renewed
annually.  In addition to this, CITGO has $290 million in
repurchased Industrial Revenue Bonds (IRBs), which were held in
Treasury and can be remarketed at the company's discretion.
Additional liquidity could come from the sale of other assets, or
the liquidation of excess inventory (total crude + product
inventories increased to 32.7 million barrels at the end of the
year, versus more typical levels in the 27-28 million barrel
level).  Headroom on key financial covenants was good and included
a debt-to-cap ratio of 32.8% (versus a 60% max), and interest
coverage of 15.7x versus (versus a minimum of 3.0x).  Near-term
maturities are manageable, but the company has $861 million due in
2017.

Other Liabilities

CITGO's other obligations are manageable. The deficit on the
funded status of CITGO's Pension Benefit Obligation (Pension
Assets - PBO) declined to -$192.7 million from -$353.5 million the
year prior.  The main sources of improvement stemmed from
actuarial gains, and better returns on plan assets.  CITGO
estimates it will contribute $68 million into qualified plans in
2014. CITGO's asset retirement obligation (ARO) was essentially
unchanged at $18.76 million and was primarily linked to asbestos
remediation.  Rental expense for operating leases rose to $170
million in 2013 and is comprised of leases for product storage,
office space, marine chartered vessels, computer equipment and
equipment used to store and transport feedstocks and refined
products.

Covenant Protections

It is important to note that there are relatively robust covenant
protections in CITGO's secured debt which restrict the ability of
its parent to dilute CITGO's credit quality.  These include a
debt/cap maximum of 60%, with a lower 55% test for purposes of
making distribution to the parent; and a restricted payment basket
which limits the ability of CITGO to make distributions to its
parent.  The $300 million in 2017 11.5% notes contain 'fall-away'
covenant provisions which eliminate certain covenants in the event
CITGO achieves Investment Grade status (including the restricted
payment basket).  These are reinstated if CITGO's debt
subsequently falls back into high yield.  No other portions of
CITGO's debt contain such provisions.

The notching between CITGO's IDR and secured ratings reflects the
strength of the underlying security package, which was expanded in
2010 to include the 167,000 bpd Lemont refinery, in addition to
CITGO's Lake Charles and Corpus Christi refineries, and select
petroleum inventories and accounts receivables.

Ratings Sensitivities

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Continued strong financial performance at CITGO centered on
    maintenance of low debt/EBITDA leverage ratios and continued
    positive FCF;

-- Improved ratings at the parent level.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- A downgrade at the parent level;

-- A collapse in refining fundamentals or sustained operational
    problem at one or more refineries;

-- Weakening or elimination of key covenant protections contained
    in the senior secured debt through refinancing or other means.

Note that this last action in particular would weaken the notching
rationale between parent and subsidiary, as the ring fencing
created by the secured debt covenants offer substantial
protections to all CITGO debtholders.

Fitch has affirmed the following:

CITGO

-- IDR at 'BB-';
-- Senior secured credit facility at 'BB+';
-- Secured term loans at 'BB+';
-- Secured notes at 'BB+';
-- Fixed-rate IRBs at 'BB+'.


CITRUS MEMORIAL: Fitch Lowers Rating on $37.4 Million Bonds to 'C'
------------------------------------------------------------------
Fitch Ratings has downgraded the rating on approximately $37.4
million series 2002 bonds issued by the Citrus County Hospital
Board (Citrus Memorial Health Foundation, Inc.) on behalf of
Citrus Memorial Hospital (CMH) to 'C' from 'B-'.

The bonds remain on Rating Watch Evolving.

SECURITY

The series 2002 bonds are secured by a pledge of gross revenues of
the Foundation and a debt service reserve fund.

KEY RATING DRIVERS

DOWNGRADE REFLECTS POTENTIAL PAYMENT DEFAULT: The rating downgrade
to 'C' reflects CMH's very limited options if the current
negotiations of the sale/lease of CMH to Hospital Corporation of
America (HCA) cannot be completed in a timely manner.   Given a
deterioration in its cash position and the violation of its days
cash on hand covenant, CMH is at risk for a potential debt
acceleration scenario.  As of Feb. 28, 2014, CMH had $12.2 million
of unrestricted cash and investments compared to $45.6 million of
debt outstanding.

RATING WATCH EVOLVING: The Rating Watch Evolving is maintained
because if the HCA transaction is completed, CMH's bonds would be
defeased, which is viewed positively.

RATING SENSITIVITIES

COMPLETION OF PENDING TRANSACTION: The failure to finalize the
transaction with HCA would limit the options CMH has for avoiding
a bankruptcy.

CREDIT PROFILE

Citrus Memorial Hospital is a 198-bed community hospital located
in Inverness, FL, approximately 75 miles north of Tampa.  In
fiscal 2013 (Sept. 30 year-end), CMH had $148 million in total
operating revenue.  Citrus Memorial Health Foundation operates CMH
under a long-term lease with CCHB.  From 2009, the Foundation and
CCHB have been involved in a legal dispute regarding future
operational control of the facility.

DEBT ACCELERATION RISK

The rating downgrade to 'C' from 'B-' reflects Fitch's concern
that CMH may be faced with a potential accelerated debt payment
scenario, which would most likely put CMH into bankruptcy.

CMH's outstanding debt as of Sept. 30, 2013 includes the $37.5
million series 2002 bonds and $8 million bank loan with BBVA.
Under the bank loan with BBVA, the failure to meet its days cash
on hand covenant (50 days) would be an event of default if
declared by the bank.  CMH obtained a forbearance agreement from
BBVA that only extends until June 30, 2014 and the various terms
include making progress on the HCA transaction and maintaining at
least 20 days cash on hand.  As of Feb. 28, 2014, Citrus had 31
days cash on hand.

The 'C' rating incorporates the risk that the bank can accelerate
the debt, which would cross default with the series 2002 bonds and
the debt acceleration would likely leave CMH with no other options
besides bankruptcy.

A letter of intent (LOI) was signed by CCHB, CMHF and HCA on
Jan. 10, 2014.  Management is hopeful to have a signed definitive
agreement (DA) with HCA in place by May 31, 2014.

WEAK FINANCIAL PROFILE

The rating downgrade also incorporates CMH's continued weak
financial profile.  Specifically, unrestricted cash and
investments dropped to $12.2 million in fiscal 2014 (five-month
interim) from $14.7 million in fiscal 2013.  CMH's balance sheet
metrics are weak at 31.2 days cash on hand, 2.9x cushion ratio,
and 26.8% cash to debt, which Fitch views as a primary credit
concern.  Overall, Fitch believes CMH's balance sheet leaves the
organization with no financial cushion.

Through the same period, CMH recorded an operating loss of
$1.8 million, which translated into a negative 3.1% operating
margin and 3.9% operating EBITDA margin. CMH's poor profitability
led to low debt service coverage by EBITDA and operating EBTIDA of
1.4x and 1.3x, respectively.

DISCLOSURE

CMH covenants to provide quarterly disclosure by written request
to bondholders who hold more than $1 million in bonds and
distributes annual financial statements to the MSRB's EMMA system.


CLEAREDGE POWER: Files Chapter 11 After Closing Doors in April
--------------------------------------------------------------
Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case Nos. 14-51955, 14-51955 and 14-51960) on May 1, 2014,
in San Jose.  Affiliates ClearEdge Power, LLC, and ClearEdge Power
International Service, LLC, are based in South Windsor,
Connecticut, where the manufacturing operations are located.

ClearEdge designs, manufactures, sells and services distributed
generation fuel cell systems for commercial, industrial, utility
and residential  applications.

Initial court documents indicate Judge Charles Novack was assigned
to handle Power Inc.'s case, while Judge Stephen L. Johnson was
assigned to Power LLC's case.  Judge Arthur S. Weissbrodt was
assigned to oversee Power International's case.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.

Hartford Business reported the Company abruptly closed its
business on April 24.  An attorney for the Company wrote to state
officials the next day to explain that ClearEdge had been hoping
to sign a significant contract with a customer, but it got
delayed, creating a cash shortage for the company.  ClearEdge
filed a WARN Act notice with the state on April 25 that said the
Company has closed and that 268 workers are affected.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that on May 2, an employee filed a class lawsuit saying he
and other workers were fired en masse on April 25 without 60 days'
notice required by state and federal labor laws.

In a prior report, Hartford Business said Connecticut's Bond
Commission early this year approved a loan package for the Company
worth approximately $1.5 million. The state would forgive $650,000
of the loan if the Company retained 17 jobs and created 80 within
three years. The package also included a $103,000 training grant.
According to the report, Jim Watson, a spokesman for the
Department of Economic and Community Development, said in the
morning of April 25 that the Company had indicated earlier that
month that it no longer wanted the aid package.

ClearEdge bought United Technologies Corp.'s UTC Power division in
late 2012. The business had never turned a profit while under
UTC's ownership.  Finances were made private after the sale,
because ClearEdge is privately held.


COINFLOOR: London's Bitcoin Exchange Hopes to Avoid Mt. Gox Fate
----------------------------------------------------------------
Lisa Fleisher, writing for The Wall Street Journal, reported that
a new London-based bitcoin exchange wants to prove it won't be the
next Mt. Gox -- the now-bankrupt exchange of the online currency -
- by challenging customers to find any whiff of a problem in its
books.

According to the report, the U.K. exchange, called Coinfloor, is
one of the first to try to prove it is solvent by publishing a
list of accounts and balances . . . encoded in a way that account
holders can identify their own accounts.

?We are letting the entire world audit our books, essentially,?
the Journal cited Mark Lamb, Coinfloor's chief executive, as
saying. ?After the bankruptcy of Mt. Gox, we're trying to make a
stand for accountability.?

It is the latest example of a bitcoin business trying to calm
nerves over the safety and reliability of the virtual currency,
the report related.  The five-year-old currency suffered a major
blow in February when Japan-based exchange Mt. Gox shut down and
appeared to have lost track of a half billion dollars' worth of
bitcoin.

Bitcoin enthusiasts say that if there were a way for customers to
check in on their accounts, the problems at Mt. Gox could have
been caught sooner, the report further related.  Coinfloor is one
of a few exchanges trying out this new method, known as ?proof of
solvency.? A few days after Coinfloor published its balances,
Ontario-based Vault of Satoshi did something similar.


CONSTAR INT'L: Has Until July 17 to Remove Prepetition Actions
--------------------------------------------------------------
The Bankruptcy Court extended until July 17, 2014, the time for
Constar International Holdings, now known as Capsule International
Holdings LLC, to file notices of removal of prepetition actions
and related proceedings.

Privately held Constar International Holdings and nine affiliated
debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 13-13281) on Dec. 19, 2013.

This is Constar International's third bankruptcy.  Constar, which
manufactures plastic containers, first filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13432) in December
2008, with a pre-negotiated Chapter 11 Plan and emerged from
bankruptcy in May 2009.  Constar and its affiliates returned to
Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan.
11, 2011, with a pre-negotiated Chapter 11 plan and emerged from
bankruptcy in June 2011.

The 2013 petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Judge Christopher S. Sontchi oversees the 2013 case.

Constar is represented by Michael J. Sage, Esq., Brian E. Greer,
Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq.,
at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher,
Esq., at Young Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC
serves as Constar's claims and noticing agent, and administrative
advisor.  Lincoln Partners Advisors LLC serves as the Debtors'
financial advisor.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

In February 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration
Proceeding follows the closing of the sale of the U.K. assets to
Sherburn Acquisition Limited.  The Delaware Bankruptcy Judge
authorized the U.S. Debtors to sell the U.K. Assets to Sherburn
for GBP3,512,727, (or US$7,046,000), less the deposit in the sum
of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent and agent under the revolving loan facility, consented to
the administration of Constar U.K. and the appointment of the
Joint Administrators.


CP HALL: Excess Insurer Can't Intervene in Chapter 7
----------------------------------------------------
C.P. Hall Company is a former distributor of asbestos and asbestos
products.  It quit that imperiled business in the mid-1980s but
continued in corporate existence as a litigation shell.  Tens of
thousands of separate asbestos claims were filed against it.  It
sought to shift as much of the cost as possible to its liability
insurers; and not until 2011 was it forced to declare bankruptcy,
initially under Chapter 11 but the bankruptcy proceeding was later
converted to Chapter 7 and a trustee was appointed.

Hall had $10 million remaining in insurance coverage from one of
its insurers, itself bankrupt, called Integrity.  But there was a
question whether Integrity's policy actually covered the loss for
which Hall was seeking indemnity under the policy.  The parties
agreed to settle for $4.125 million, and the bankruptcy judge,
whose approval was necessary for the settlement to be valid,
approved it.

Columbia Casualty Company is not a creditor of Hall, but rather an
excess insurer of Hall's asbestos liabilities, with maximum
coverage of $6 million.  Columbia worries that Hall, by virtue of
having settled its insurance claim against Integrity rather than
persisting in the litigation in the hope of obtaining indemnity of
the full $10 million, has increased the likelihood of Columbia's
having to honor its secondary-coverage obligation.  It therefore
filed an objection to the settlement.  The bankruptcy judge
refused to consider the objection, on the ground that Columbia had
no right to object.  Columbia appealed and the district judge
affirmed, precipitating Columbia's further appeal.

The question presented by the appeal to the U.S. Court of Appeals
for the Seventh Circuit is whether a nonparty to a bankruptcy
proceeding should be entitled to intervene in the proceeding.

A three-judge panel of the Seventh Circuit affirmed the District
Court's ruling, holding that the list of persons having a right to
appear and be heard in a bankruptcy case can't include Columbia as
it is neither a creditor of Hall's estate in bankruptcy, a debtor,
and, unlike the U.S. Trustee, a guardian of conduct in bankruptcy
proceedings.  The Seventh Circuit also pointed out that Columbia
is just a firm that may suffer collateral damage from a ruling in
a bankruptcy proceeding.

The appeals case is IN RE: C.P. HALL COMPANY, Debtor, APPEAL OF:
COLUMBIA CASUALTY COMPANY, Objector-Appellant, NO. 13-1306 (7th
Cir.).  A full-text copy of the opinion dated April 24, 2014,
penned by Judge Richard Posner, is available at
http://is.gd/8qF23Afrom Leagle.com.

C.P. Hall Co. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 11-26443) on June 24, 2011, listing under $1 million in both
assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/ilnb11-26443.pdf


DETROIT, MI: Judge Rhodes Approves Disclosure Statement
-------------------------------------------------------
Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, approved on May 5 the
City of Detroit's disclosure statement explaining its Fourth
Amended Plan of Debt Adjustment.

Judge Rhodes found that the Disclosure Statement contains
"adequate information" as defined by Section 1125(a)(1) of the
Bankruptcy Code.  Judge Rhodes overruled all objections to the
Disclosure Statement to the extent not resolved or rendered moot
by the City's amendments, modifications or supplements to the
Disclosure Statement.

One of the major opponents of the City's Plan are its retirees who
are poised to suffer cuts in health care benefits and pensions.
At a City Council, retired workers urged fellow retirees to vote
against the Plan although the City has settled with its retirees
and agreement with a coalition of unions representing more than
one-third of city workers, or about 3,500 employees, the Troubled
Company Reporter previously reported, citing Bill Rochelle, the
bankruptcy columnist for Bloomberg News.  Under the retiree
settlement, the City agreed to increase the contribution toward
retirees' health benefits to $450 million from $280 million.
Police and firefighters' pensions won't be cut, although cost of
living adjustments will be reduced.  Other city workers' pensions
will be trimmed by 4.5%.  Retirees and pensioners have until July
11 to return their ballots.

The City's Fourth Amended Plan, dated May 5, provides that the
City will distribute to the Detroit General VEBA New B Notes in
the aggregate principal amount of $218 million in satisfaction of
the Allowed OPEB Claims held by Detroit General VEBA
Beneficiaries.  The Detroit General VEBA will also be entitled to
contigent additional distributions from the Disputed COP Claims
Reserve.  The City will distribute to the Detroit Police and Fire
VEBA New B Notes in the aggregate principal amount of $232
million.

Judge Rhodes will commence the hearing on plan confirmation on
July 24.  Additional confirmation hearing dates, as necessary,
will be July 25, July 28-31, August 4-8, and August 11-15.  A
final pretrial conference on plan confirmation is set for July 23.

A redlined version of the Fourth Amended Plan is available for
free at http://bankrupt.com/misc/DETROITplan0505.pdf

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Reaches Pension Agreement with Retired City Employees
------------------------------------------------------------------
Lippitt O'Keefe Gornbein, PLLC on May 2 disclosed that the City of
Detroit, working through federal bankruptcy mediators, has reached
an agreement on the treatment of pension and healthcare benefits
with the association representing retired Detroit general city
employees.

The Detroit Retired City Employees Association ("DRCEA") reached
an agreement with the city regarding the proposed Bankruptcy Plan
of Adjustment earlier on May 2.  DRCEA has served the interests of
thousands of Detroit retirees for decades.

"We thank the mediators for their extraordinary work in reaching
this milestone agreement," said Brian O'Keefe, managing partner of
Lippitt O'Keefe Gornbein, PLLC.  "We believe this is a favorable
deal under the current situation and it further clears a path for
the city to emerge from bankruptcy."

Under the agreement, the city retirees will experience a 4.5
percent cut in current pension benefits, as well as a loss of
cost-of-living-allowances, which can be restored depending upon
the performance of the General Retirement System under the Plan of
Adjustment.  Retirees will also have a "meaningful voice" in
governance of the General Retirement System and of a Voluntary
Employees Beneficiary Association (VEBA) that is to be
established.

Lippitt O'Keefe Gornbein, PLLC also represented the Retired
Detroit Police and Fire Fighters Association ("RDPFFA") who
reached a similar agreement with the city on April 15.  The RDPFFA
has about 6,500 members or more than 80 percent of Detroit's
retired police officers and fire fighters.

The DRCEA was founded in 1960 and over the past 53 years has
played an active role in improving and protecting general City
retiree pensions and benefits.  The DRCEA maintains a watch on the
City administration, mayor, City Council and GRS board of
trustees, continually monitoring actions that may affect pension
or retirement benefits.

The DRCEA is the City's largest employee association with almost
8,000 members, which is approximately 75 percent of Detroit's
eligible general retirees.

"Some will criticize the work that we have done and the
recommendation that we are making, but we believe that the terms
we have negotiated provide the best protections that could be
obtained under the circumstances," said Shirley Lightsey,
president of the DRCEA.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: May End Bankruptcy By October, Court Told
------------------------------------------------------
The City of Detroit may emerge from bankruptcy as soon as Oct. 15,
the city's emergency manager said before the U.S. Bankruptcy Court
for the Eastern District of Michigan, Southern Division, Kat
Greene, writing for Law360, reported.

Bankruptcy Judge Steven Rhodes scheduled July 24, 2014, as the
date for the commencement of the hearing on the confirmation of
the City's Plan of Debt Adjustment.  Additional confirmation
hearings, as necessary, will be on July 25, July 28-31, August 4-
8, and August 11-15.  The Bankruptcy Court convened a hearing on
April 28 to consider approval of the disclosure statement and gave
the City until May to file a disclosure statement incorporating
suggestions and rulings made during the April 28 hearing.  The
City, however, asked until May 5 to file the fourth amended and
final disclosure statement for "reasons previously discussed with
Chambers."

At the April 28 hearing, the City continued to confer with the
Official Committee of Retirees, the Retirement System and other
parties-in-interest.  The City amended Plan exhibits to
incorporate results of the continued negotiations.  Full-text
copies of the Amended Plan Exhibits are available at
http://bankrupt.com/misc/DETROITplanex0502.pdf

The City continues to face objections over its Disclosure
Statement.  Leaders of the City said several bond investors and an
insurer don't have the right to step into a fight that could make
$1.4 billion of borrowed money -- including their investments --
disappear from the city's debt, Katy Stech, writing for Daily
Bankruptcy Review, reported.

In court papers, the city's bankruptcy lawyers argued say that
both Financial Guaranty Insurance Co. and investors who extended a
type of bond debt to the city gave up the right to sue over the
2005 borrowing deal when they signed their contracts, the DBR
report said.  That type of contractual fine print, city officials
say, is meant to prevent scattered investors in municipal bond
deals from overwhelming a borrower with lawsuits, the report
added.

To hasten the confirmation process, the City has reached
settlements with a core group of creditors, including its retirees
and insurers.  The City has received court approval of its $85
million settlement with UBS AG and Bank of America Corp.'s Merrill
Lynch Capital Services LLC to end a swaps agreement, an
achievement that will allow the bankrupt city to begin collecting
much-needed casino tax revenue, Law360 report related.

Lisa Lambert, writing for Reuters, pointed out that the City's
deals could entice other creditors toward settlements of their
objections.  "It should increase other unsecured creditors
interest in negotiating," Matt Fabian, managing director of
Municipal Market Advisors, an independent research firm, told
Reuters.

One of the pending dispute in the City's bankruptcy is the Detroit
Water and Sewage Department's lawsuit against U.S. Bank, over $2.3
million on lawyers and financial advisers' fees.  John Wisely,
writing for The Detroit Free Press, said, U.S. Bank serves as
trusee for the department's bonds and allegedly asked for
additional fees to cover the cost of responding, but water
department officials noted that water and sewer bonds were being
paid in full.  U.S. Bank, joined by the Ad Hoc Committee of DWSD
Bondholders, argued that the fees and expenses are both necessary
and reasonable in light of the facts of the case.  The Trustee
asserted that it has been required to render ordinary and
extraordinary services and incur concomitant expenses for the
benefit of DWSD holders, and the Trustee maintained that it is
entitled to compensation and reimbursement of its expenses for
performing its duties.

The City is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at JONES DAY, in Cleveland, Ohio; Bruce Bennett,
Esq., at JONES DAY, in Los Angeles, California; Jonathan S. Green,
Esq., and Stephen S. LaPlante, Esq., at MILLER, CANFIELD, PADDOCK
AND STONE, P.L.C., in Detroit, Michigan.

DWSD is represented by Richardo I. Kilpatrick, Esq., and Shanna M.
Kaminski, Esq., at KILPATRICK & ASSOCIATES, P.C., in Detroit,
Michigan.

U.S. Bank is represented by David E. Lemke, Esq. --
david.lemke@wallerlaw.com -- Michael R. Paslay, Esq. --
mike.paslay@wallerlaw.com -- Ryan K. Cochran, Esq. --
ryan.cochran@wallerlaw.com -- and Courtney M. Rogers, Esq. --
courtney.rogers@wallerlaw.com -- at WALLER LANSDEN DORTCH & DAVIS,
LLP, in Nashville, Tennessee; and Robert J. Diehl, Jr., Esq. --
rdiehl@bodmanlaw.com -- and Jaimee L. Witten, Esq. --
jwitten@bodmanlaw.com -- at BODMAN PLC, in Detroit, Michigan.

Amy Caton, Esq. -- acaton@kramerlevin.com -- and Greg Horowitz,
Esq., at KRAMER LEVIN NAFTALIS & FRANKEL, LLP, in New York; and
Geoffrey T. Pavlic, Esq. -- pavlic@steinbergshapiro.com -- at
STEINBERG SHAPIRO & CLARK, in Southfield, Michigan, serve as
attorneys for Nuveen Asset Management, and  BlackRock Financial
Management, Inc., members of the Ad Hoc Bondholder Committee.

William W. Kannel, Esq. -- wwkannel@mintz.com -- and Adrienne K.
Walker, Esq. -- awalker@mintz.com -- at MINTZ, LEVIN, COHN,
FERRIS, GLOVSKY and POPEO, P.C., in Boston, Massachusetts; and
Andrew J. Gerdes, Esq. -- agerdes@gerdesplc.com -- at ANDREW J.
GERDES, P.L.C., in East Lansing, Michigan, serve as attorneys for
Fidelity Management & Research Company, Eaton Vance  Management,
and Franklin Advisers, Inc., members of the Ad Hoc Bondholder
Committee.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DIOCESE OF HELENA: Court Okays Hiring of NAI Crowley as Realtor
---------------------------------------------------------------
The Roman Catholic Bishop of Helena, Montana, sought and obtained
permission from the Hon. Terry L. Myers of the U.S. Bankruptcy
Court for the District of Montana to employ John H. Crowley of NAI
Crowley Moore as realtor to sell the Holy Family Catholic Church
property.

The property is located at 4616 Gharrett Street, Missoula,
Montana.

The professional services that Mr. Crowley will render include
advertising, listing and showing property to procure an offer to
purchase.

The Debtor agreed to pay a 6% commission of the sales price paid.

Mr. Crowley 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.

NAI Crowley can be reached at:

     John H. Crowley
     NAI CROWLEY MOORE
     111 North Higgins Ave., Ste 400
     Missoula, MT 59802
     Tel: (406) 721-1111
     Fax: (406) 721-1235

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.  Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.  The Committee
has retained Paculski Stang Ziehl & Jones LLP as counsel.

The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage
of legislation that revives such claims.

                           *     *     *

Roman Catholic Diocese of Helena has asked the Bankruptcy Court to
set July 24, 2014, as deadline for creditors to file proofs of
sexual abuse claim.


DIOCESE OF HELENA: Court Denies Hiring of H&R Realty
----------------------------------------------------
The Hon. Terry L. Myers of the U.S. Bankruptcy Court for the
District of Montana denies the application of Roman Catholic
Bishop of Helena, Montana to hire Shari Richter of H&R Realty LLC
as realtor.

The Court ruled that the submission failed to make the showing
required in the Ninth Circuit for the Court to grant such
extraordinary relief and denied the application, without prejudice
to the Debtor filing a new application.

On Apr. 17, 2014, the Debtor sought permission to employ Ms.
Richter to sell a home located at 520 S. Virginia, Conrad, Montana
and requested retroactive effect.  In the Court ruling, the
accompanying affidavit did not address the nunc pro tunc request
at all.

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.  Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.  The Committee
has retained Paculski Stang Ziehl & Jones LLP as counsel.

The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage
of legislation that revives such claims.

                           *     *     *

Roman Catholic Diocese of Helena has asked the Bankruptcy Court to
set July 24, 2014, as deadline for creditors to file proofs of
sexual abuse claim.


DIOCESE OF HELENA: Motion for Stay Relief Denied as Moot
--------------------------------------------------------
The Bankruptcy Court denied, as moot, a motion for relief from
stay to continue a Montana state court litigation against the
Ursuline Sisters of the Western Province.

The Court said that as the parties do not dispute that the
Ursuline Sisters are non-debtor defendants, there is no stay in
place and, thus, nothing for the Court to "grant relief from . . .
by terminating, annulling, modifying or conditioning[.]"

On Feb. 28, 2014, certain Tort Claimants sought relief from the
stay.

As reported in the Troubled Company Reporter on March 25, 2014, an
order of nuns being sued by people who claim they were sexually
abused as children at the Ursuline Academy in St. Ignatius asked a
federal judge to refuse a request from the victims' attorneys to
proceed with their lawsuit in state court.

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.  Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.  The Committee
has retained Paculski Stang Ziehl & Jones LLP as counsel.

The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage
of legislation that revives such claims.

                           *     *     *

Roman Catholic Diocese of Helena has asked the Bankruptcy Court to
set July 24, 2014, as deadline for creditors to file proofs of
sexual abuse claim.


DISTRIBUTION FINANCIAL: Fitch Affirms 'BB' Rating on Class C Notes
------------------------------------------------------------------
Fitch Ratings affirms two classes of Distribution Financial
Services RV/Marine Trust 2001-1, as part of its ongoing
surveillance process, as follows:

-- Class C notes at 'BBsf; Outlook Negative';
-- Class D notes at 'C'; RE 0%'.

KEY RATING DRIVERS

The transaction continues to generate negative excess spread and
the class D note remains undercollateralized.  Fitch expects the
remaining collateral receivables will be able to pay the
outstanding class C note principal in full; however, the Outlook
on the class C note is Negative due to volatile ongoing loss
performance.

Fitch's analysis incorporated anticipated losses on defaulted
collateral and took into consideration Fitch's recovery
expectations, which are based on collateral-specific cash flow
expectations.  The resulting anticipated collateral losses were
then applied to the transaction structure, enabling Fitch to
assess the impact of the losses on the securities and available
credit enhancement.  Fitch will continue to closely monitor the
performance of the transaction.

Rating Sensitivity

Given the low pool factor, Fitch assessed that any further
increases in losses could lead to a downgrade of the class C note
as a result of the note becoming further undercollateralized.


DOLAN COMPANY: Plan Hearing Moved to May 27
-------------------------------------------
Neal St. Anthony, writing for Star Tribune, reported that a key
hearing with respect to The Dolan Company's bankruptcy
reorganization plan has been rescheduled for May 27.

The U.S. Bankruptcy Court for the District of Delaware was
initially slated to convene a hearing on May 1 to consider, among
other things, the adequacy of the disclosure statement explaining
the Debtors' Plan and the confirmation of such Plan.

As reported by the Troubled Company Reporter, Roberta A.
DeAngelis, the U.S. Trustee for Region 3, and the Official
Committee of Equity Security Holders complain that the disclosure
statement explaining The Dolan Company, et al.'s Joint Prepackaged
Plan of Reorganization does not satisfy the adequate information
standard of Section 1125 of the Bankruptcy Code.

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

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

The Equity Committee also asked the Court to delay the Plan
hearing.

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

The Star Tribune reported that secured lenders including Bayside
Capital voted on the plan, designed to reduce debt by about $100
million to $50 million by giving them all the new stock and at
least $50 million in new debt.  Unsecured creditors didn't vote on
the plan because they will be paid in full, the company has said.
Existing common and preferred shareholders would be wiped out.

The report also noted that Dolan has asked the judge to disband
the committee, saying the group will cause "significant harm" and
"needless expenditures."

                      About The Dolan Company

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

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

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

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

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

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

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

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

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

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

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

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

An Official Committee of Equity Security Holders is represented by
Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R.
Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J.
Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B.
Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts.


DORAL FINANCIAL: Moody's Lowers Senior Unsecured Debt Rating to C
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
rating of Doral Financial Corporation to C from Caa3. Doral
Financial's lead bank, Doral Bank, is unrated. The rating agency
also downgraded the senior secured bonds issued by Doral
Properties, Inc. through the Puerto Rico Industrial, Tourist,
Educational, Medical and Environmental Control Facilities
Financing Authority (AFICA) to C from Caa3 (CUSIPs 74527BLB8,
74527BLC6, 74527BLD4, and 74527BSL9). Doral Properties, Inc. is a
wholly-owned subsidiary of Doral Financial, which is legally
responsible for the payments on the AFICA bonds that are currently
outstanding.

Ratings Rationale

Moody's said the downgrade of Doral Financial's senior debt rating
to C reflects a high likelihood that the company will default,
combined with a low expected recovery rate for the holding
company's senior creditors.

The downgrade follows the company's announcement that the Federal
Deposit Insurance Corporation (FDIC) will no longer allow Doral
Bank to include in its Tier 1 capital certain tax receivables from
the Commonwealth of Puerto Rico. Those tax receivables accounted
for a high 43% of the bank's Tier 1 capital at year-end 2013. As a
result, Doral Bank is no longer in compliance with its capital
requirements under its 8 August 2012 Consent Order with the FDIC.

Under the terms of the Consent Order, Doral Bank is required to
either 1) increase its capital or 2) submit to the FDIC a
contingency plan for the sale, merger, or liquidation of Doral
Bank if it cannot increase its capital within 120 days. In
response, the company stated in its 1 May 2014 8-K that as part of
its revised capital plan, "it must seek immediate financial
support from equity and debt holders and/or external sources."
Moody's said that this indicates a high likelihood of default. In
the event of a default, loss severity would be high for Doral
Financial's creditors.


DOT RESOURCES: ASC Issues Temporary MCTO After Filing Delay
-----------------------------------------------------------
DOT Resources Ltd. on May 2 disclosed that a temporary Management
Cease Trade Order has been issued by the Alberta Securities
Commission against the Corporation's Chief Executive Officer and
Chief Financial Officer as opposed to a general cease trade order
against the Corporation.  This MCTO prohibits trading in
securities of the Corporation, whether directly or indirectly, by
these individuals.

As summarized in Alhambra's News Release dated April 11, 2014,
this action was expected due to the delay in filing its 2013
annual audited financial statements, management's discussion and
analysis and CEO and CFO certificates.

Should DOT fail to file its 2013 Annual Audited Financial
Statements on or before June 30, 2014, the ASC can impose a cease
trade order on Alhambra such that all trading in securities of the
Corporation cease for such period as the ASC may deem appropriate.

Pursuant to the requirements of Section 4.4 of National Policy
12-203 - Alternative Information Guidelines, the Corporation
reports the following:

(i) There have been no material changes to the information
contained in the Default Notice and the Corporation expects to
file its 2013 Annual Audited Financial Statements on or before
June 30, 2014;

(ii) There have been no failures with respect to the Corporation
fulfilling its stated intention of satisfying the requirements of
the AIG;

(iii) There has not been, nor is there anticipated to be, any
specified default subsequent to the default which is the subject
of the Default Notice; and,

(iv) There is no other material information concerning the affairs
of the Corporation that has not been generally disclosed.

                            About DOT

DOT -- http://www.dotresourcesltd.com-- is a Canadian corporation
focused on exploration and development of its copper properties in
central British Columbia.  DOT shares trades on the TSX Venture
Exchange under the symbol DOT.


DPL INC: S&P Affirms 'BB' Corporate Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Ohio-based DPL Inc. and its subsidiary Dayton
Power & Light Co.  The outlook is stable.  At the same time, S&P
affirmed its 'BB' senior unsecured debt rating on DPL Inc. and
revised the recovery rating to '3' from '4', indicating its
expectation that lenders would receive meaningful recovery (50% to
70%) in the event of a payment default.

"We base our ratings on DPL on the consolidated group credit
profile and the application of our group ratings methodology,"
said Standard & Poor's credit analyst Matthew O'Neill.

S&P deems DPL to be a "moderately strategic" subsidiary of AES.
DPL is the holding company for regulated electric utility DP&L and
unregulated energy retail marketing company DPL Energy Resources.
The ratings also reflect S&P's assessment of DPL's "satisfactory"
business risk profile and its "aggressive" financial risk profile.
DPL's liquidity is "strong," as defined by S&P's criteria.

The stable rating outlook on DPL Inc. reflects Standard & Poor's
Ratings Services' baseline forecast that consolidated adjusted
funds from operations (FFO) to debt will be about 9% to 10% over
the next 12 to 18 months.  Significant risks to the forecast
include increasing competition from lower electricity prices that
could materially lower DPL's profit margins and a weaker economy
than S&P currently expects.

S&P could lower the ratings if FFO to debt were consistently lower
than 9% or the business risk profile weakened as a result of the
disproportionate growth of the competitive energy business.

S&P could raise the ratings if FFO to debt consistently
strengthened to greater than 15% on a sustained basis, which S&P
would expect to result mostly from higher electricity prices and
an improved economy.


EASY LIFE FURNITURE: Files for Chapter 11; To Liquidate Business
----------------------------------------------------------------
Easy Life Furniture Inc., based in Buena Park, California, filed
for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 14-12713) on
May 1, 2014, in Santa Ana, listing $1 million to $10 million in
assets, and $10 million to $50 million in liabilities.  Judge
Catherine E. Bauer presides over the case.  Ori Katz, Esq., at
Sheppard, Mullin, Richter & Hampton LLP, serves as the Debtor's
counsel.  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

Easy Life was formed in 1996, and is majority-owned by Jimmy Hsieh
with a 7% stake held by his father Robert Hsieh and smaller stakes
held by a handful of other investors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Easy Life had 30 stores at its peak but the furniture
retailer now has nine in Southern California, according to the
company Web site.

Clint Engel, writing for Furniture Today, reported that Easy Life,
a Top 100 company, intends to liquidate the 14-store business
after it failed to find new investors or sell the business prior
to the bankruptcy filing.

Easy Life said in court documents filed May 1 that it had assets
of about $6.7 million as of April 18 and debts of about $12.4
million.  Its debt includes nearly $6 million in trade payables,
the company said, including more than $2.2 million owed to
furniture suppliers.

Furniture Today said Jimmy Hsieh disclosed to the Court Easy Life
was hurt by the "Great Recession," and even though the recession
ended in 2009, "its after-effects and the lingering fits and
starts in the economy over the past five years have dealt
continuous blows to the debtor."  He also disclosed that in the
period leading up the filing, the company offered to sell 100% of
its stock for $1 and the assumption of debts, but there were no
takers.

The report also said Easy Life expects going-out-of-business sales
to run for a month to six weeks, as the company closes its stores
in stages.  It has filed a motion seeking court approval of the
GOB sales.

The report also noted that Easy Life said it has collected an
estimated $827,000 in customer deposits and if it's able to
deliver the goods, the estate will stand to collect approximately
$535,000. In a GOB schedule, the retailer projects the sale to
raise about $4.2 million.


EDUCATION MANAGEMENT: Moody's Cuts Corp. Family Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of for-profit
post-secondary education company Education Management LLC,
including the Corporate Family Rating ("CFR") to Caa3 from Caa1,
and changed the outlook to negative from stable. The company's
Speculative Grade Liquidity Rating has been lowered to SGL-4 from
SGL-3. The ratings were downgraded in consideration of a financial
restructuring program that the company intends to undertake, which
Moody's believes could entail a distressed exchange for debt.

Downgrades:

Issuer: Education Management LLC

Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD

Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-3

Corporate Family Rating, Downgraded to Caa3 from Caa1

Senior Secured Bank Credit Facility due 2018, Downgraded to Caa3
(LGD4, 50%) from Caa1 (LGD4, 51%)

Senior Secured Bank Credit Facility due 2016, Downgraded to Caa3
(LGD4, 50%) from Caa1 (LGD4, 51%)

Senior Secured Bank Credit Facility due 2015, Downgraded to Caa3
(LGD4, 50%) from Caa1 (LGD4, 51%)

Outlook Actions:

Issuer: Education Management LLC

Outlook, Changed To Negative From Stable

Ratings Rationale

On May 1, 2014, Education Management announced along with its
earnings release that, due to an expected weakening in operating
performance in FY and CY 2014, the company will not likely be in
compliance with financial covenants as prescribed under its senior
secured credit facilities for the quarter ending June 30, 2014.
The company cited substantial industry headwinds and operating
difficulties that are affecting its institutions as key causes for
a significant drop in enrollment system-wide that the company
expects to continue through the end of CY 2014. According Moody's
VP-Sr. Credit Officer David Berge, "We believe the continued
decline in enrollment will result in meaningful revenue and
earnings deterioration."

Facing a likely covenant breach, the company stated that they have
engaged financial advisors to assist in efforts to re-align the
company's capital structure towards one that better matches the
current operating outlook. According to Berge, "based on the more
than $500 million impairment charge the company took in the latest
quarter, Moody's believe it is highly likely that a capital
restructuring plan would involve an exchange of senior debt for a
junior form of capital, possibly equity." Moody's would view a
restructuring of this nature as a distressed exchange, and
accordingly as an event of default.

The rating also captures the ongoing challenging operating
environment in the for-profit education business due to the
reduced availability of student loans, negative industry press,
increased regulatory risk given the company's reliance on Title IV
student loans, and the unknown consequences that may ensue from
lawsuits filed against the company by numerous state attorneys
general. There is also the potential for increased competition
from non-profit institutions.

Moody's notes that the company is undertaking a review of its
operations to address these challenges, focusing on process
improvements and strategic changes, with a goal towards stronger
student retention rates and employment prospects. While this may
bolster the company's educational offering over the long run,
Moody's believes that these initiatives will restrict improvements
in operating performance over the near term due to the pressures
they will place on enrollment growth, along with increasing costs
that ensue from an enlarged scholarship program. Education
Management's rating derives some support from its business
position as one of the largest providers of post-secondary
education in the U.S., significant scale, and the diversity of its
academic programs, though its unsustainable capital structure is
currently the dominant rating driver.

Education Management's Speculative Grade Liquidity Rating of SGL-4
reflects Moody's assessment of a weak liquidity profile. Although
the company has a sizeable cash balance estimated at almost $400
million after taking into account the $220 million draw it had
made on its revolving credit facility on April 29, 2014, the
company currently has no availability under the revolver as an
external source of liquidity. Moreover, while cash balances will
be more than adequate to cover near term operating and capital
investment needs, this amount is much smaller than the
approximately $1.5 billion of funded debt outstanding that will be
subject to restructuring. The revolver comes due in June 2015.

The negative ratings outlook reflects Moody's expectations that
debt restructuring will involve an exchange of debt for junior
capital. Under such a scenario, the ratings would be lowered to
levels that reflect a default and estimated recovery levels.
Ratings could be revised upward if the company implements a
capital restructuring plan that reduces debt materially through
redemption at par to current lenders, without undertaking an
exchange of any of the current debt for subordinated capital, with
a material improvement in liquidity.

Education Management LLC, an indirect subsidiary of Education
Management Corporation based in Pittsburgh, Pennsylvania, is one
of the largest providers of private post-secondary education in
North America. The company's education systems (The Art
Institutes, Argosy University, Brown Mackie Colleges and South
University) offer associate through doctorate degrees with
approximately 120,000 students. Providence Equity, Goldman Sachs
Capital Partners, and Leeds Equity Partners own approximately 85%
of the outstanding common stock. The company reported revenues of
approximately $2.4 billion for the twelve months ended March 31,
2014.


ENERGETIC INC: Court Dismisses Involuntary Bankruptcy Petition
--------------------------------------------------------------
Bankruptcy Judge Edward Ellington dismissed the involuntary
petition against Energetic, Inc.

In a hearing held on April 16, 2014, to show cause why the
involuntary petition must not be dismissed, the Court found that:

   1. the petitioning creditor, Lamar Ellis, failed to serve the
involuntary petition on the other general partner of the Alleged
Debtor as required by Federal Rule of Bankruptcy Procedure 1004;
and

   2. Mr. Ellis failed to cure the deficiencies contained in the
notice (action required) issued to him on Jan. 14, 2014.

The Court said that prior to the show cause hearing, on April 9,
Mr. Ellis and Dolores Ellis filed their notice of withdrawal,
without prejudice, of the filing of involuntary bankruptcy.

Mr. Ellis appeared at the show cause hearing and informed the
Court that he did want to withdraw the involuntary petition.

                       About Energetic Inc.

Lamar Ellis, et al., filed an involuntary Chapter 11 case against
Jackson, Mississippi-based commodity broker Energetic, Inc.
(Bankr. S.D. Miss. Case No. 13-03787 on Dec. 30, 2013.  The Hon.
Edward Ellington presided over the case.  The petition was signed
by Lamar Ellis, as fiduciary, conservator, and general partner of
Lamelli Ltd., Partnership.


ENERGY FUTURE: Final DIP Hearing Scheduled for June 5
-----------------------------------------------------
Energy Future Holdings Corp., et al., received interim authority
from the U.S. Bankruptcy Court for the District of Delaware to
obtain postpetition financing in the principal aggregate amount of
$2.333 billion for Debtors Texas Competitive Electric Holdings
Company LLC and Energy Future Competitive Holdings Company LLC.
The TCEH Debtors initially requested to access $2.7 billion of the
DIP Facility on an interim basis.

The TCEH Debtors obtained commitments from several financial
institutions for a fully, underwritten, $4.475 billion DIP
financing, which consists of: (a) a revolving credit facility in
an aggregate principal amount of up to $1.95 billion; (b) a term
credit facility in an aggregate amount of up to $1.425 billion;
(c) a delayed-drawn term credit facility in an aggregate principal
amount of up to $1.1 billion; (d) obligations owed to the General
Letter of Credit Issuer in an aggregate stated amount of up to
$800 million; and (e) obligations owed to the RCT Letter of Credit
Issuer in an aggregate stated amount of up to $1.1 billion.
Citibank, N.A., serves as administrative agent and collateral
agent for a consortium of lenders.  The Borrower may elect that
the loans comprising each borrowing bear interest at a rate per
annum equal to (a) the Alternate Base Rate or (b) the Adjusted
LIBO Rate, plus the Applicable Margin, subject to a floor of 0.75%
per annum.

TCEH and EFCH also obtained interim Court authority to use cash
collateral securing their prepetition indebtedness from the
Petition Date through the date which is the earliest to occur of
(i) the expiration of the Remedies Notice Period, (ii) entry of a
final order, or (iii) 45 days from the Petition Date.

All objections, including the objection filed by Computershare
Trust Company, N.A., and Computershare Trust Company of Canada, as
indenture trustee for $2.156 billion in 2nd lien notes, and the ad
hoc group of noteholders of approximately $2.74 billion aggregate
principal amount of 10.25% Fixed Senior Notes due 2015 and
10.50%/11.25% Senior Toggle Notes due 2016, to the Interim
Financing or entry of the Interim Order, to the extent not
withdrawn or resolved, are overruled.

The ad hoc group complained that the postpetition financing is a
massive and largely unnecessary burden on the estates of the TCEH
Debtors and does not satisfy the requirements of Section 364 of
the Bankruptcy Code.  Computershare complained that the Debtors
cannot prime the EFIH 2nd lien notes, including over $700 million
in prepayment premium, without showing that these claims are
adequately protected.

The Interim DIP Order also provides that nothing in the Interim
DIP Order otherwise affect the rights and interests of TXU 2007-1
Railcar Leasing LLC under a lease dated Sept. 7, 2007, by and
among TXU 2007-1 Railcar Leasing LLC and Debtor Texas Competitive
Electric Holdings Company LLC, relating to 996 Aluminum Rapid
Discharge IV Coal Cars.  All rights of parties in interest with
respect to the Railcar Lease are preserved.

A separate motion for approval of DIP financing was filed by
Debtors Energy Future Intermediate Holding Company LLC and EFIH
Finance Inc., which obtained commitments for approximately $5.40
billion in first lien DIP financing from Deutsche Bank AG New York
Branch as administrative agent for a consortium of lenders.  The
First Lien DIP Financing accrues interest at the Applicable Margin
or the Adjusted LIBO Rate plus 2.25%, in the case of ABR Loans and
3.25 %, in the case of Eurodollar Loans, subject to a floor of 1%
per annum.  The proceeds of the First Lien DIP Facility will be
used, in a manner consistent with the terms of the Budget: (i)
first, to pay (x) transaction fees, liabilities and expenses and
other administration costs and (y) the refinancing of the EFIH
First Lien Secured Notes, and (ii) second, to finance any and all
working capital needs and for any other general corporate
purposes, and to comply with any legal and/or regulatory
requirements.  Peg Brickley, writing for The Wall Street Journal,
reported that Judge Sontchi on May 2 granted Energy Future
Intermediate permission to commit to the $5.4 billion loan.

The Court has approved the DIP Facility Fee and the Ticking Fee as
both terms are defined in the First Lien DIP Fee Letter, and
provisions of the EFIH First Lien DIP Commitment Letter providing
for the reimbursement of reasonable and documented expenses of the
Commitment Parties.  Stephen Goldstein, senior managing director
at Evercore Group LLC, said the aggregate fees payable under the
EFIH First Lien DIP Facility range from approximately 1.75% ($94.5
million) to $1.8% ($97.1 million) of the total EFIH First Lien DIP
Financing commitment.  Judge Sontchi's order says EFIH can't
actually pay the fees until a final hearing on June 5, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, related.

The final hearing on the DIP Financing Requests and Cash
Collateral Request will be June 5, 2014, at 9:30 a.m. (prevailing
Eastern time).  Any objections or responses to the DIP Motion must
be filed on or before May 29.

The Debtors are represented by Mark D. Collins, Esq., Daniel J.
DeFranceschi, Esq., Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware; Richard M. Cieri, Esq.,
Edward O. Sassower, Esq., Stephen E. Hessler, Esq., and Brian E.
Schartz, Esq., at Kirkland & Ellis LLP, in New York; and James
H.M. Sprayregen, P.C., Chad J. Husnick, Esq., and Steven N.
Serajeddini, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.

Computershare is represented by Laura Davis Jones, Esq. --
ljones@pszjlaw.com -- and Robert J. Feinstein, Esq. --
rfeinstein@pszjlaw.com -- at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware; Thomas Moers Mayer, Esq. --
tmayer@kramerlevin.com -- and Joshua K. Brody, Esq. --
jbrody@kramerlevin.com -- at Kramer Levin Naftalis & Frankel LLP,
in New York; and Stephanie Wickouski, Esq. --
stephanie.wickouski@bryancave.com -- at Bryan Cave LLP, in New
York.

The Ad Hoc Group is represented by L. John Bird, Esq. --
lbird@foxrothschild.com -- Jeffrey M. Schlerf, Esq. --
jschlerf@foxrothschild.com -- and John H. Strock, Esq. --
jstrock@foxrothschild.com -- at Fox Rothschild LLP, in Wilmington,
Delaware; Thomas E. Lauria, Esq. -- tlauria@whitecase.com -- and
Matthew C. Brown, Esq. -- mbrown@whitecase.com -- at White & Case
LLP, in Miami, Florida; and J. Christopher Shore, Esq. --
cshore@whitecase.com -- and Gregory M. Starner, Esq. --
gstarner@whitecase.com -- at White & Case LLP, in New York.

           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.

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: Obtains Court Approval of First Day Motions
----------------------------------------------------------
Energy Future Holdings on May 2 disclosed that the U.S. Bankruptcy
Court for the District of Delaware has granted the relief
requested by the company in key first day motions it filed in
conjunction with its voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

"We are very pleased to have made a smooth transition into the
Chapter 11 process with the approval of first day motions,
including our TCEH debtor-in-possession financing, which supports
the continuation of our normal day-to-day operations during the
reorganization process," said John Young, president and chief
executive officer of EFH.  "This helps to ensure that we will
continue serving our customers and providing safe, reliable energy
as we restructure our balance sheet and put the company on a
sustainable path for a stronger future.  Operational excellence
has always been the hallmark of our company, and our customers,
employees and business partners can continue to count on us during
this process."

As part of its filing under Chapter 11 of the U.S. Bankruptcy
Code, the company presented first day motions intended to support
the continuation of its normal course business operations for
customers, employees and retirees, vendors and suppliers, and
other business partners during the reorganization.

Among other things, the court granted the company's requests to
continue to:

Pay and provide benefits to employees.

Make qualified retirement plan payments and provide medical
benefits to retirees.

Honor all retail customer agreements while providing excellent
customer service and actively competing in the marketplace.

Pay vendors, suppliers and trading counterparties in the normal
manner for all goods and services provided on or after the filing
date of April 29, 2014.

The court also granted interim approval for the company to access
$2.33 billion of its new $4.475 billion in debtor-in-possession
financing for Texas Competitive Electric Holdings Company LLC.
The new financing, combined with cash flow generated by ongoing
operations, will be available to TCEH to help support, among other
things, normal business operations during the Chapter 11 process.
The TCEH financing will also permit TCEH subsidiary Luminant
Mining Company LLC to grant the Railroad Commission of Texas a
collateral bond in an amount equal to or in excess of Luminant
Mining's current reclamation bond obligations.  The company
intends to continue to comply with all regulatory and tax
obligations.

As previously announced, EFH has entered into an agreement with
certain of its key financial stakeholders to reduce its
approximately $40 billion of debt, lower its annual cash interest
costs and access significant additional capital.  The agreement is
supported by holders of approximately 41% of the value of the TCEH
first lien debt, 76% of the EFIH unsecured debt, 32% of EFIH first
lien debt, 35% of EFIH second lien debt and 73% of EFH unsecured
debt, as well as the three private equity holders of EFH.

To implement this pre-arranged restructuring plan, Energy Future
Holdings Corp. and certain of its subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the Bankruptcy Court for the District of
Delaware.  The main case number is 14-10979.

The company intends to file a plan of reorganization to implement
the proposed restructuring agreement as soon as is practicable.
The consummation of the plan of reorganization will entail certain
regulatory approvals, including, among others, the approval of the
tax-free transaction by the Internal Revenue Service and approvals
by the Public Utility Commission of the State of Texas and the
U.S. Nuclear Regulatory Commission.

           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.


ENERGY FUTURE: Ch. 11 Venue Likely to Remain in Delaware
--------------------------------------------------------
Energy Future Holdings Corp.'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, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reported.

Minutes after the power company filed its Chapter 11 petition,
Wilmington Savings Fund Society, FSB, as second lien trustee,
joined by the ad hoc group of holders of fixed unsecured notes and
toggle unsecured notes, filed a motion asking the Delaware
Bankruptcy Court to order a venue transfer of the bankruptcy cases
to the Northern District of Texas.  Wilmington Savings pointed out
that the Debtors' only connection to Delaware is that certain of
the Debtors were formed under Delaware law, although the Debtors'
operations and customers are all in Texas.

The Debtors, in response to Wilmington Savings' motion, said in
court papers that the Delaware Bankruptcy Court is the most
appropriate venue for the Chapter 11 cases and that the Debtors'
choice to file their bankruptcy proceedings in the Delaware court
should be afforded great weight.  But regardless of the merit, or
lack thereof, of Second Lien Trustee's motion to transfer venue,
the Debtors agree that venue is a threshold issue and have no
objection to it being heard on an expedited basis.

The Energy Future case is a financial reorganization, and that's a
reason for keeping it in Delaware, Jay Westbrook, who teaches
bankruptcy at the University of Texas School of Law, said in an
interview with Mr. Rochelle.  Still, "it's a classic case that
doesn't belong in Delaware," said Mr. Westbrook.

Stephen J. Lubben, a corporate finance and bankruptcy specialist
at Seton Hall University School of Law in New Jersey, seconded Mr.
Westbrook's analysis, the Bloomberg report said.  He told
Bloomberg that having the case in Delaware "does comply with the
current rules."

The Bloomberg report related that Mr. Lubben said 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,
although Mr. Rochelle pointed out that the first filing in
bankruptcy court by the Texas Public Utility Commission suggests
state regulators won't be seeking a move.  The regulators said
they "support the debtors' general position that these cases are
designed to restructure the debtors' balance sheets and should not
affect day-to-day operations," Mr. Rochelle cited.

Wilmington Savings also requested to conduct discovery under Rule
2004 of the Federal Rules of Bankruptcy Procedure.  The Ad Hoc
Group joined the Second Lien Trustee's discovery request.  The
Debtors argued that the Second Lien Trustee's far-reaching
discovery touches on issues that will be relevant to a much larger
group of stakeholders.  The Debtors proposed that the Second Lien
Trustee's motion for Rule 2004 discovery proceed on a schedule
that will allow all parties, including any committee, to
participate and to be heard.

In line with certain first-day pleadings, the Ad Hoc Group filed
several notices of depositions, specifically for Paul Keglevic,
Hugh E. Sawyer, and Stephen Goldstein with respect to the TCEH DIP
Motion and Cash Collateral Motion, and the Debtors' Cash
Management Motion.  The Debtors asked the Court to quash these
notices of depositions complaining that the notice fails to comply
with mandatory seven-day notice requirement as it purports.  The
Ad Hoc Group said they would take depositions of the Debtors'
officers on May 8 instead.

           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.

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: Court Issues Interim Joint Administration Order
--------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware granted on an interim basis Energy Future
Holdings Corp., et al.'s motion for joint administration of their
Chapter 11 cases under Case No. 14-10979.

Judge Sontchi said the Chapter 11 cases are consolidated for
procedural purposes only and nothing in the Order will be deemed
or construed as directing or otherwise effecting a substantive
consolidation of the cases.

The Debtors' joint administration motion was objected to by the ad
hoc group of certain holders of fixed unsecured notes and toggle
unsecured notes, complaining that there are two very distinct
groups of Debtors and cases that "share almost nothing in common
and almost everything in conflict."  The Ad Hoc Group argued that
not only would their joint administration serve little legitimate
purpose at this stage of the process, it would likely create true
prejudice to the unsecured creditors of Debtor Texas Competitive
Electric Holdings Company LLC and TCEH Finance, Inc.

A final hearing will be on June 5, 2014, at 9:30 a.m.  Any
objections must be filed on or before May 29.

           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.

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: Meeting to Form Creditors' Committee on May 12
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting May 12, 2014, at 10:00 a.m. in the
bankruptcy case of Energy Future Holdings Corp., et al.  The
meeting will be held at:

         The DoubleTree Hotel
         700 King St.
         The Winterthur Room
         Wilmington, DE 19801

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

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

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

           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.

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: Could Fetch $25BB for Luminant, TXU and Oncor
------------------------------------------------------------
Jim Fuquay, writing for the Star-Telegram, reported that analysts
believe Energy Future Holdings could still be worth billions,
though not nearly the $45 billion that investors paid in 2007.

EFH has three big operations:

     -- Luminant Generation, the state's biggest power generator;

     -- TXU Energy, the state's largest electricity retailer; and

     -- Oncor Electric Delivery, which operates the power lines
        in a broad area that includes most of North Texas.  Oncor
        is not part of the bankruptcy proceeding.

The Star-Telegram reported that, according to various estimates,
those units could bring $25 billion or more in a sale, which could
be the eventual result of the bankruptcy.  Those values are
predicated on the appeal of landing a stake in a growing,
deregulated electricity market like Texas, with its rapidly
growing population and job base.

The report also said EFH hopes to conclude its Chapter 11
proceeding in 11 months, but most analysts expect it to take much
longer.  Under the company's proposed reorganization plan, senior
creditors would take possession of the Luminant and TXU Energy
businesses in exchange for discharging $23 billion in debt.  EFH
would keep its 80% stake in Oncor under that proposal.

According to the report, Andy DeVries and Charles Johnson,
financial analysts for financial research firm CreditSights pegged
the value of Luminant and TXU Energy together at $17.1 billion.
Fitch Ratings, a debt rating agency, evaluated Luminant alone and
came up with an estimate of $12.9 billion.  Mr. DeVries told
Bloomberg News that a $1 increase in gas prices would mean an
additional $700 million in annual revenue, a 37% increase from the
example above. And that would also boost the value of Luminant
considerably.  The report noted, however, that Texas prohibits any
single generator from owning more than 20% of the capacity in its
market, and Luminant is close to that ceiling.

"My hope is that the assets are sold off to numerous companies.
We'd have a lot more competition," said Geoffrey Gay, Esq., an
attorney for an Austin-based coalition of cities, the report
noted. "My fear is they'll try to sell it as one package."

The report said Fitch Ratings valued TXU Energy at $2.5 billion.

The report also noted that Messrs. DeVries and Johnson, the
CreditSights analysts, estimated that Oncor is worth about $9.1
billion in a sale, based on its earnings and the valuations
assigned to its peers around the country.  Moody's Investors
Service, the credit rating service, in September estimated a sale
value of about $8 billion.  That valuation included an overall
value of $15 billion, minus $7 billion in debt.  Fitch valued
Oncor at about $9.4 billion.  Moody's said potential buyers for
Oncor include MidAmerican Energy Holdings, owned by Warren
Buffett's Berkshire Hathaway; Houston-based CenterPoint Energy;
Exelon; and American Electric Power.


ENERGY FUTURE: S&P Lowers CCR to 'D' on Bankruptcy Filing
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit ratings on Energy Future Holdings Corp. (EFH), Energy
Future Intermediate Holdings Co. LLC (EFIH), and Energy Future
Competitive Holdings Co. LLC (EFCH) to 'D' from 'CC', following
their filing for Chapter 11 bankruptcy protection.  The filing
affects about $40 billion in various classes of debt.  The rating
actions do not affect S&P's corporate credit rating on Oncor
Electric Delivery Co. LLC.  S&P also lowered to 'D' all debt issue
ratings at EFH, EFIH, EFCH, and TCEH not already at 'D'.  S&P left
unchanged its recovery ratings on all debt at EFH, EFIH, EFCH, and
TCEH.  S&P expects to reassess recovery ratings soon to factor in
DIP financing that we expect EFH or its subsidiaries to obtain.

The bankruptcy filing results from TCEH's inability meet its
upcoming financial obligations due to insufficient cash flow
generation from its Luminant electric wholesale and TXU Retail
competitive retail operations in the north Texas market.  These
upcoming TCEH financial obligations include debt maturities of
$3.8 billion senior secured due October 2014, $3.4 billion senior
notes due 2015, $1.7 billion senior toggle notes due 2016, and
$16.7 billion in senior secured facilities due 2017.  TCEH has
good plants and competitive retail operations, and S&P thinks the
Chapter 11 process will focus more on deleveraging than on
improving operations.  Oncor cash flow remains sound and S&P
expects that Oncor will continue to grow and provide stable
distributions to EFIH.

EFH overall's capital structure was put in place with the
leveraged buyout (LBO) of TXU Corp. in 2007 by Kohlberg Kravis
Roberts, TPG Capital (formerly Texas Pacific Group), and Goldman
Sachs that introduced about $30 billion in new debt, mostly on a
senior secured basis at TCEH, but also a substantial amount at
EFH.  Over the past few years, EFH has reduced the debt burden
through distressed exchanges, introduced debt at EFIH, and
extended maturities to provide more time for an improvement in
power prices.

At the time of the LBO, a common view was that natural gas prices
in 2013 and 2014 would be about $8 per million Btu.  This high
price of natural gas was expected to translate into high wholesale
power prices, because natural gas prices usually set the
electricity prices in the Texas market.  Because Luminant's power
plants are baseload nuclear and coal units, and as power prices
rise with natural gas prices, the energy margin earned on the
baseload units would rise because the nuclear and coal fuel costs
would likely not rise as much.  Also, EFH anticipated a robust
improvement in TXU Retail performance by drawing on the
competitive market skills of the new owners.

S&P has left all recovery ratings unchanged, consistent with the
recovery analysis it originally published on April 4, 2014 in the
research update for its downgrade of TCEH's corporate credit
rating to 'D'.  S&P's recovery ratings at TCEH assumed a DIP
structure and the information EFH has recently provide on that
proposed DIP has not altered S&P's recovery ratings at TCEH.
S&P's recovery ratings also assumed a DIP structure at EFIH that
has different features from the one EFH is planning to use at
EFIH.  The new EFH information does not alter S&P's recovery
ratings, but it do note that there is a possibility that EFIH's
second-lien debt and EFH unsecured debt could see improved
recovery prospects under the proposed restructuring support
agreement.  S&P will be publishing a more detailed recovery report
shortly when the DIP financing details are public and reviewed by
the bankruptcy court.  This analysis will highlight the
sensitivity of various debt instruments to alternative valuation
assumptions.


ENERGY FUTURE: Lasry's Credit Cabal Gets Top Gem
------------------------------------------------
Richard Bravo, writing for Bloomberg News, reported that a group
of Energy Future Holdings Corp.'s unsecured bondholders including
billionaire Marc Lasry's Avenue Capital Group are poised to walk
off owning the most profitable asset of the bankrupt power
producer after engineering a deal to avoid a free-for-all
restructuring.

According to the report, the value of $1.6 billion of notes held
by those creditors and issued by the regulated unit of the Dallas-
based company that sought Chapter 11 protection April 29 jumped by
about $260 million to almost within 1 percentage point of face
value after a pre-arranged bankruptcy plan was filed in federal
court. The bonds have risen more than $480 million since they
started climbing at the beginning of April.

Avenue, York Capital Partners, GSO Capital Partners LP, Third
Avenue Management LLC and P. Schoenfeld Asset Management LP held
76 percent of those securities when the former TXU Corp. filed for
court protection, the report related, citing a bankruptcy
document. They are slated to take control of more than half the
ownership of the restructured regulated part of the power producer
that includes Oncor Electric Delivery Co. Higher-priority
noteholders agreed to accept new loans in exchange for their
holdings or a cash payout funded by debt that will be layered onto
the company.

             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/


ENOVA SYSTEMS: Incurs $2.9 Million Net Loss in 2013
----------------------------------------------------
Enova Systems, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.90 million on $426,000 of revenues for the year ended Dec. 31,
2013, as compared with a net loss of $8.23 million on $1.10
million of revenues during the prior year.

As of Dec. 31, 2013, the Company had $550,000 in total assets,
$6.07 million in total liabilities and a $5.52 million total
stockholders' deficit.

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

                         Bankruptcy Warning

On Dec. 12, 2012, a judgment was entered by the United States
District Court Northern District of Illinois in favor of Arens
Controls Company, L.L.C., in the amount of $2,014,169 regarding
claims for two counts concerning  i) anticipatory breach of
contract by Enova for certain purchase orders that resulted in
lost profit  to Arens and ii) reimbursement for engineering and
capital equipment costs incurred by Arens exclusively for the
fulfillment of certain purchase orders received from Enova.

"The Company filed an appeal of the judgment in the 7th Circuit
Court of Appeals on Janunary 15, 2013.  The Company believes the
court committed errors leading to the verdict and judgment.
However, there can be no assurance that the appeal will be
successful, a negotiated settlement can be attained, or that Arens
will enforce its claim in the state of California and thereby
cause the Company to go into bankruptcy," the Company said in the
Form 10-K.

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

                        http://is.gd/oa5xxD

                          Amends Form 10-Q

Enova Systems amended its quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2013, originally filed with the U.S.
Securities and Exchange Commission on Nov. 19, 2013.

The Original Filing was not reviewed by the Company's Registered
Independent Accounting Firm.  The Amendment of the financial
statements and accompanying Management's Discussion for the three
and nine months ended Sept. 30, 2013, was reviewed by the
Company's Registered Independent Public Accounting Firm.  In
addition, the Amendment reflects an assessment by the Company's
management to increase the reserve for obsolete inventory by
approximately $1,000,000, which resulted in a decrease in the
stockholders' deficit from approximately minus $3.7 million to
approximately minus $4.7 million.

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

                        http://is.gd/uEdkOr

                        About Enova Systems

Torrance, Calif.-based Enova Systems, Inc., engages in the
development, design and production of proprietary, power train
systems and related components for electric and hybrid electric
buses and medium and heavy duty commercial vehicles.


ERA GROUP: Moody's Affirms B1 CFR & Rates $200MM Sr. Notes B2
-------------------------------------------------------------
Moody's affirmed Era Group Inc.'s B1 Corporate Family Rating
(CFR), B2 rating for Era's existing $200 million of senior
unsecured notes and SGL-2 Speculative Grade Liquidity Rating. This
action reflects Era's recent upsizing of its senior secured
revolving credit facility to $300 million from $200 million. The
outlook remains stable.

"Moody's regards this transaction as an opportunity for Era to
bolster its liquidity as it executes its conservative growth
plan," commented Amol Joshi, Moody's Vice President. "This
transaction puts more secured debt ahead of the unsecured bonds,
however the company's helicopter fleet provides sufficient asset
coverage."

Issuer: Era Group, Inc.

Affirmations:

Corporate Family Rating, Affirm B1

Probability of Default Rating, Affirm B1-PD

Senior Unsecured Regular Bond/Debenture, Affirm B2 (LGD5, 75%)

Speculative Grade Liquidity Rating, Affirm SGL-2

Outlook Action:

Maintain Stable Outlook

Ratings Rationale

The senior unsecured notes are rated B2, one notch beneath the CFR
of B1, despite the increased potential priority claim of its $300
million revolver to the company's assets. Moody's believe that the
B2 rating is more appropriate for the senior unsecured notes than
the rating suggested by Moody's Loss Given Default Methodology
because of the sufficient asset coverage provided by Era's
helicopter fleet.

Era's B1 CFR reflects its relatively small scale and limited
operating history as a stand-alone company. Era's operations are
heavily reliant on activity levels in the Gulf of Mexico (GOM),
where roughly 55% of the fleet is deployed and where roughly 60%
of revenues are generated. While concentration in the GOM is a
significant factor in the growth objectives laid out by the
company, it also exposes Era to regional event risk. Leverage at
the time of its spin-off from SEACOR was high with debt to EBITDA
over 4x, but has since declined slightly. Leverage is expected to
remain around 4x at least through 2014 as a combination of cash
flow, cash on hand, asset sales and additional bank debt may be
used to fund its newbuild program while improved cash flow from
the fleet additions will follow. The B1 rating also considers
Era's sticky customer relationships in the oil and gas industry
and its track record of operating profitably throughout commodity
price cycles. Era owns the majority of its helicopter fleet which
Era estimates to be worth over $900 million - this compares
favorably to its debt balance of around $300 million at December
31, 2013.

Because of its small scale and limited history operating as a
stand-alone company, a rating upgrade is unlikely in 2014. Once
Era is more seasoned, Moody's would consider an upgrade if
leverage is around 3.0x, EBITDA is over $100 million, and if
Moody's expects the company to generate sizeable free cash flow or
diversify its end-markets. If leverage moves towards 4.5x, a
downgrade would be considered as it represents a more aggressive
financial policy than what is currently envisioned.

Era Group Inc. has a fleet of 165 helicopters that are used to
provide transportation services primarily to the offshore oil and
gas industry. Era was spun out of SEACOR Holdings Inc. in early
2013. The company is headquartered in Houston, Texas.


EVERGLADES RE: S&P Assigns B Rating to $1.50BB Sr. Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B(sf)' rating to the $1.50 billion Series 2014-1 senior secured
notes issued by Everglades Re Ltd.  The notes cover losses in
Florida from hurricanes on an annual aggregate basis.  This is the
largest catastrophe bond issued to date.

S&P based the rating on the lowest of the natural catastrophe risk
('B'), the rating on the assets in the reinsurance trust account
('AAAm'), and the creditworthiness of the ceding insurer.  S&P do
not maintain an interactive rating on the cedant, but it currently
rates its bonds 'A+'.

This is the third such issuance by Everglades Re Ltd. and the
first with an annual aggregate trigger.  These notes sit in the
reinsurance layer previously covered in part by the series 2012-1
notes that matured on April 30, 2014.

Through this issuance, Citizens has obtained three-year
collateralized reinsurance at what S&P believes is a cost-
effective level.  The interest spread paid to investors on the
Series 2014-1 notes is 7.50% versus 17.75% on the Series 2012-1
notes.

RATING LIST

New Rating
Everglades Re Ltd.
  Sr sec notes series 2014-1                    B(sf)


EXIDE TECHNOLOGIES: South Coast May Pursue Lawsuit
--------------------------------------------------
Bankruptcy Judge Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware approved a stipulation and agreed order
regarding the lawsuit filed by South Coast Air Quality Management
District against Exide Technologies.

On Jan. 16, 2014, the District filed a complaint in the Superior
Court of the State of California, County of Los Angeles, captioned
People of the State of California ex rel South Coast Air Quality
Management District.  Though the lawsuit, the District sought,
among other things, civil penalties of no less that $40 million
from the Debtor arising from alleged air pollution and emission in
the South Coast Air Basin. The debtor contested the allegation and
on Feb. 14, the Debtor removed the lawsuit to the U.S. District
Court for the Central District of California.

The parties disagreed as to the applicability of Bankruptcy Code
Section 362 to the Lawsuit, but the parties have agreed that: (i)
the District may prosecute the lawsuit through and including the
final judgment; and (ii) the District will not seek to collect any
money judgment obtained in the lawsuit absent further order of the
Court.

                  About Exide Technologies

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

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

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

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

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

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

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


FAB UNIVERSAL: Receives NYSE MKT Delisting Notice
-------------------------------------------------
FAB Universal on April 28 disclosed that it had received notice
from NYSE MKT LLC that, indicating that the staff of NYSE MKT
intends to strike the common stock of the Company from listing on
the NYSE MKT by filing a delisting application with the U.S.
Securities & Exchange Commission pursuant to Section 1009(d) of
the NYSE MKT?s Company Guide.

The Company has requested an oral hearing before an Exchange
Listing Qualifications Panel to appeal the Staff?s determination.

                    About FAB Universal Corp.

Headquartered in Pittsburgh, FAB Universal Corp. --
http://www.fabuniversal.com-- is a worldwide distributor of
digital media and entertainment.  FAB delivers media to its
customers worldwide through Intelligent Kiosks, Retail Stores and
Franchises, and online through Apple iTunes and Google Android.
The Company distributes billions of movie, music, podcast, TV show
and other digital files to consumers in 240 countries through
three business units: Digital Media Services, Retail Media Sales
and Wholesale Media Distribution.  Sales of digital media are
generated through the kiosks networks, subscription sales for
mobile devices, smartphone Apps and Netflix-like subscription
models.  In 2011, the Company distributed billions of downloads of
copyrighted music, video games, ringtones, ebooks, movies and
podcasts to over 50 million people worldwide through iPods,
iPhones, iPads, iTunes, Blackberrys, Windows Phones, Androids and
many other devices and destinations.


FCC HOLDINGS: S&P Removes 'CCC+' Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said it removed its 'CCC+'
issuer credit and senior unsecured ratings on FCC Holdings LLC
from CreditWatch with negative implications and affirmed the
ratings.  The outlook on the issuer credit rating is negative.

S&P removed its ratings from CreditWatch negative following FCC's
debtholders' agreement to lower the company's minimum tangible net
worth (TNW) covenant to $100 million and the receipt of financial
statements that show FCC's year-end 2013 TNW was $103.7 million.
"We expect the company to remain in compliance with the amended
covenant through at least the first half of 2014," said Standard &
Poor's credit analyst Richard Zell.

S&P had placed its ratings on FCC on CreditWatch on Nov. 19, 2013,
when the company was on track to violate the previous $125 million
minimum TNW covenant on its unsecured debt.  The company was able
to avoid the Dec. 31, 2013, TNW covenant violation by obtaining a
compliance waiver.  It also appeared likely that debtholders would
agree to amend the covenants. However, even after the covenant was
reduced to the $100 million minimum TNW threshold, S&P kept its
ratings on CreditWatch negative, as it was still unclear whether
FCC would be able to comply with the reduced requirement, given
the large loan loss provision it announced during the fourth
quarter.

FCC's net revenue has been declining during the past several years
as the size of the loan portfolio continues to shrink.  A portion
of this decline in loan balances is the result of FCC's strategic
plan to exit specific loan categories not congruent with the
company's asset-based lending (ABL) and factoring mission, such as
loan advances secured by recurring monthly revenue contracts from
alarm system providers, coupled with the company's new maximum
loan limits.  However, some of the shrinkage is the result of
increased competition from banks and other finance companies in
the ABL and factoring markets.  Regardless of the reason, this
decline in earning assets is constraining earnings.

S&P believes that during 2014, FCC will continue to face revenue
challenges, which could result in near break-even net earnings, as
a best-case scenario.  It is more likely that modest loan loss
provisioning during 2014 will result in earnings losses and
further erosion of capital.

"Although we removed the ratings from CreditWatch, the outlook on
FCC Holdings is negative," said Mr. Zell.  "If the company is
unable to curtail its recent track record of losses, it could
violate the $100 million TNW covenant or be forced to ask its
debtholders to grant a waiver or an amendment yet again."

S&P could lower its ratings on FCC if we expect the company to
violate the TNW covenant, particularly if S&P believes that
debtholders are unlikely to grant the company further amendments
or waivers.  Given the current challenges facing FCC, S&P do not
anticipate taking a positive rating action during 2014.  Still,
S&P could raise its rating on FCC if it can build more equity and
establish a larger cushion against the minimum TNW covenant, and
if S&P believes the company is unlikely to suffer the type of
outsize credit losses that it has reported in recent years.


FISKER AUTOMOTIVE: Creditors Seek to File Rival Payment Plan
------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Fisker Automotive Inc.'s unsecured creditors say the failed
hybrid auto maker's "unreasonable demands" have kept it from
finalizing a creditor-payment plan, so they're looking to take
matters into their own hands.

According to the report, on May 2, the official committee
representing Fisker's unsecured creditors filed papers asking a
bankruptcy judge to terminate Fisker's control of its Chapter 11
case so they may file a Chapter 11 plan on the company's behalf.

Fisker asked the court to push back a preliminary hearing on the
plan to May 20 from May 6, citing its continued talks with the
unsecured creditors to "resolve open comments" about the plan, the
report related.

But in their filing, the unsecured creditors say those talks have
been "painfully difficult" and haven't resulted in a completed
plan because of the "new and unreasonable demands" they say Fisker
has made, the report further related.  According to the creditors,
those demands include a proposed $750,000 fee for the company's
chief restructuring officer, as well as other terms they say
"would harm general unsecured creditors."

                     About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.


FREDERICK'S OF HOLLYWOOD: Amends Rule 13E-3 Transaction Statement
-----------------------------------------------------------------
An amended Rule 13E-3 transaction statement was filed with the
U.S. Securities and Exchange Commission by:

   (i) Frederick's of Hollywood Group Inc.;

  (ii) Philip A. Falcone;

(iii) Harbinger Group Inc.;

  (iv) FOHG Holdings, LLC ("Parent");

   (v) FOHG Acquisition Corp., ("Merger Sub") a wholly owned
       subsidiary of Parent;

  (vi) HGI Funding, LLC;

(vii) Tokarz Investments, LLC;

(viii) TTG Apparel, LLC;

  (ix) Fursa Alternative Strategies LLC;

   (x) Arsenal Group, LLC;

   (xi) William F. Harley; and

   (xii) Michael T. Tokarz.

The Transaction Statement relates to the Agreement and Plan of
Merger, dated as of Dec. 18, 2013, as amended on April 14, 2014,
by and among the Company, Parent, and Merger Sub.  If the
conditions to the closing of the merger are either satisfied or
waived, Merger Sub will be merged with and into the Company, the
separate corporate existence of Merger Sub will cease and the
Company will continue its corporate existence under New York law
as the surviving corporation in the merger and a wholly owned
subsidiary of Parent.  Upon completion of the Merger, the Common
Stock, other than Excluded Shares and Dissenting Shares, will be
converted into the right to receive $0.27 per share in cash,
without interest and less any required withholding taxes.
Following the completion of the Merger, the Common Stock will no
longer be publicly traded, and holders (other than the Rollover
Shareholders) of the Common Stock that has been converted will
cease to have any ownership interest in the Company.

Concurrently with the filing of the Transaction Statement, the
Company filed with the SEC a definitive proxy statement under
Regulation 14A of the Exchange Act, pursuant to which the
Company's board of directors is soliciting proxies from
shareholders of the Company in connection with the Merger.

A copy of the Amendment No.5 to Schedule 13E-3 is available for
free at http://is.gd/ct8BQR

                      Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

Mayer Hoffman McCann expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
company has suffered recurring losses from continuing operations,
has negative cash flows from operations, has a working capital and
a shareholders' deficiency at July 27, 2013.

The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.
As of Jan. 25, 2014, the Company had $39.79 million in total
assets, $69.01 million in total liabilities and a $29.22 million
total shareholders' deficiency.


FURNITURE BRANDS: Settlement With PBGC and Committee Approved
-------------------------------------------------------------
The Bankruptcy Court has approved the settlement agreement entered
into by FBI Wind Down, Inc., formerly known as Furniture Brands
International, Inc., its affiliated debtors, the official
committee of unsecured creditors, and the Pension Benefit Guaranty
Corporation.

Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, tells the Court that the settlement
paves the way for the resolution of the Chapter 11 cases, leading
to a liquidating Chapter 11 plan.

According to Mr. Magaziner, the settlement provides for a number
of benefits to holders of general unsecured claims:

   (a) PBGC will contribute $6 million in cash to other general
       unsecured creditors who (i) either vote to accept the
       Chapter 11 plan or do not vote to reject the plan, and
       (ii) do not object to confirmation of the plan;

   (b) PBGC will reduce its claims from $340 million to
       $300 million;

   (c) PBGC will have a claim for $2.17 million, which is
       secured against proceeds from the sale of the their
       foreign non-debtor affiliates;

   (d) the creditors committee and PBGC will support a
       liquidating Chapter 11 plan that provides for the partial
       substantive consolidation of Furniture Brands, thus
       reducing both the impact of PBGC's claims on other
       general unsecured creditors and the costs of
       administration and potential litigation; and

   (e) Furniture Brands' pension plan will be terminated and,
       subject to certain milestones, a pending action in the
       Eastern District of Missouri filed by PBGC to
       Terminate the pension plan will be dismissed with
       prejudice.

The settlement requires that Furniture Brands promptly file a
liquidating plan and they anticipate filing such a plan and
related disclosure statement before the hearing on the settlement.

Mr. Magaziner notes that unfunded pension obligations were one of
the catalysts for commencing the Chapter 11 cases. To the extent
that Furniture Brands are found to be members of a "controlled
group" for purposes of the Employee Retirement Income Security
Act, they would be jointly and severally liable for these unfunded
pension obligations.

PBGC has asserted sizeable claims against each of the 19 debtors,
including:

   (a) a claim for $73,014,426 for unpaid premiums of which PBGC
       asserts that (i) $1,723,176 represents an administrative
       expense claim for annual premiums and (ii) $71,291,250
       represents a general unsecured claim for premiums
       relating to the termination of the pension plan;

   (b) a claim for $8,325,353 for unpaid minimum funding
       contributions, of which PBGC asserts $570,183 is an
       administrative expense claim and $1,250,273 is a priority
       claim; and

   (c) a claim for $260,800,000 for unfunded benefit
       liabilities, of which PBGC asserts an unliquidated amount
       may be an administrative expense claim and/or priority
       claim.

PBGC has also asserted a secured claim against the assets of
Furniture Brands' foreign affiliates for unpaid minimum funding
contributions of $2,171,338. PBGC's claims are by far the largest
claims in the Chapter 11 cases.

Given the size of PBGC's claims, it was apparent that it would be
impossible to confirm a plan without the support of PBGC.
Accordingly, extensive negotiations were sought with PBGC to
resolve its claims as well as secure its support for a plan.

Mr. Magaziner relates that the parties ultimately reached a global
compromise that provides substantial benefit to Furniture Brands'
estates.

The Court's Order dated April 28 provides that any objections that
the Debtors or the Committee may have regarding the nature,
amount, priority or allowance of the PBGC's claims and liens, and
the PBGC's defenses to any objections are preserved until entry of
a final order confirming the Debtors' Chapter 11 plan.  The PBGC
agrees that in no event shall the aggregate of its claims against
the Debtors and against the foreign non-debtor affiliates,
including claims arising as a result of the termination of the
Pension Plan, exceed $300,000,000 in the aggregate.

                     About Furniture Brands

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

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

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

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

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

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

Furniture Brands on April 21, 2014, filed a Chapter 11 plan to get
out of bankruptcy in which it proposes to distribute cash proceeds
from the liquidation of the assets of the company and its
subsidiaries.  The liquidating plan calls for the distribution of
the cash proceeds to Furniture Brands' creditors, which include
proceeds from the sale of its major assets to KPS Capital
Partners' new holding company and from the sale of its remaining
assets.

A hearing to consider the adequacy of the Disclosure Statement
will be held before Bankruptcy Judge Christopher S. Sontchi on May
29, 2014 at 2:00 p.m. (prevailing Eastern Time.


FURNITURE BRANDS: China Creditors Want Committee to Share Info
--------------------------------------------------------------
In November 2013, the Bankruptcy Court approved a process by which
the official committee of unsecured creditors may share
information with other unsecured creditors as well as maintain
confidential information of FBI Wind Down, Inc., formerly known as
Furniture Brands International, Inc., and its affiliated debtors.

Ayesha Chacko Bennett, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, relates that the ad hoc committee of China
creditors reached out to the creditors committee for more
information and to offer its assistance in the Chapter 11 cases.
They participated in several conference calls to request
information to enable it to properly represent the China
creditors' interests and meaningfully participate in the plan
process and overall case. However, the creditors committee failed
to respond to the request for meaningful information after
repeated attempts.

In that regard, the China creditors ask the Court to compel the
creditors committee to share information.

                     About Furniture Brands

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

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

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

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

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

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

Furniture Brands on April 21, 2014, filed a Chapter 11 plan to get
out of bankruptcy in which it proposes to distribute cash proceeds
from the liquidation of the assets of the company and its
subsidiaries.  The liquidating plan calls for the distribution of
the cash proceeds to Furniture Brands' creditors, which include
proceeds from the sale of its major assets to KPS Capital
Partners' new holding company and from the sale of its remaining
assets.

A hearing to consider the adequacy of the Disclosure Statement
will be held before Bankruptcy Judge Christopher S. Sontchi on
May 29, 2014 at 2:00 p.m. (prevailing Eastern Time.


GENERAL MOTORS: Recalls 57,131 SUVs Over Defective Fuel Gauges
--------------------------------------------------------------
The Associated Press reported that General Motors is recalling
57,131 sport utility vehicles because the fuel gauges may show
inaccurate readings.

According to the report, the recall involves the Buick Enclave,
Chevrolet Traverse and GMC Acadia from the 2014 model year. All of
the affected SUVs were built between March 26 and Aug. 15 of 2013.

GM says the engine control module software may cause the fuel
gauge to read inaccurately, the report related.  If that happens,
the vehicle might run out of fuel and stall without warning.

The company doesn't know of any crashes or injuries related to the
problem, the report said.  GM says dealers will reprogram the
software for free, starting immediately.

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GENERAL MOTORS: Proposes Treating Recall Injury Victims Equally
---------------------------------------------------------------
Stephanie Gleason and Jeff Bennett, writing for The Wall Street
Journal, reported that General Motors Co.'s compensation expert
Kenneth Feinberg is devising a plan that would compensate injury
victims linked to an ignition-switch recall no matter when their
accident occurred, according to a Texas attorney.

Plaintiffs' attorney Bob Hilliard, who met with Mr. Feinberg, said
the adviser plans to propose some form of compensation for all
victims regardless of whether their accident occurred before or
after GM's July 2009 bankruptcy, the Journal related.  Mr.
Feinberg, in a separate interview, called the meeting productive
but added: "any talk of compensation is very premature. There were
no substantive conclusions," the Journal further related.

Amanda Bronstad, writing for The National Law Journal, related
that hiring of noted claims attorney Kenneth Feinberg has raised
the possibility that General Motors might set up a fund to
compensate victims of accidents linked to its recent recalls, but
the announcement has done little to placate the plaintiffs bar.

Ms. Bronstad, citing prominent litigators, said General Motors CEO
Mary Barra was evasive and provided little new information about
GM?s handling of ignition switch defects that prompted recalls of
2.6 million vehicles.  Feinberg, who administered compensation
programs for victims of the Sept. 11, 2001, terror attacks and the
Boston Marathon bombing last year, said in a prepared statement
?My mandate from the company is to consider the options for
dealing with issues surrounding the ignition switch matter, and to
do so in an independent, balanced and objective manner based upon
my prior experience,? Ms. Bronstad cited.

Aside from Mr. Feinberg, the Journal said the automaker has also
said it hired an outside crisis management adviser, Jeff Eller, to
help in the recall response, and Chicago attorney Anton Valukas to
spearhead the internal investigation into the mishandling of the
recall.  The National Highway Traffic Safety Administration
confirmed to the Journal that it continues to receive answers and
documentation from General Motors regarding the ignition switch
recall, but has yet to release a timetable on when the information
will be made public.

Daily Bankruptcy Review reported that a federal judge on May 2
laid out his initial views on General Motors' bid to halt class-
action fraud lawsuits filed by GM owners following the auto
maker's recall of 2.6 million vehicles with a faulty ignition
switch.  At a May 2 hearing in New York, plaintiffs' lawyer Edward
Weisfelner urged a bankruptcy judge to consider initially only the
issue of whether GM owners who have been financially harmed by the
faulty switches had been denied due process in 2009 as part of the
company's government-orchestrated 2009 bankruptcy and sale, the
DBR report related.

A separate Journal reported by Mike Spector related that as part
of its 2009 bankruptcy proceedings, GM was allowed to leave behind
legal claims by a host of car-accident victims.  Among those are
victims who likely suffered injuries in some of the roughly 2.6
million cars the auto maker has recalled because of faulty
ignition switches, the Journal said.  How GM ultimately chooses to
deal with those victims or their families could create more
controversy as the company, eager to move on from a $50 billion
government bailout and court restructuring, reaches back into its
prebankruptcy past to reassess the way motorists injured or killed
because of vehicle defects were treated, the Journal report noted.

Ben Klayman and Eric Beech, writing for Reuters, said General
Motors has been accused by U.S. senators of "criminal" behavior
and "a culture of cover-up."  During a conference, Barra, who was
promoted CEO in January, said "While I can't turn back the clock,
as soon as I learned about the problem, we acted without
hesitation."

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GENERAL MOTORS: High Ct. Won't Hear Appeal on Life Insurance Cuts
-----------------------------------------------------------------
Dan Ivers, writing for Law360, reported that the U.S. Supreme
Court declined to revive a putative class action by former General
Motors Co. employees that claimed Metropolitan Life Insurance Co.
improperly reduced their life insurance benefits after the
automaker's 2009 bankruptcy.

According to the report, filed in January, the petition sought to
overturn a September decision by the Sixth Circuit affirming a
lower court's dismissal of the suit alleging the insurance
provider had sent the former employees a series of letters stating
that their life insurance policies would remain in effect and
unchanged for the rest of their lives. However, they claimed
MetLife reneged on the promise when their benefits were reduced to
$10,000 after GM filed for its Chapter 11 reorganization.

"Each version of the plan and its accompanying summary plan
description ... stated that GM 'reserves the right to amend,
modify, suspend or terminate the [plan] in whole or in part, at
any time,'" the Sixth Circuit panel said in its ruling, the report
related.

Led by lead plaintiff Merrill Haviland, the retirees initially
filed suit in a Michigan state court in June 2011, but it was
later moved to federal court because of their claims under the
Employee Retirement Income Security Act, the report further
related, citing court documents.

The district court honored a request by MetLife to dismiss the
action, prompting Haviland the other plaintiffs to appeal the
decision to the Sixth Circuit, the report added.  After it was
rebuffed again, the circuit court denied a petition for an en banc
rehearing, and the plaintiffs opted to take their case to the
Supreme Court.

The case is Merrill Haviland et al. v. Metropolitan Life Insurance
Co., case number 13-905, in the Supreme Court of the United
States.

                    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.

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GENERAL MOTORS: Second Recall-Linked Executive Retires
------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
the General Motors Co. engineering executive who led an
inconclusive investigation into problems with ignition switches
later linked to 13 deaths retired effective on May 5, the auto
maker said.

According to the report, Jim Federico, 56, chief engineer for the
Detroit auto maker's small cars and electric vehicles, retired
from the company after 36 years to pursue other interests, the
company said on May 5.  A GM spokesman declined to say if the
retirement was connected to an internal probe over why it took
near a decade to recall 2.6 million vehicles with potentially
defective ignition switches and cylinders.

The switches can slip to "accessory" from the "run" position,
causing the cars to stall and disabling the air bags and other
equipment, GM has said, the report related.  The nation's largest
auto maker has linked the problem to accidents that have killed at
least 13 people. Plaintiffs' attorneys have argued the numbers of
injured and dead are much greater.

Mr. Federico is the second executive-level GM employee to suddenly
retire from the company. He reported directly to Chief Executive
Mary Barra for a brief time in 2011 and then was placed under
engineering executive John Calabrese when the product development
division was reorganized in July 2012, the report further related.
That same month, Mr. Federico joined the ignition-switch
investigative team.

Ms. Barra has maintained she knew nothing of the switch problem
until December of 2013, two months before the first recall was
issued, the report added.


GENERAL STEEL: Incurs $42.6 Million Net Loss in 2013
----------------------------------------------------
General Steel Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net of $42.62 million on $2.01 billion of sales for the year ended
Dec. 31, 2013, as compared with a net loss of $231.93 million on
$1.96 billion of sales during the prior year.

General Steel reported a net loss attributable to the Company of
$102,000 on $482.21 million of sales for the three months ended
Dec. 31, 2013, as compared with a net loss attributable to the
Company of $49.93 million on $525.06 million of sales for the same
period in 2012.

As of Dec. 31, 2013, the Company had $2.70 billion in total
assets, $3.19 billion in total liabilities and a $493.99 million
total deficiency.

"We are encouraged that we were able to deliver nearly $50 million
year-over-year improvement in net income for the fourth quarter,
despite a very challenging market environment," said Henry Yu,
chairman and chief executive officer of General Steel.  "During
the fourth quarter, the average selling price of rebar decreased,
while the cost of iron ore increased from a quarter ago, and as a
result, our gross margin was depressed.  Facing this difficult
market, we proactively scaled back production and took time in
December to conduct a comprehensive equipment maintenance and
upgrade, as we anticipate the market will noticeably improve in
2014."

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

                        http://is.gd/Mcb66H

                    About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit www.gshi-steel.com.


GLYECO INC: Unit Acquires MMT Acquisition's Business
----------------------------------------------------
GlyEco Acquisition Corp. #3, a wholly-owned subsidiary of GlyeCo
Inc. ("Acquisition Sub"), entered into an Asset Purchase Agreement
on May 24, 2012, with MMT Technologies, Inc., pursuant to which
Acquisition Sub agreed to purchase MMT Technologies' business and
all of its assets.

On March 21, 2014, Acquisition Sub and MMT Technologies entered
into an Amendment No. 1 to Asset Purchase Agreement and
correspondingly consummated the MMT Acquisition, pursuant to which
Acquisition Sub acquired MMT Technologies' business and all of its
assets, free and clear of any liabilities or encumbrances,
consisting of MMT Technologies' equipment, tools, machinery,
supplies, materials, other tangible property, inventory,
intangible property, contractual rights, books and records,
intellectual property, accounts receivable, goodwill, and
miscellaneous assets in exchange for 204,750 shares of restricted
common stock, par value $0.0001, of the Company valued at the then
current fair market value of $1.03 per share.

A copy of the Amendment No. 1 to Asset Purchase Agreement, dated
March 21, 2014, by and among MMT Technologies, Inc. (the Seller),
Otho N. Fletcher, III, Samantha Pratt (the Selling Principals),
and GlyEco Acquisition Corp. #3, an Arizona corporation and
wholly-owned subsidiary of GlyEco, Inc. (the Buyer) is available
for free at http://is.gd/RRrQNU

                          About GlyEco, Inc.

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

Glyeco incurred a net loss of $1.86 million for the year ended
Dec. 31, 2012, as compared with a net loss of $592,171 for the
year ended Dec. 31, 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $15.55 million in total assets, $2.39
million in total liabilities, $1.17 million in redeemable series
AA convertible preferred stock and $11.98 million total
stockholders' equity.

Jorgensen & Co., in Lehi, UT, 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 not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GREEN PLAINS: S&P Assigns 'B+' CCR & Rates $225MM Sr. Loan 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Green Plains Renewable Energy Inc.  At
the same time, S&P assigned its 'BB' issue-level rating to Green
Plains Processing's $225 million senior secured term loan B due
2020.  The recovery rating is '1', indicating that lenders can
expect very high (90% to 100%) recovery if a payment default
occurs.  The outlook is stable.

The ratings reflect Green Plains' "weak" business risk and
"aggressive" financial risk profiles (as S&P's criteria define the
terms).  Credit factors that influence the rating include the
company's participation in the competitive and highly volatile
ethanol industry, risk related to the government mandated
renewable fuels standard, and elevated financial leverage.

"These weaknesses are partially offset by the company's favorable
size and asset diversity compared with industry peers, a
disciplined hedging program, and a modest amount of nonethanol
cash flow that helps mitigate earnings volatility," said Standard
& Poor's credit analyst Nora Pickens.

Green Plains is a vertically integrated ethanol producer with four
operating segments: ethanol production (66% of estimated 2014
EBITDA as per S&P's base case model), corn oil production (13%),
marketing and distribution (18%), and agribusiness (3%).  In the
ethanol production segment, Green Plains operates 12 dry mill
ethanol facilities in the Midwest, with combined ethanol
production capacity of 1,020 million gallons per year and
distiller grain production of 2.9 million tons per year.  Exposure
to volatile and inconsistently correlated commodity prices on the
cost (corn) and revenue (ethanol) sides of the company's margin
equation lead to substantial cash flow volatility.  S&P expects
favorable market conditions will continue over the next 12 months,
driven by low ethanol inventory levels and high sugar prices in
Brazil that should lead to increased exports from the U.S.  To
illustrate the volatility of crush spreads, the industry benchmark
returns (revenue from ethanol and dried distillers grains less
input costs) over the past five years has ranged from a high of
$2.18 per gallon in 2014 to a low of 20 cents per gallon in 2013.

The stable outlook reflects S&P's expectation that Green Plains
will maintain adequate liquidity and that fundamentals,
particularly benchmark crush spreads, will remain supportive for
Green Plains to maintain debt to EBITDA of about 2.5x under
current market conditions and below 4x amid midcycle ethanol
margins.  S&P could lower the rating if industry conditions weaken
materially, liquidity tightens, or if the company has unplanned
downtime such that financial performance deteriorates leading to
total debt to EBITDA above 5x.  Given S&P's assessment of Green
Plains' business risk and the industry's inherent volatility, it
currently views an upgrade as unlikely unless the company embraces
a substantially more conservative financial policy.


GSE ENVIRONMENTAL: Files Voluntary Chapter 11 Bankruptcy Petition
------------------------------------------------------------------
GSE Environmental, Inc. filed for Chapter 11 bankruptcy protection
late on May 4 as part of a restructuring support agreement with
its lenders.

GSE announced an agreement with its lenders to restructure its
balance sheet by converting all of its outstanding first lien debt
to equity, leaving the Company well-positioned for long-term
growth and profitability.

In order to implement the financial restructuring, GSE
Environmental and most of its domestic wholly-owned subsidiaries
have filed voluntary petitions for reorganization under Chapter 11
of the Bankruptcy Code in the Bankruptcy Court for the District of
Delaware.

In conjunction with the Chapter 11 filing, GSE Environmental
entered into a restructuring support agreement with lenders who
hold 100% of the Company's first lien debt.  In this agreement,
the lenders committed to support a restructuring transaction that
will eliminate more than $172 million in debt from GSE
Environmental's balance sheet.

The restructuring support agreement also provides for a $45
million debtor-in-possession (DIP) financing facility to fund the
Chapter 11 process.  The DIP financing will provide adequate
funding to meet customer, vendor, employee, and other stakeholder
commitments for the duration of the restructuring process.  The
lender group has also committed to backstop exit financing to
ensure the Company has a clear path to emergence.  Chuck
Sorrentino, Director, Chief Executive Officer, and President of
GSE Environmental said, "GSE Environmental's board of directors
and management team are pleased to have reached a recapitalization
agreement with all of our first lien lenders that will reduce our
debt, strengthen our balance sheet, and position us for the growth
of the Company and long-term success."

"We are grateful for the support of our key financial stakeholders
for our business plan and restructuring.  We will continue normal
business operations, with no expected disruptions to our
relationships with our employees, customers, business partners, or
vendors.  Our customers can be confident that they will continue
to receive the same high quality products and industry leading
services and support they are accustomed to without interruption,"
concluded Mr. Sorrentino.  GSE Environmental plans to pay in full
and in the ordinary course the Company's trade vendors that agree
to return to market terms for trade credit, and the plan of
reorganization also provides for a meaningful recovery for other
unsecured creditors.

GSE Environmental has filed customary "First Day Motions" with the
Bankruptcy Court, which, if granted, will help ensure a smooth
transition to Chapter 11 without business disruption and will
minimize impact on its employees, customers, business partners,
vendors, and suppliers.  The motions are expected to be addressed
promptly by the Court.  The Company fully anticipates that
employees will continue to receive their usual pay and health and
welfare benefits and is confident that the Court will approve its
request to do so.

GSE Environmental's non-U.S. subsidiaries are not included in the
U.S. Chapter 11 filings and will continue to operate in the
ordinary course without interruption.

The Company is represented by Kirkland & Ellis LLP, Alvarez &
Marsal North America, LLC, and Moelis & Company.  The first lien
lenders are represented by Wachtell, Lipton, Rosen & Katz.

Parties seeking more information about this announcement may
contact GSE Environmental at (281)230-5843 or
recapitalization@gseworld.com

Documents relating to the Company's filing can be accessed at
http://www.gseworld.com


                         $173-Mil. Debt

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that GSE Environmental's plan will provide that holders
of $173.4 million in first-lien notes will become owners of all
the stock.  GSE has a total of $193.1 million in secured debt.

Bloomberg recounts that GSE first tried to find a new investor.
The company then began looking for a buyer when no one would
invest in the existing capital structure, Bloomberg said.
Although a possible buyer was located, the price would pay only 70
percent of first-lien creditors' claims, the Bloomberg report
added.

                      About GSE Environmental

GSE -- http://www.gseworld.com-- is a global manufacturer and
marketer of geosynthetic lining solutions, products and services
used in the containment and management of solids, liquids and
gases for organizations engaged in waste management, mining,
water, wastewater and aquaculture.

GSE has a long history of manufacturing quality geosynthetic
lining systems and developing innovative products.  The Company's
principal products are polyethylene-based geomembranes, geonets,
geocomposites, geosynthetic clay liners, concrete protection
liners and vertical barriers.  GSE manufactures products primarily
to line or cap hazardous and non-hazardous waste landfills,
contain materials generated in certain mining processes, and
contain water, liquid waste and industrial products in ponds,
tanks, reservoirs, sewers and canals.  Headquartered in Houston,
Texas, USA, GSE maintains sales offices throughout the world and
manufacturing facilities in the US, Chile, Germany, Thailand,
China and Egypt.


GSE ENVIRONMENTAL: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates that filed for Chapter 11 bankruptcy petitions:

     Debtor                                       Case No.
     ------                                       --------
     GSE Environmental, Inc.                      14-11126
        aka Gundle/SLT Environmental, Inc.
        aka Gundle Environmental Systems, Inc.
     19103 Gundle Road
     Houston, TX 77073

     GSE Holding, Inc.                            14-11127

     GSE Environmental, LLC                       14-11128

     SynTec, LLC                                  14-11129

Type of Business: Provider of highly engineered geosynthetic
                  containment solutions for environmental
                  protection and confinement applications.

Chapter 11 Petition Date: May 4, 2014

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

Judge: Hon. Mary F. Walrath

Debtors' General Counsel: Patrick J. Nash, Jr., Esq.
                          Jeffrey D. Pawlitz, Esq.
                          Bradley T. Giordano, Esq.
                          KIRKLAND & ELLIS LLP
                          300 North LaSalle
                          Chicago, IL 60654
                          http://www.kirkland.com
                          Tel: 312.862.2000
                          Fax: 312.862.2200
                          Email: patrick.nash@kirkland.com
                                 jeffrey.pawlitz@kirkland.com
                                 bradley.giordano@kirkland.com

Debtors' Local Counsel:   Laura Davis Jones, Esq.
                          Timothy P. Cairns, Esq.
                          PACHULSKI STANG ZIEHL & JONES LLP
                          919 North Market Street, 17th Floor
                          Wilmington, DE 19801
                          http://www.pszjlaw.com
                          Tel: 302.652.4100
                          Fax: 302.652.4400
                          Email: tcairns@pszjlaw.com
                                 ljones@pszjlaw.com

Debtors' Restructuring    Dean Swick
Advisors:                 ALVAREZ & MARSAL LLC
                          700 Louisiana Street, Suite 900
                          Houston, TX 77002
                          http://www.alvarezandmarsal.com
                          Tel: 713.571.2400
                          Fax: 713.547.3697
                          Email: dswick@alvarezandmarsal.com

Debtors' Financial        MOELIS & COMPANY LLC
Advisor and Investment
Banker:

Debtors' Claims           PRIME CLERK LLC
and Noticing Agent:

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

As of the Petition Date, the Debtors had approximately $193.1
million in principal amount of funded debt, including
approximately $18 million of Super Priority Credit Facility
obligations, approximately $173.4 million of First Lien Credit
Facility obligations, and approximately $1.7 million of capital
lease obligations.

The petitions were signed by Charles A. Sorrentino, president and
chief executive officer.

Consolidated List of Debtors' 25 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Formosa Plastic Corp. USA          Trade Payable      $4,133,597
Attn: Robert F. Kelly -
Vice President
9 Peach Tree Hill Road
Livingston, NJ 07039
Tel: 973-992-2090
Fax: 973-992-9627
Email: employment@fpcusa.com

Tenax Corporation                   Trade Payable       $826,796
Attn: Robert D. Kilpatrick -
Vice President
4800 East Monument Street
Baltimore, MD 21205
Tel: 410-522-7000
Fax: 410-522-7015
Email: info@us.tenax.com

Total Petrochemicals &               Trade Payable      $767,440
Refining USA, Inc.
Attn: Elizabeth Matthews -
eneral Counsel
1201 Louisiana Street, Suite 1800
Houston, TX 77002
Tel: 713-483-5000
Fax: 713-483-5466
Email: publicaffairs@total.com

Tensar International Corporation     Trade Payable      $710,521
Attn: Rob Briggs - General Counsel
2500 Northwinds Parkway, Suite 500
Alpharetta, GA 30009
Tel: 770-344-2090
Fax: 770-344-2089
Email: web@tensarcorp.com

Propex Operating Company, LLC        Trade Payable      $378,238
Attn: John Stover - General Counsel
1110 Market St., Suite 300
Chattanooga, TN 37402
Tel: 800-621-1273
Fax: 423-899-5005
Email: todd.gerrez@propexglobal.com

Beaulieu Group, LLC                  Trade Payable      $224,501

BPM Minerals LLC                     Trade Payable      $190,712

Plastics Color Corporation of Ill.   Trade Payable      $156,567

GlobalTranz Enterprises, Inc.        Trade Payable      $131,729

BNSF Logistics International, Inc.   Trade Payable      $130,345

Unipetrol RPA, S.R.O.                Trade Payable      $123,375

Ingenia Polymers                     Trade Payable      $123,018

Carpet & Rug Backing & Supplies, Inc.Trade Payable       $91,467

Sirius Solutions                     Trade Payable       $91,232

Total Industrial Services            Trade Payable       $61,853
Specialties, Inc.

Standard & Poor's                    Trade Payable       $60,697

Alabama Carriers, Inc.               Trade Payable       $55,175

EnviroCon Systems, Inc.              Trade Payable       $54,297

Atlantic Packaging                   Trade Payable       $44,865

Allpart Supply                       Trade Payable       $41,560

BNSF Railway Company                 Trade Payable       $41,287

Brown, Ralph And Sonya               Litigation     Undetermined

Crumbley, Lynn                       Litigation     Undetermined

Flores, Francisca                    Litigation     Undetermined

Webester, Lee                        Litigation     Undetermined


GUIDED THERAPEUTICS: Incurs $10.4 Million Net Loss in 2013
----------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to common stockholders of $10.39 million
on $820,000 of contract and grant revenue for the year ended
Dec. 31, 2013, as compared with a net loss of $4.35 million on
$3.33 million of contract and grant revenue during the prior year.

As of Dec. 31, 2013, the Company had $3.31 million in total
assets, $3.42 million in total liabilities and a $107,000 total
stockholders' deficit.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company's recurring losses from operations and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

                         Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised by the end of the second quarter of 2014,
the Company has plans to curtail operations by reducing
discretionary spending and staffing levels, and attempting to
operate by only pursuing activities for which it has external
financial support and additional NCI, NHI or other grant funding.
However, there can be no assurance that such external financial
support will be sufficient to maintain even limited operations or
that the Company will be able to raise additional funds on
acceptable terms, or at all.  In such a case, the Company might be
required to enter into unfavorable agreements or, if that is not
possible, be unable to continue operations, and to the extent
practicable, liquidate and/or file for bankruptcy protection," the
Company said in the Annual Report.

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

                       http://is.gd/uSdni8

                    About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.


GUITAR CENTER: Suspending Filing of Reports with SEC
----------------------------------------------------
Guitar Center, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission to terminate the registration of its 11.50
percent senior notes due 2017.  As a result of the Form 15 filing,
the Company will not anymore be obligated to file periodic reports
with the SEC.

                       About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Cal., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites.  It
operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

Guitar Center disclosed a net loss of $72.16 million in 2012, a
net loss of $236.93 million in 2011 and a $56.37 million net loss
in 2010.

                        Bankruptcy Warning

"If our cash flows and capital resources are insufficient to fund
our and Holdings' debt service obligations, we may be forced to
reduce or delay capital expenditures, sell assets or operations,
seek additional capital or restructure or refinance our and
Holdings' indebtedness.  We cannot provide any assurance that we
would be able to take any of these actions, that these actions
would be successful and permit us to meet our and Holdings'
scheduled debt service obligations or that these actions would be
permitted under the terms of our and Holdings' existing or future
debt agreements.  In the absence of such operating results and
resources, we could face substantial liquidity problems and might
be required to dispose of material assets or operations to meet
our and Holdings' debt service and other obligations.  Our senior
secured credit facilities and the indentures that govern the notes
will restrict our ability to dispose of assets and use the
proceeds from the disposition.  We may not be able to consummate
those dispositions or to obtain the proceeds which we could
realize from them and these proceeds may not be adequate to meet
any debt service obligations then due.

If we cannot make scheduled payments on our and Holdings' debt, we
will be in default and, as a result:

   * our and Holdings' debt holders could declare all outstanding
     principal and interest to be due and payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the period ended Dec. 31,
     2012.

                           *     *     *

The Troubled Company Reporter, on March 27, 2014, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Westlake Village, California-based Guitar Center
Holdings Inc. to 'CC' from 'CCC+'.  The outlook is negative.

As reported in the TCR on Feb. 28, 2011, Moody's Investors Service
affirmed Guitar Center's Caa2 Corporate Family Rating and the $622
million existing term loan rating of Caa1 due October 2014.  The
Probability of Default Rating was revised to Caa2/LD from Caa2
while the Speculative Grade Liquidity assessment was changed to
SGL-2 from SGL-3.  The rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.

As reported by the TCR on May 30, 2013, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Westlake
Village, Calif.-based Guitar Center Holdings Inc. to 'CCC+' from
'B-'.

"Our rating action reflects our view that the company's financial
commitments are not sustainable in the long term given weaker than
expected performance over the past two quarters," said credit
analyst Mariola Borysiak.


HDOS ENTERPRISES: May Sell Assets and Inventory to Fred Bush
------------------------------------------------------------
The Bankruptcy Court has authorized HDOS Enterprises to sell
assets and inventory or, alternatively, abandon personal property
assets which remain in any of its closed stores to Fred Bush &
Associates for a fixed price of $17,500 with no auction or
overbid.

The Court also granted the Debtor's motion which was modified to
(i) limit the property to be sold to Fred Bush & Associates which
were held in the Debtor's three Phoenix area, Arizona stores; and
(ii) fix the rejection of the leases pertaining to those stores to
11:59 p.m., local time on Feb. 28, 2014.

As reported in the Troubled Company Reporter on March 4, 2014,
according to the Debtor's counsel, J. Bennett Friedman, Esq., at
Friedman Law Group, P.C., in Los Angeles, California, the
purchaser and the purchase price were the result of a great deal
of condensed effort by the Debtor and its counsel to locate a
liquidator to remove and sell the items from the 15 store
locations that were rejected by the Debtor on Feb. 11, 2014.  Mr.
Friedman said 13 of the closed stores have appliances, inventory
and equipment.

Mr. Friedman asserted that retention of the personal property will
impel an ongoing surcharge, and that charge will, at least
arguably, be entitled to administrative expense priority.

As reported in the TCR on April 2, 2014, the Court approved a
stipulation among: (1) HDOS Enterprises; (2) Torrey Pines Bank;
(3) creditors Christopher J. Witczak, Linda A. Witczak, Larry R.
Yoachum, and Rosa Yoachum; and (4) CAPREF Lloyd Center LLC.  The
bank and the creditors assert a security interest in and lien on
all of HDOS's personal property, including a store in Oregon known
as Lloyd Center, which HDOS has leased from CAPREF.  In February
2014, HDOS advised CAPREF that it was vacating the store and was
abandoning any remaining fixtures, furniture and equipment.

The purpose of the stipulation is to clarify matters with respect
to disposing of some remaining property in the lease.

In the stipulation, the parties agree, among other things, that:

   (a) the bank and creditors do no assert a security interest
       in or lien on the lease; and

   (b) any furniture, fixtures or equipment remaining in the
       store is deemed abandoned to CAPREF free and clear of all
       liens and claims.

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HERON LAKE: Plans to Redeem Outstanding 7.25% Secured Notes
-----------------------------------------------------------
Heron Lake BioEnergy, LLC, has given notice of its intention to
redeem all of the outstanding 7.25 percent Subordinated Secured
Notes due 2018 pursuant to the "optional redemption" right in the
indenture governing the Notes.  A notice of redemption will be
distributed to all registered holders of the Notes.

The notice of redemption provides that any Notes outstanding on
July 1, 2014, will be redeemed in cash for 100 percent of the
principal amount, plus accrued and unpaid interest to, but
excluding, the redemption date.  On and after the redemption date,
the Notes will no longer be deemed outstanding, interest will
cease to accrue thereon and all rights of the holders of the Notes
will cease, except for the right to receive the redemption price.

In lieu of redemption, holders of the Notes may elect at any time
prior to 5:00 p.m. Central time on June 20, 2014, to convert their
Notes into capital units of the Company (either Class A or Class B
units).  The conversion rate is $0.30 per unit.

As of May 2, 2014, there was $4.143 million aggregate principal
amount of the Notes outstanding.  If all of the holders of the
Notes called for redemption elect to convert their Notes, the
Company will issue an additional 13,810,000 units in connection
with the conversion of the Notes.  To the extent holders of the
Notes do not elect to convert their Notes called for redemption
prior to the redemption date, the Company expects to use a
combination of cash, cash equivalents and borrowings under its
credit facilities to fund the redemption price.

Copies of the Officers Certificate and Notice of Redemption and
additional information relating to the redemption or conversion of
the Notes may be obtained from US Bank National Association,
Attention: Heron Lake BioEnergy Administrator, 60 Livingston
Avenue, EP-MN-WS3C, St. Paul, MN 55107-2292.

                         About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

Heron Lake reported net income of $2.26 million on $163.76 million
of revenues for the year ended Oct. 31, 2013, as compared with a
net loss of $32.35 million on $168.65 million of revenues for the
same period a year ago.  The Company's balance sheet at Oct. 31,
2013, showed $60.79 million in total assets, $33.24 million in
total liabilities and $27.55 million in total members' equity.

Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Oct. 31, 2013.  The independent auditors noted that
the Company has incurred losses due to difficult market conditions
and had lower levels of working capital than was desired.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

The Company has entered into an amended and restated master loan
agreement with AgStar Financial Services, PCA, under which the
Company has two forms of debt as of Oct. 31, 2013, a term note and
a revolving term note.  The Company's total indebtedness to AgStar
as of Oct. 31, 2013, was approximately $22.6 million, consisting
of approximately $16.6 million under the term note and
approximately $6 million under the revolving term note.

The Company's loan agreements with AgStar are secured by
substantially all business assets and are subject to various
financial and non-financial covenants that limit distributions and
debt and require minimum debt service coverage, net worth, and
working capital requirements.  The Company was in compliance with
the covenants of its loan agreements with AgStar as of Oct. 31,
2013.  In the past, the Company's failure to comply with the
covenants of the master loan agreement and failure to timely pay
required installments of principal has resulted in events of
default under the master loan agreement, entitling AgStar to
accelerate and declare due all amounts outstanding under the
master loan agreement.

"If AgStar accelerated and declared due all amounts outstanding
under the master loan agreement, the Company would not have
adequate cash to repay the amounts due, resulting in a loss of
control of the Company's business or bankruptcy," the Company said
in its Annual Report for the year ended Oct. 31, 2013.


HIGH MAINTENANCE: Plan Hearing Continued to May 12
--------------------------------------------------
The Bankruptcy Court in Corpus Christi, Texas, will hold a hearing
May 12 at 10 a.m. to consider confirmation of the Chapter 11 exit
plan of High Maintenance Broadcasting LLC and GH Broadcasting Inc.

The Court will also consider at the hearing the Debtors' request
for an extension of their exclusivity periods.

The Bankruptcy Court approved the First Amended Disclosure
Statement explaining the Debtors' First Amended Joint Plan of
Reorganization in an Order dated Jan. 29.  The Court initially set
the confirmation hearing for Feb. 18 at 9 a.m. Central Time.  The
hearing was then reset to March 28.

The Jan. 29 Disclosure Statement Order required confirmation
objections to be filed by Feb. 13.  Plan votes were due Feb. 14.
A report summarizing the vote tabulation for the Plan was to be
filed Feb. 17.

Neligan Foley LLP, the Debtors' counsel, was authorized to act as
balloting agent.

The Plan, originally filed on Jan. 6, was the product of mediation
held in October last year among the Debtors; their noteholders,
which serve as the largest creditor constituency; and their equity
owners.   The mediation resulted in a mediated term sheet that set
forth the framework for a consensual plan.

The Debtors' Plan provided for the substantive consolidation of
the estates, and all classes of Claims will be paid as if the
Debtors were a single enterprise.

On Feb. 13, the noteholders filed a limited objection to the Plan,
saying the Debtors should not be substantively consolidated.  The
noteholders said the mediated term sheet does not provide for
substantive consolidation and that consolidation would be unfair
to creditors.

On Feb. 14, the Debtors filed papers seeking continuation of the
Confirmation hearing date to "a date convenient to the Court" to
allow the parties to reach a consensual resolution of the
Noteholders' objection or, if necessary, to prepare for a
contested confirmation hearing.  At the same time, the Debtors
asked the Court to move the exclusivity period to file a Plan,
which was slated to expire March 7.  In their request, the Debtors
sought a 30-day continuance of the confirmation hearing date and
the exclusive plan filing period.

                     Summary & Outline of Plan

The Plan contemplates that in exchange for the exit capital
contribution of $250,000, ownership and control of the Debtors
will be transferred to Corpus 18 LLC on the plan effective date.
Within three years from the effective date, the Debtors will
market and sell their assets and distribute the sale proceeds to
creditors and interest holders.  The Debtors believe the sale
proceeds will be sufficient to pay all claims infull but there are
no guarantees or assurances as to the price at which the Debtors
will be able to sell their assets.

The Debtors will fund the Plan using cash on hand, cash arising
from operation and sale of assets, the exit capital contribution,
and $250,000 in exit loans, and any cash generated on or after the
effective date, including recoveries from prosecution of causes of
action.

The noteholders will finance the exit loans.

Under the Plan, General Unsecured Claims Against HMB, estimated to
total $13.52 million, and General Unsecured Claims Against GHB,
estimated to total $11.06 million, will initially be paid
interests until the sale of the Debtors' assets are consummated.
Upon the closing of the sale, holders of General Unsecured claims
will receive, in full satisfaction of the Claim, a pro rata share
of the so-called General Unsecured Sale proceeds.  Equity
interests in the Debtors will be cancelled and the equity holders
will receive their pro rata share of the sale proceeds after other
claims are paid.

Prior to the bankruptcy filing, the Debtors attempted to sell
their assets and in March 2012 struck a sale agreement for $8.5
million with affiliates of London Broadcasting Company Inc.  The
buyers failed to close the sale.  The Debtors have sued the buyers
for breach.

The Debtors are also embroiled in pre-bankruptcy litigation with
the noteholders, for alleged "fraudulent inducement" in connection
with HMB's purchase of KUQI-TV.  The noteholders have sued the
Debtors' guarantors to recover the full amount due under the
amended senior notes.  Corpus 38 financed HMB's purchase of KUQI-
TV under the terms of an original note in the face amount of $6.3
million.  The noteholders declared the Debtors in default under
the Note.

A copy of the First Amended Disclosure Statement explaining the
Plan is available at no extra charge at:

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

              About High Maintenance Broadcasting and
                          GH Broadcasting

High Maintenance Broadcasting LLC owns and operates full power
television station KUQI-TV (Channel 38), which is licensed in
Corpus Christi, Texas, and is primarily affiliated with the Fox TV
network.  It also owns the FCC license to operate the station as
well as domain name kuquitv.com.  GH Broadcasting Inc. owns and
operates two lower-power TV broadcast stations KXPX (Channel 14)
and KTOV (Channel 21), which are licensed in Corpus Christi, as
well as related equipment and FCC licenses for those stations.

On June 17, 2013, an involuntary petition for relief (Bankr.
S.D. Tex. Case No. 13-20270) was filed against High Maintenance by
Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy,
Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises,
LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J.
Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family,
Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section
303 of the Bankruptcy Code.

An involuntary petition under Chapter 11 of the U.S. Bankruptcy
Code was also filed against GH Broadcasting, Inc., on July 2,
2013.  GH Broadcasting owns and operates television broadcast
stations KXPX CA and KTOV LP, which are licensed in Corpus
Christi, Texas.

On July 24, 2013, the Debtors filed responses to the involuntary
petition, in which they assented to the entry of an order for
relief.  The Court entered on July 25, 2013, consensual orders for
relief in each of the Debtors' cases.  On Aug. 1, 2013, the Court
entered an order for the joint administration of the cases.

The Debtors' counsel are Patrick J. Neligan Jr., Esq., and John D.
Gaither, Esq., at Neligan Foley LLP.

The noteholders include Robert Behar, Estrella Behar, Leibowitz
Family Broadcasting, LLC, Lermont Trading, Ltd., and Jays Four,
LLC.  The noteholders are represented by Ronald A. Simank, Esq.,
at Schauer & Simank, P.C.


HIGH MAINTENANCE: Hires Wilkinson Barker as FCC Counsel
-------------------------------------------------------
High Maintenance Broadcasting LLC and GH Broadcasting Inc. seek
authority from the Bankruptcy Court to employ Wilkinson Barker
Knauer LLP as special counsel related to Federal Communications
Commission matters.  The Debtors need the firm to provide
assistance with the various FCC filings, advice regarding
compliance with FCC rules and regulations, and assistance in the
renewal of the FCC licenses for 2014.

Wilkinson Barker was initially hired in the ordinary course in
September 2013.  The order authorizing the firm's employment was
capped at $5,000 per month during the 2013 and $2,500 per month
thereafter.

The Debtors note that their joint plan of reorganization provides
for the transfer of the FCC licenses to a third party, which
requires FCC approval.  FCC license renewal applications for the
Debtors' licenses also were due April 1.  The Debtors said the
firm's fees have exceeded the $2,500 monthly cap.  Hence, they
filed a request for the firm's retention as special FCC counsel.

Robert D. Primosch, a partner at Wilkinson Barker, will lead the
engagement.  He charges $475 per hour.  Rosemary C. Harold, Esq.,
bills $440 an hour while Karla Huffstickler, a paralegal, bills
$215 per hour.

The Debtors believe the firm is a "disinterested person" as
defined in Sec. 101(14) of the Bankruptcy Code.

              About High Maintenance Broadcasting and
                          GH Broadcasting

High Maintenance Broadcasting LLC owns and operates full power
television station KUQI-TV (Channel 38), which is licensed in
Corpus Christi, Texas, and is primarily affiliated with the Fox TV
network.  It also owns the FCC license to operate the station as
well as domain name kuquitv.com.  GH Broadcasting Inc. owns and
operates two lower-power TV broadcast stations KXPX (Channel 14)
and KTOV (Channel 21), which are licensed in Corpus Christi, as
well as related equipment and FCC licenses for those stations.

On June 17, 2013, an involuntary petition for relief (Bankr.
S.D. Tex. Case No. 13-20270) was filed against High Maintenance by
Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy,
Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises,
LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J.
Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family,
Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section
303 of the Bankruptcy Code.

An involuntary petition under Chapter 11 of the U.S. Bankruptcy
Code was also filed against GH Broadcasting, Inc., on July 2,
2013.  GH Broadcasting owns and operates television broadcast
stations KXPX CA and KTOV LP, which are licensed in Corpus
Christi, Texas.

On July 24, 2013, the Debtors filed responses to the involuntary
petition, in which they assented to the entry of an order for
relief.  The Court entered on July 25, 2013, consensual orders for
relief in each of the Debtors' cases.  On Aug. 1, 2013, the Court
entered an order for the joint administration of the cases.

The Debtors' counsel are Patrick J. Neligan Jr., Esq., and John D.
Gaither, Esq., at Neligan Foley LLP.

The noteholders include Robert Behar, Estrella Behar, Leibowitz
Family Broadcasting, LLC, Lermont Trading, Ltd., and Jays Four,
LLC.  The noteholders are represented by Ronald A. Simank, Esq.,
at Schauer & Simank, P.C.


HORIZON LINES: Incurs $14.1 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Horizon Lines, Inc., reported a net loss of $14.15 million on
$255.37 million of operating revenue for the quarter ended
Dec. 22, 2013, as compared a net loss of $17.97 million on $259.82
million of operating revenue for the quarter ended Dec. 23, 2012.

For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.93 million on $1.03 billion of operating revenue as
compared with a net loss of $94.69 million on $1.07 billion of
operating revenue for the year ended Dec. 23, 2012.

As of Dec. 22, 2013, the Company had $624.60 million in total
assets, $668.39 million in total liabilities and a $43.79 million
total stockholders' deficiency.

"Horizon Lines fourth-quarter adjusted EBITDA increased 33.1% over
the same period a year ago and the company generated GAAP
operating income of $1.8 million in the quarter, the first fourth-
quarter GAAP operating profit since 2009.  The improvement in
adjusted EBITDA was driven largely by reduced vessel charter
expense, the absence of vessel incidents, and an increase in third
party services," said Sam Woodward, president and chief executive
officer.  "The factors driving adjusted EBITDA growth were
partially offset by modestly lower rates, net of fuel and reduced
fuel recovery.  Results represent the fourth consecutive quarter
with double-digit percentage growth in adjusted EBITDA over prior-
year results, adding further momentum to the improvement of
Horizon Lines' financial performance."

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

                         http://is.gd/zsfv1j

                         About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HRK HOLDINGS: Court Allows Revised Sale Agreements
--------------------------------------------------
At Allied Universal Corporation and Mayo Fertilizer Inc.'s
request, the Bankruptcy Court approves the revised ancillary
agreements and exhibits to the asset purchase agreement with HRK
Holdings, LLC, and HRK Industries, LLC.  The Court further
approves an easement agreement among the parties.

The Court allows HRK and the purchasers to enter into any
modifications to the agreements without need of further Court
approval, provided that no amendments will occur without prior
consent of Regions Bank.

HRK Holdings is selling real property assets to Allied Universal
Corp. and Mayo Fertilizer, Inc.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


HYDROCARB ENERGY: Borrows $600,000 From Chairman
------------------------------------------------
Hydrocarb Energy entered into a secured promissory note with its
Chairman of the Board, Kent Watts, whereby Mr. Watts agree to loan
the Company up to $600,000, the Company disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission.  The
Company will use the proceeds to recomplete the work on wells in
its Galveston Bay production.

The interest rate is 6.25 percent.  The term of the Note is 36
months.  The Note can be secured by a lien on assets owned by the
Company's subsidiary Galveston Bay Energy LLC when no other liens
exist.  A previous debt of $100,000 was rolled into this Note.
The current outstanding principal due on the Note is $300,000.

                        About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.  As of Jan. 31, 2014, the Company had
$27.04 million in total assets, $14.28 million in total
liabilities and $12.76 million in total equity.


INT'L COMMERCIAL: Donald McDonald Appointed Director
----------------------------------------------------
Pursuant to authorization under International Commercial
Television's Bylaws, the Company's Board of Directors has
appointed Donald Joseph McDonald as a director, bringing the
number of directors to four.  The appointment is effective
April 28, 2014.

Mr. McDonald is presently with Great Valley Capital Advisors,
assisting companies with corporate development and strategy.
Previously, Mr. McDonald was vice chairman, director and founder
of Skinny Nutritional Corporation from 2006 to 2012.  Mr.
McDonald's achievements included raising $20 million capital,
developing a nationwide distribution network and recruiting
international distributors.  Prior experience and roles included
president, CEO, director and Founder of Directrix, Spice Direct,
LSI Communications and National Media Corporation.  Mr. McDonald's
background encompasses public company, financing, operational and
sales experience.

Mr. McDonald will receive an annual stipend of $6,000, and will be
granted an option to purchase 100,000 shares of the Company's
common stock at a purchase price of $.70 per share.

"We look forward to Mr. McDonald's assistance and expertise as we
grow our business and broaden our investment base," the Company
said in a regulatory filing with the U.S. Securities and Exchange
Commission.

                   About International Commercial

Wayne, Pa.-based International Commercial Television Inc. sells
various consumer products.  The products are primarily marketed
and sold throughout the United States and internationally via
infomercials.

International Commercial disclosed a net loss of $550,448 on
$22.92 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $485,892 on $3.10 million of net sales
in 2011.

EisnerAmper, LLP, in Edison, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company's recurring losses from operations raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $4.83
million in total assets, $2.87 million in total liabilities and
$1.96 million in total shareholders' equity.

                        Bankruptcy Warning

"There is no guarantee that the Company will be successful in
bringing our products into the traditional retail environment.  If
the Company is unsuccessful in achieving this goal, the Company
will be required to raise additional capital to meet its working
capital needs.  If the Company is unsuccessful in completing
additional financings, it will not be able to meet its working
capital needs or execute its business plan.  In such case the
Company will assess all available alternatives including a sale of
its assets or merger, the suspension of operations and possibly
liquidation, auction, bankruptcy, or other measures.  These
conditions in conjunction with the Company's historical net
operating losses and accumulated deficit raise substantial doubt
about the Company's ability to continue as a going concern," the
Company said in its quarterly report for the period ended
Sept. 30, 2013.


IMPLANT SCIENCES: Completes $20 Million Refinancing
---------------------------------------------------
Implant Sciences Corporation executed a Note Purchase Agreement
with an accredited institutional investor group based in New York
City, on March 19, 2014.  The Company issued senior secured
promissory notes in the principal amount of $20,000,000 to this
investor group.  Implant Sciences used the proceeds of the loan to
pay down its DMRJ Group LLC line of credit as well as some
portions of its other indebtedness to DMRJ.

The new notes mature on March 31, 2015, are not convertible in
shares of the Company's common stock and bear interest at 15
percent per annum, payable quarterly.  The loan may be prepaid by
Implant Sciences on 30 days' notice, without premium or penalty.
The new loans, which are senior to the DMRJ debt, are secured by
the assets of the Company and its subsidiaries.

In addition to this refinancing, DMRJ has agreed to extend the
maturity of all Implant Sciences' indebtedness from Sept. 30,
2014, to March 31, 2015, and has agreed to subordinate its
position to the new lenders.  No other terms or conditions of the
DMRJ credit agreements were changed.

"We believe our ability to execute this non-convertible debt
financing agreement with new lenders is based on the strength of
our operations, our market traction in explosives trace detection,
and the future potential of Implant Sciences.  The loan gives us
the flexibility to pay down our DMRJ debt while also providing
additional working capital," stated Implant Sciences' president
and CEO, Glenn Bolduc.  "We are also happy to announce the
extension of our loans from DMRJ.  DMRJ has been consistently
supportive of our Company and has provided us the capital we
needed to get to where we are today.  We are pleased to continue
to work with them."

Detailed information on additional terms of the new notes and the
extension can be found in the Company's Report on Form 8-K, a copy
of which is available for free at http://is.gd/p7iS9z

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Dec. 31, 2013, showed $5.46 million
in total assets, $57.89 million in total liabilities and a $52.42
million total stockholders' deficit.

                         Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$4,593,000 in cash available from our line of credit with DMRJ, at
February 4, 2014, we will require additional capital in the first
quarter of fiscal 2015 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in its quarterly report for the period ended Dec. 31, 2013.


ISR GROUP: Section 341(a) Meeting Set on June 5
-----------------------------------------------
A meeting of creditors in the bankruptcy case of ISR Group,
Incorporated, will be held on June 5, 2014, at 1:30 p.m. at Ed
Jones, Room 102, Jackson.  Proofs of claims are due by Sept. 3,
2014.  For governmental agencies, the bar date will be on
Oct. 27, 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.

ISR Group, Incorporated, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tenn. Case No. 14-11077) on April 29, 2014.  John
Stuecheli signed the petition as chief restructuring officer.
The Debtor estimated $10 million to $50 million in assets and
liabilities.  Franklin Childress, Jr., Esq., at Baker Donelson
Bearman, serves as the Debtor's counsel.  Judge Jimmy L Croom
presides over the case.


JETBLUE AIRWAYS: S&P Affirms 'B' CCR & Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on New York City-based JetBlue Airways
Corp.  S&P revised the outlook to positive from stable.

At the same time, S&P raised its issue rating on JetBlue's
convertible notes to 'B' from 'B-' and revised its recovery rating
to '4' from '5' due to the company's paydown of secured debt.  The
'4' recovery rating indicates S&P's expectation of average (30% to
50%) recovery in the event of a payment default.

"We base our positive outlook on JetBlue's improved operating
performance and debt reduction, which have resulted in credit
ratios that are now consistent with an 'aggressive' financial risk
profile (compared with 'highly leveraged' previously), as per our
corporate criteria," said Standard & Poor's credit analyst Betsy
Snyder.

At Dec. 31, 2013, JetBlue's ratio of funds from operations (FFO)
to debt was 17% and debt to EBITDA was 4.4x.  S&P expects
operating performance will recover from the weak first quarter of
2014, when the company was hurt by adverse weather conditions.
S&P also expects the company will maintain its improved credit
metrics through 2015, despite substantial capital spending over
that period.

"We assess JetBlue's business risk profile as "weak," which
incorporates the company's "fair" competitive position and our
assessment of industry risk as "high" and country risk as "very
low."  JetBlue is a midsize U.S. low-cost airline that serves
destinations in the U.S., Puerto Rico, the Caribbean, and Latin
America.  Its primary focus is at JFK in New York City, with
smaller focus cities of Boston; Fort Lauderdale, Fla.; Long Beach,
Calif.; Orlando, Fla; and San Juan, Puerto Rico.  Although it is
less diversified than larger airlines due to the substantial
percentage of its operations at JFK, it has expanded its
operations at Boston, where it is the largest airline, and
established many partnerships with other airlines, including
Hawaiian Airlines, Aer Lingus, Lufthansa, Emirates, Singapore, and
JAL.  It operates a relatively young, fuel-efficient fleet
consisting of 130 Airbus A320's (a midsize narrowbody plane), five
larger A321 narrowbodies, and 60 Embraer 190s (a large regional
jet) as of March 31, 2014," S&P said.

The outlook is positive based on S&P's expectation that JetBlue
will maintain its improved operating performance, resulting in
relatively consistent credit measures despite substantial capital
spending over the next year.

S&P could raise the ratings if the company's credit metrics
improve more than it expects, despite its heavy capital spending
commitments, with FFO to debt rising to the high-teens percent
area.

S&P could revise the outlook to stable if lower than expected
earnings and cash flow caused FFO to debt to decline to below 12%
for a sustained period.


KKR FINANCIAL: S&P Raises Preferred Stock Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
counterparty credit rating on KKR Financial Holdings LLC (KFN) to
'BBB' from 'BBB-'.  S&P also raised its rating on the company's
preferred stock to 'BB+' from 'BB' and removed the ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 17, 2013.  S&P's 'bbb-' SACP on KKR Financial remains
unchanged.  The rating outlook is stable.

The rating action follows the completion of KKR & Co. L.P.'s (KKR)
acquisition of KFN in an all-stock transaction.  "The upgrade
reflects our view that KFN is moderately strategically important
to KKR and that the parent would provide extraordinary support
under some stress scenarios," said Standard & Poor's credit
analyst Jeffrey Zaun.

Under S&P's group rating methodology criteria, this results in a
one notch uplift from the stand-alone credit profile (SACP).  KKR
will not, however, guarantee the debt obligations of KFN.  The
SACP remains 'bbb-'.  The SACP is based on KFN's adequate capital
levels, good asset liquidity, and the ongoing operational support
it receives from KKR.  S&P also views the firm's earnings, which
improved in 2012 and remained steady through 2013, as a positive
ratings factor.  Partly offsetting these positive factors are the
high risk in the firm's investment portfolio, its dependence on
collateralized loan obligations (CLOs) and other secured funding,
and its vulnerability to investment-market volatility.

"The stable outlook incorporates our expectation that the
company's performance will remain stable," said Mr. Zaun.  "Our
expectations regarding the company's capital levels, funding, and
current yield from the portfolio are more important to our rating
than our expectations for its reported returns."

As the company replaces some of its nonrecourse debt with recourse
funding (unsecured or secured funding with recourse to the
company), S&P expects that management will reduce the company's
equity in CLOs or retain earnings to keep the ratio of recourse
debt to ATE between 0.5x and 1.0x.

S&P will monitor leverage metrics as the firm adds more recourse
debt to support investment strategies that don't lend themselves
to CLO funding.  S&P could downgrade KFN if its recourse leverage,
as measured by recourse debt to ATE, exceeds 1.2x for an extended
period without a credible plan to reduce it to less than 1.2x.
Over the long term, difficulty funding newer strategies such as
mezzanine lending, CRE, and natural resources, or cash flow
blockage because of CLO overcollateralization tests, could also
result in a downgrade.  An upgrade is unlikely until the
portfolio's composition and the company's funding profile
stabilize.


LAFAYETTE YARD: Confirms First Amended Plan of Liquidation
----------------------------------------------------------
The Bankruptcy Court entered an order dated April 10, 2014,
approving the Disclosure Statement dated Feb. 26, 2014, and
confirming Lafayette Yard Community Development Corporation's
First Amended Chapter 11 Plan of Liquidation.

The Amended Disclosure Statement provides for, among other things,
the change from Plan of Reorganization to Plan of Liquidation.  A
copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/LafayetteYard_AmendedDS.pdf

Parties-in-interest expressed support to the confirmation of the
Debtor's Plan.  The City of Trenton responded to the Official
Unsecured Creditors Committee's objection to the confirmation of
the First Amended Plan of Liquidation filed by the Debtor, stating
that it is entitled to be placed in a separate Class under the
Plan as an impaired creditor, to the extent of its partially
secured claim.

Stacey L. Meisel, Esq., at BECKER MEISEL LLC, represented the City
of Trenton, related that the City of Trenton is entitled to be
subrogated to the secured claim of the Wells Fargo National
Association, bond trustee for the Hotel Revenue Bonds because the
City of Trenton, as guarantor of the Hotel Revenue Bonds, paid in
full the amount necessary to the Bond Trustee for the Hotel
Revenue Bonds to be redeemed.

The City of Trenton added that the Bond Trustee has already
assigned its liens to the City of Trenton.

In a separate filing, Wells Fargo responded to address portions
of the objection of the U.S. Trustee to confirmation of the Plan,
stating that (i) it is  is willing to support amendments to the
plan to resolve certain pending objections; (ii) the remaining
Plan objections that relate to the plan release terms must be
overruled; and (iii) the remaining plan objections that relate to
the plan exculpation terms must be overruled.

Valerie A. Hamilton, Esq., at SILLS CUMMIS & GROSS P.C., and
William W. Kannel, Esq., at MINTZ, LEVIN, COHN, FERRIS, GLOVSKY
and  POPEO, P.C., represented Wells Fargo.

As reported in the Troubled Company Reporter on March 12, 2014,
the Court conditionally approved the Debtor's Disclosure Statement
on Feb. 11.  The Debtor requested that the Court conditionally
approve the Disclosure Statement and combine the final hearing on
the Disclosure Statement with the Plan confirmation hearing.  The
Debtor explained that the Bankruptcy estate will incur additional
administrative expenses the longer its case is in bankruptcy.

According to the Disclosure Statement, the Debtor's principal
objective in its Chapter 11 petition is reorganize through the
marketing and competitive sale of its assets and business as a
going concern under Bankruptcy Code Section 363.

The Plan will be funded from cash held as of the Effective Date
and all other remaining assets of the Debtor.

Copies of the Plan and the Disclosure Statement is available for
free at:

   http://bankrupt.com/misc/Lafayette_246_Chapter11plan.pdf
   http://bankrupt.com/misc/Lafayette_247_Disclosurestatement.pdf

Prior to the conditional approval of the Disclosure Statement,
Tracy Hope Davis, U.S. Trustee for Region 17, said the Debtor's
Plan is not confirmable as currently drafted because it contains
exculpation and release provisions that are overbroad and contrary
to applicable law in the Third Circuit.  The Debtor's Plan seeks
to provide exculpation to entities that are not fiduciaries of the
estate. It also seeks to include activities that may have been
performed prepetition, which is impermissible.  The Plan further
contains non-consensual third party release provisions.

                      About Lafayette Yard

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23,
2013.  The hotel went into bankruptcy when the city of Trenton and
the state declined to continue covering losses.

The 197-room hotel opened in 2002 and needs renovation, according
to court papers. Situated on 3.7 acres, it's owned by not-for-
profit Lafayette Yard Community Development Corp.  There is $29.9
million in long-term debt, including $14.4 million in tax-exempt
bonds.

The Debtor is represented by Gregory G. Johnson, Esq., at
Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.

Lafayette Yard Development Corporation $432,633 in assets and
$33,583,834 in liabilities as of the Chapter 11 filing.

The U.S. Trustee has selected three creditors to serve on the
Official Committee of Unsecured Creditors.


LIGHTSQUARED INC: Dish's Ergen Objects to Reorganization Plan
-------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that LightSquared's reorganization plan gives too much to value to
the wireless venture's top shareholder, Philip Falcone, and
shouldn't be approved, a lawyer for Dish Network Corp. Chairman
Charlie Ergen said on May 5.

"The debtors can still reorganize, just not under this plan," the
Journal said, citing Willkie Farr & Gallagher LLP's Rachel S.
Strickland, a lawyer for Mr. Ergen, LightSquared's largest secured
lender.

"This is not a reorganization," the Journal added, further citing
Ms. Strickland as saying, pointing out that Lightsquared would be
taking on more debt under the proposal.

Under the proposed restructuring, Mr. Falcone would retain more
than a third of LightSquared's equity, a rarity in Chapter 11
cases, the report related.  Mr. Falcone has denied in court that
the plan treats him too well.

LightSquared is seeking court approval of its restructuring plan,
but also wants a favorable ruling in a separate trial over its
allegations that Mr. Ergen improperly acquired nearly $1 billion
in the company's debt, the report further related.  Judge Shelley
C. Chapman is presiding over both trials: Lightsquared's
bankruptcy and the company's claim about Mr. Ergen's debt.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIQUIDMETAL TECHNOLOGIES: To Hold "Say-on-Pay" Vote Every Year
--------------------------------------------------------------
Liquidmetal Technologies, Inc., disclosed in an amended current
report with the U.S. Securities and Exchange Commission dated
March 26, 2014, that based on all of the factors taken into
consideration, the Company has decided that it will hold an
advisory vote on the compensation of its named executive officers
every year.  As previously reported, the Company's stockholders
approved, among other things, the holding of future advisory vote
on executive compensation every year.

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal Technologies incurred a net loss and comprehensive
loss of $14.24 million on $1.02 million of total revenue for the
year ended Dec. 31, 2013, as compared with a net loss and
comprehensive loss of $14.02 million on $650,000 of total revenue
for the year ended Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $4.10 million
in total assets, $6.84 million in total liabilities and a $2.74
million total shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit.  This raises substantial doubt about
the Company's ability to continue as a going concern.


LOUDOUN HEIGHTS: July 15 Hearing on Filing of 2nd Amended Plan
--------------------------------------------------------------
The Bankruptcy Court, according to Loudoun Heights, LLC's case
docket, continued until July 15, 2014, at 11:00 a.m., the hearing
to consider the deadline to file a Second Amended Disclosure
Statement.

As reported in the Troubled Company Reporter on April 22, 2014,
the Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization.  According to the
disclosure statement, all classes of creditors will be paid in
full.  The proceeds from sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured
and general unsecured creditors, and court-approved professionals.
The Debtor expects $4.37 million to $9.92 million in revenue from
the sale of all assets.

The April Disclosure Statement said the Debtor has a plan of
complete or partial liquidation.  If sufficient property is not
sold within 24 months after approval of the Plan of Reorganization
to repay all secured and unsecured creditors in full, the case
will be converted to a Chapter 7 liquidation.

A copy of the Disclosure Statement, dated April 3, 2014, is
available for free at:

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

                       About Loudoun Heights

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


MACH GEN: First Amended Plan Declared Effective
-----------------------------------------------
MACH Gen, LLC, and its debtor affiliates notified the U.S.
Bankruptcy Court for the District of Delaware that the effective
date of the First Amended Joint Prepackaged Chapter 11 Plan
occurred on April 28, 2014.

On April 11, the Bankruptcy Court confirmed the Plan.  The amended
plan, filed April 9, contained minor modifications.  A blacklined
copy of the Plan is available at no extra charge at:

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

As previously reported by The Troubled Company Reporter, MACH Gen,
a New York-based electricity generator, sought bankruptcy
protection with a prepackaged plan of reorganization, which
proposes to give the company's second-lien debt holders, with Bank
of New York Mellon Corp. as agent, a 93.5% stake in the voting
equity of the reorganized company.

The Debtors said in the Disclosure Statement that the Plan
provides for a restructuring of MACH Gen that will eliminate
approximately $1 billion in debt from its balance sheet.
Second-lien creditors will recover 50% to 65% under the Plan,
while current owners, which took control through a prior debt
restructuring in 2004, are to retain 6.5% of the equity.  Trade
suppliers will be paid in full.

The Plan was a result of a series of discussions under which the
significant majorities of the Debtors' stakeholders agreed to
support the restructuring and vote to accept the Plan pursuant to
a Restructuring Support Agreement, dated as January 15, 2014,
among MACH Gen and (i) holders of 100% of the First Lien Revolver
Claims and First Lien Term Loan Claims; (ii) holders of in excess
of 75% of the Second Lien Claims; and (iii) holders of in excess
of 85% of the Interests in MACH Gen, LLC.

All final requests for payment of  Professional Fees incurred
prior to the Effective Date must be filed with the Bankruptcy
Court and served on Reorganized MACH Gen by no later than June 12.

                         About MACH Gen

MACH Gen, LLC, and four of its affiliates, sought protection under
Chapter 11 of the Bankruptcy Code on March 3, 2014.  The lead case
is In re MACH Gen, LLC, Case No. 14-10461 (Bankr. D.Del.).  The
case is assigned to Judge Mary F. Walrath.

The Debtors' general counsel is Matthew S. Barr, Esq., Tyson M.
Lomazow, Esq., and Michael E. Comerford, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in New York; and Russell C. Silberglied,
Esq., John H. Knight, Esq., and Zachary L. Shapiro, Esq., at
Richards, Layton, & Finger P.A., in Wilmington, Delaware.  The
Debtors' financial advisors and investment bankers are Mark
Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood from Moelis &
Company.  Protiviti, Inc., serves as consultant.  Prime Clerk LLC
serves as claims and noticing agent and administrative advisor.

The Debtors said they had $750 million in total assets and $1.6
billion in total liabilities as of Dec. 31, 2013

The petitions were signed by Garry N. Hubbard, chief executive
officer.


MERIDIAN SUNRISE: U.S. Bank Wants Terms of Amended Plan Enforced
----------------------------------------------------------------
U.S. Bank National Association asks the Bankruptcy Court to direct
Meridian Sunrise Village LLC to enforce the terms of the its
Second Amended Plan of Reorganization by approving the proposed
form of Restructured Class 2 Loan Agreement, the Class 3 Loan
Amendment, and the Class 4 Loan Amendment.

The Second Amended Plan became effective pursuant to the
confirmation order on Sept. 25, 2013.

Following entry of the confirmation order, U.S. Bank and the
Debtor proceeded to discuss the changes necessary to reflect
events since the filing of the Second Amended Plan.  The changes
included the Restructured Class 2 Loan Agreement which
contemplates two loan tranches, each of which was to be evidenced
by a separate promissory note: (a) Class 2 Tranche A, in the
agreed amount of $53,780,307, representing the principal amount of
the Class 2 Claims (after a $1,000,000 principal pay down); and
(b) Class 2 Tranche B, in an amount equal to the remaining amounts
of the Class 2 Claims, including default interest and expenses
(including professional fees).

Similarly, the Class 3 Loan Amendment and the Class 4 Loan
Amendment provided for issuance of the Class 3 Tranche A Note and
the Class 4 Tranche A Note with the principal amount of each claim
($8,436,000 and $1,040,000, respectively) and the Class 3 Tranche
B Note and Class 4 Tranche B Note representing remaining amounts
owed, including reimbursable costs and fees, comprising tranche B.

According to U.S. Bank, the parties have been unable to reach
agreement regarding the amount of the Tranche B obligations.  The
Debtor has refused to sign the Restructured Class 2 Loan
Agreement, the Tranche B note and, despite there being no
disagreement as to amount, also has refused to sign the Tranche A
note and other related loan documents.

Similarly, the Debtor has refused to sign the Class 3 Loan
Amendment, the Class 4 Loan Amendment, the notes contemplated
thereunder, and other loan documents such as amendments to deeds
of trust.

U.S. Bank National Association serves as lender and administrative
agent for various financial institutions, including U.S. Bank as
lender, that from time to time are party to that certain loan
agreement (Vertical Construction) dated as of April 4, 2008 (as
amended) classified under Class 2 of the Second Amended Plan, and
for itself as lender pursuant to the loans classified under Class
3 and Class 4 of the Second Amended Plan.

                About Meridian Sunrise Village LLC

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.  James L.
Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout &
Kornfeld LLP represent the Debtor.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf

Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings,
WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP
represent U.S. Bank National Association, as administrative agent.

James L. Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush
Strout & Kornfeld LLP, in Seattle, represent the Debtor in its
restructuring effort.


METRO AFFILIATES: May Release Funds From Escrow to Pay Claims
-------------------------------------------------------------
Bankruptcy Judge Sean H. Lane has authorized Metro Affiliates,
Inc., et al., to release $2,895,041 from escrow to satisfy certain
existing secured claims.

The Debtors will remit the amounts to the PMM lenders from the
escrowed proceeds:

         GECC                            $819,275
         People's                      $1,800,400
         CBT Inc.                        $935,465

                       About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Wants to Sell Misc Assets to Holcomb Bus
----------------------------------------------------------
Metro Affiliates, Inc., et al., ask the Bankruptcy Court to
authorize the sale of certain miscellaneous assets to Holcomb Bus
Service, Inc.

The purchase price for the purchased assets is $987,460, which
represents 106% of orderly liquidation value for the vehicles.
The Debtors and their advisors believe that the purchase price
represents the highest or best value available for the purchased
assets, especially in light of the extensive marketing efforts and
the robust and fair auction process conducted by the Debtors and
their advisors.

                       About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


MID-VALLEY INC: NLI Bid to Enforce Confirmation Order Denied
------------------------------------------------------------
N.L. Industries, Inc., filed an expedited motion to enforce
confirmation order and asked the U.S. Bankruptcy Court for the
Western District of Pennsylvania to require Marilyn Judson to
dismiss it as a defendant from the case styled Judson v. American
Optical Corp., et. al., Case No. 1222-CC10608 filed in the Twenty-
Second Judicial Circuit Court in the State of Missouri.  The State
Court Action was filed when Kenneth Judson sued a large number of
defendants, including NLI, after he was diagnosed with
mesothelioma.

In the Motion, NLI also seeks an award of sanctions against Judson
for violation of the Permanent Asbestos Channeling Injunction
entered on July 16, 2004, by Hon. Judith K. Fitzgerald, as part of
the Confirmation Order that approved NLI's Fourth Amended and
Restated Joint Prepackaged Plan.

Bankruptcy Judge Thomas P. Agresti, in a memorandum opinion dated
April 24, 2014, concluded that no evidentiary hearing is required
at this time, and that the Motion must be denied, without
prejudice to being refiled at a later time.  Judge Agresti ruled
that the court in the State Court Action will be charged with
carrying out the proceeding in accordance with general principles
but beyond that is free to act in accordance with applicable laws
as it may determine.  If at any time NLI believes the state court
has failed to do so in a manner that implicates a breach of the
Channeling Injunction, it may seek further relief from the
Bankruptcy Court, Judge Agresti further ruled.

The case is NL INDUSTRIES, INC., Chapter 11, Movant v. MARILYN J.
JUDSON, Individually and as Executrix of the Estate of KENNETH
JUDSON, deceased, Respondent (IN RE: MID-VALLEY, INC., et. al.,
Reorganized Debtors, Case No. 03-35592-TPA)(Bankr. W.D. Pa.).  A
full-text copy of Judge Agresti's Decision is available at
http://is.gd/wYQJTDfrom Leagle.com.

Michael G. Zanic, Esq., and David Asigo, Esq. for the Movant.
Carla Guttilla, Esq., and Robert W. Phillips for the Respondent.

NL Industries, Inc. (NL) is a holding company. The Company
operates in the component products industry through its majority-
owned subsidiary, CompX International Inc. The Company operates in
the chemicals industry through its non-controlling interest in
Kronos Worldwide, Inc. As of December 31, 2011, it owned 87%
interest in CompX International Inc and 30% interest in Kronos
Worldwide, Inc. The Company also owns 100% of EWI RE, Inc., an
insurance brokerage and risk management services company. CompX is
a manufacturer of engineered components utilized in a variety of
applications and industries. Kronos is a global producer and
marketer of value-added titanium dioxide pigments. In July of
2011, CompX completed the acquisition of an ergonomic component
products business.

                     About Mid-Valley Inc.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown &
Root International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide
a wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case
No. 02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq.,
and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent
the Debtors in their restructuring efforts.  On June 30, 2004,
the Debtors disclosed $6.255 billion in total assets and
$5.295 billion in total liabilities.

The Bankruptcy Court's July 17, 2004, confirmation of the Debtors'
Prepackaged Plan, and the District Court's affirmation order on
July 26, 2004, allowed the Debtors to emerge from bankruptcy
protection on Jan. 3, 2005.


MISSION NEW ENERGY: Obtains $120,000 From Shares Offering
---------------------------------------------------------
Mission NewEnergy Limited announced placing 15,000,000 shares at a
price of A$0.08 per share raising $120,000 before any costs of the
offer.  The funds will be used for general working capital
purposes.

The placement was conducted pursuant to shareholder approval
received on March 28, 2014, to place up to 100,000,000 shares
within three months of approval.

In addition, 1,000,000 warrants have expired.  There are a further
1,995,000 warrants which expire on May 1, 2014.

Mission NewEnergy also announced that 1,995,009 warrants have
expired.

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

The Company's balance sheet at Dec. 31, 2013, showed $4.92 million
in total assets, $13.96 million in total liabilities and a $9.04
million total deficiency.

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MOOG INC: S&P Raises CCR to 'BB+' on Improved Credit Metrics
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on East Aurora, N.Y.-based Moog Inc. to
'BB+' from 'BB'.  The outlook is stable.  At the same time, S&P
assigned its 'BBB-' issue rating to the company's $900 million
senior secured revolving credit facility, with a '2' recovery
rating, indicating S&P's expectation for substantial recovery
(70%-90%) in the event of a payment default.

"The upgrade reflects the improvement in Moog's credit metrics and
our expectation that they will remain appropriate for the rating
despite only modest organic growth, increased share repurchases,
and likely acquisitions," said Standard & Poor's credit analyst
Christopher Denicolo.  "We expect that funds from operations (FFO)
to debt will be in the 30%-35% range over the next year, with
improvements thereafter, absent large debt financed acquisitions."

Moog is benefiting from strong organic sales in the commercial
aerospace market, which is offsetting declines in defense revenues
and softness in certain industrial markets.  The company is in the
process of finding a buyer for its entire medical segment but
remains open to selling off individual product lines.  The segment
was created through a series of acquisitions, and it comprises
only about 5% of total sales and has had poor revenue growth and
weak earnings for a number of years.

The outlook is stable.  S&P expects Moog's credit metrics to
remain in line with its expectations for the rating despite the
company's acquisition strategy and recently announced share
buyback program.  The strong commercial aerospace market and
contributions from acquisitions should offset weaknesses in the
industrial and defense businesses, as well as the possible
declines in the medical segment as the company seeks to find a
buyer.

S&P could lower the rating if the company's debt-financed
acquisitions and share repurchases program increase leverage
significantly or if its operating performance is weaker than S&P
expects, resulting in FFO to debt falling below 25%.

S&P could raise the rating if Moog articulates a more limited
acquisition strategy and share repurchase program that sustains
FFO to debt above 40%.


MORNINGSTAR MARKETPLACE: Bid to Expand Automatic Stay Challenged
----------------------------------------------------------------
Morningstar Marketplace, Ltd., asks the Bankruptcy Court to expand
the automatic stay's protection to include its affiliates
Morningstar Marketplace Inc. and Morningstar Solar, LLC.

Several lawsuits were filed against Morningstar Ltd. before it
filed for Chapter 11 bankruptcy. These litigations have been
stayed pursuant to Section 362(a) of the Bankruptcy Code,
preventing plaintiffs from collecting debt.

Manufacturers and Traders Trust Company filed an action against
Morningstar Ltd., Morningstar Inc. and Morningstar Solar in the
York County of Common Pleas. This matter is ongoing.

Robert L. Knupp, Esq., at Smigel, Anderson & Sacks, LLP, in
Harrisburg, Pennsylvania, explains that Manufacturers and Traders
should be prevented from attempting to collect from Morningstar
Inc. and Morningstar Solar because it will affect Morningstar Ltd.
and impair its efforts to reorganize.

Extending the automatic stay is critical to Morningstar Ltd.'s
ability to preserve its assets and value of enterprise and to
eventually implement a reorganization plan, says Mr. Knupp.

Morningstar Inc. operates a flea market under a lease from
Morningstar Ltd. while Morningstar Solar, which has no operating
business, owns the solar field that provides electricity to
Morningstar Ltd.'s property. All three entities are solely owned
by Andrew W. Lentz.

M&T Bank, the trustee of certain mortgage revenue bonds, objects
to the Debtor's request, saying the debtor "does not provide any
details as to what business operations would be disturbed if the
[state court actions] were to continue against Marketplace and
Solar, or how each of the companies' businesses are so intertwined
that the [lawsuit's] continuance against Solar and Marketplace
would actually effect the Debtor at all."  M&T argues that it "is
the Debtor's burden to demonstrate the existence of circumstances
that justify the court's use of its equitable powers to extent the
stay to non-debtors" and that the debtor's contention that the
three entities are commonly owned is insufficient. M&T argues that
it will be prejudiced because the affiliate that operates the flea
market is not subject to the restrictions of the sections 363 and
364 of the Bankruptcy Code and, therefore, "be able to freely
spend M&T's cash collateral and adversely affect M&Ts secured
position while M&T is stayed from protecting its interests."  M&T
concludes that "[s]uch a result is inequitable and violates the
balance of rights apportioned between a debtor and its creditors
in the bankruptcy process."

In a separate request, Manufacturers and Traders, as trustee under
a trust indenture for holders of York County Industrial
Development Authority mortgage revenue bonds, sought to prohibit
Morningstar Ltd. from using the trustee's property or to prohibit
continued use of cash collateral and terminating the automatic
stay. The trustee has filed several civil actions in the Court of
Common Pleas of York County. The actions are pending to Dockets
No. 2014-SU-00219-89 and 2014-SU-000220-06.

                   About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


NAVIENT CORP: Fitch Assigns 'BB' IDR; Outlook Stable
----------------------------------------------------
Fitch Ratings has assigned a 'BB' long-term Issuer Default Rating
(IDR) and a 'B' short-term IDR to Navient Corporation.
Additionally, given that SLM Corporation's (SLM) outstanding
unsecured debt issues have been transferred to Navient, Fitch has
transferred SLM's senior unsecured debt ratings to Navient at
'BB'.  The Rating Outlook is Stable.

Fitch has simultaneously downgraded the long-term IDR and senior
unsecured debt ratings of SLM to 'BB' from 'BB+' and downgraded
the preferred stock to 'B+' from 'BB-'.  The ratings of SLM have
subsequently been removed from Rating Watch Negative and the long-
term IDR, short-term IDR and preferred stock ratings have been
withdrawn.  A full list of ratings is provided at the end of this
release.

The rating actions follow the reorganization and separation of
Navient from SLM which took place on April 30, 2014.  Per the
terms of the separation, SLM's existing public unsecured debt of
approximately $18.3 billion will be assumed by Navient. SLM's
existing preferred stock of approximately $565 million will remain
an obligation of SLM.

KEY RATING DRIVERS - Navient, IDRs and Unsecured Debt

Navient's ratings are supported by the low risk and predictable
cash flow nature of its student loan assets and fee-based
businesses, its strong market position and demonstrated servicing
track record (as part of its predecessor organization), and
appropriate capital and liquidity levels.  The ratings are
constrained by limited business diversification, long-term
strategic uncertainty related to the source of incremental
earnings and cash flow to replace those loans that are in in run-
off, high reliance on the capital markets for funding, potential
refinance risk associated with existing unsecured debt, and the
potential for new and more onerous rules and regulations.

The vast majority of Navient's $148 billion of assets ($103
billion of FFELP loans and $31 billion of private loans) at
Dec. 31, 2013 were in run-off mode, leaving the servicing of
federal student loans and other contingency collections as the
primary sources of core earnings growth.

Fitch believes Navient's future operating cash flows will be
sufficient to service unsecured debt maturities.  That said, Fitch
believes Navient's ability to meet its debt obligations could
become pressured in a scenario where multiple variables are
simultaneously stressed.  For example, if Navient were to
aggressively return capital to shareholders and operate with a
marginal cash cushion, followed by a subsequent deterioration in
asset quality and dislocation of the capital markets, the
company's ability to meet its debt obligations would be greatly
reduced.

Navient's executive leadership team has indicated that they intend
to seek growth opportunities in adjacent servicing and collection
businesses while maximizing the cash flows from the run-off
student loan portfolio.  Fitch believes new businesses could
create additional earnings capacity, but they may also introduce
incremental risk.  Navient may also purchase private student loans
from SLM (e.g. Sallie Mae Bank) to support the brand, which could
impact ratings depending on the purchase details (e.g. size and
price) and amount of leverage utilized.

KEY RATING DRIVERS - SLM, IDRs and Unsecured Debt

The downgrade of SLM's IDRs and unsecured debt ratings reflect
potential execution risk associated with the company's more
focused and less diversified business platform, heightened
regulatory risk and the potential for new and more onerous
regulations, asset quality and competitive dynamics in the student
loan industry, and deposit sensitivity in a rising rate
environment.  The withdrawal of SLM's IDRs reflects a lack of
sufficient information to maintain the ratings.

KEY RATING DRIVERS - SLM, Preferred Stock

The downgrade of SLM's preferred stock rating to 'B+' from 'BB-'
reflects the rating downgrade of SLM'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.  The withdrawal of
SLM's preferred stock rating reflects a lack of sufficient
information to maintain the rating.

RATING SENSITIVITIES - Navient

Fitch believes positive ratings momentum is limited in the near
term.  However, demonstrated access to the unsecured debt markets
at reasonable costs, meaningful improvements in core fee-business
operating performance, portfolio acquisitions on attractive terms
which increase future earnings capacity, a demonstrated ability to
successfully launch new businesses, and reductions in leverage
could support positive ratings momentum longer-term.

Negative ratings momentum could develop from an inability to
access the unsecured debt markets on economical terms for
refinancing purposes, significant shareholder distributions,
deteriorating credit performance, or changes to the current
capital allocation methodology which weaken Navient's
capitalization profile.

Negative rating momentum could also develop from higher than
expected loan prepayment activity, new and more onerous rules and
regulations, reductions to unencumbered asset coverage of
unsecured debt resulting from changes in asset or derivative
values, or from declines in fee earnings resulting from a loss or
reduction in key contracts and/or other relationships.

The rating actions are as follows:

Navient Corporation:

-- Assign 'BB' Long-term IDR;
-- Assign 'B' Short-term IDR;
-- Transfer SLM Corporation's 'BB' senior unsecured debt rating
    to Navient;

The Rating Outlook is Stable.

SLM Corporation:

-- Long-term IDR downgraded to 'BB' from 'BB+', removed from
    Rating Watch Negative and withdrawn;

-- Short-term IDR affirmed at 'B', removed from Rating Watch
    Negative and withdrawn;

-- Senior unsecured debt downgraded to 'BB' from 'BB+', removed
    from Rating Watch Negative and transferred to Navient;

-- Preferred stock downgraded to 'B+' from 'BB-', removed from
    Rating Watch Negative and withdrawn.


NEW LIFE INT'L: Taps Massa Estate as Appraiser and Liquidator
-------------------------------------------------------------
New Life International asks for permission from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
Ethan Massa, of Massa Estate Group as appraiser and liquidator for
valuation and assistance with disposition of equipment, nunc pro
tunc to Mar. 14, 2014.

New Life expects that it will wish to engage Massa Estate in the
future to appraise equipment that New Life will wish to liquidate.
Massa Estate may also assist New Life in the actual marketing and
sale of such equipment.  Massa Estate may also be needed to give
testimony at hearings to approve sales, if necessary.  Massa
Estate will charge standard rates for valuations and for any
assistance that it may render in liquidating goods.

Massa Estate's fee for valuation of the equipment already
appraised will be $375, with approval of payment to be requested
in the motion for permission to sell such equipment.

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

The Court for the Middle District of Tennessee will hold a hearing
on the application on May 6, 2014, at 9:00 a.m.  Objections were
due Apr. 29, 2014.

Massa Estate can be reached at:

       Ethan Massa
       MASSA ESTATE GROUP
       339D Rockland Road, Suite D
       Hendersonville, TN 37075
       Tel: (615) 824-5994

                 About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor disclosed $44,651,301 in assets and $46,362,805 in
liabilities as of the Chapter 11 filing.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.

The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors consisting of Robert T. Abbotts, Dorothy F.
Mack, James D. Rice, Richard M. Taylor, and Sharon L. Upton-Rice.
Bradley, Arant, Boult, Cumming LLP serves as counsel to the
Committee.


NIELSEN HOLDINGS: Fitch Affirms and Withdraws 'BB' IDR
------------------------------------------------------
Fitch Ratings has affirmed and withdrawn its ratings on Nielsen
Holdings, N.V. (Nielsen); Nielsen Finance LLC and Nielsen Finance
Co. (collectively, Nielsen Finance); and The Nielsen Company
(Luxembourg) S.a.r.l.

Fitch has decided to discontinue the ratings which are
uncompensated.

Fitch has affirmed and withdrawn the following ratings:

Nielsen

--Issuer Default Rating (IDR) at 'BB'.

Nielsen Finance

--IDR at 'BB';
--Senior secured bank facility at 'BB+';
--Senior unsecured notes of 'BB'.

The Nielsen Company (Luxembourg) S.ar.l.

--IDR at 'BB';
--Senior unsecured notes at 'BB'.

The Rating Outlook was Positive.


NORTH AMERICAN ENERGY: S&P Raises CCR to 'B'; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Edmonton, Alta.-based North American
Energy Partners Inc. (NAEP) to 'B' from 'B-'.  The outlook is
stable.  At the same time, Standard & Poor's raised its issue-
level rating on the company's senior unsecured debt to 'B' from
'B-'.  The recovery rating is unchanged at '4'.

"The upgrade reflects our belief that NAEP should be able to
sustain the financial risk profile improvements it realized in
2013, by limiting its capital spending to maintenance levels and
maintaining stable balance-sheet debt," said Standard & Poor's
credit analyst Michelle Dathorne.  "Our base-case scenario also
assumes the company will exploit underused assets to generate
incremental revenue and cash flow growth without the need for
additional capital spending," Ms Dathorne added.

S&P's forecasting assumptions also incorporate its view that the
company should be able to sustain the stronger margins it
generated in 2013 throughout S&P's forecast period, and thereby
generate the operating cash flow and margins necessary to support
the 'B' rating.

The ratings on NAEP reflect Standard & Poor's view of the
company's limited operational diversification, and diminishing
visibility to future revenue growth, due to increasing competition
from other service providers and in-sourcing among its principal
customers.  S&P believes NAEP's improved operating margins in its
sole business segment, the heavy construction and mining division;
its spending flexibility, which allows the company to reduce
capital spending to maintenance levels without compromising its
operating efficiency; and adequate liquidity offset these
weaknesses.

In S&P's opinion, NAEP's "vulnerable" business risk profile
reflects its narrow business diversification and diminishing
visibility to future revenue growth, and the improved
profitability metrics it has been able to generate with its
renegotiated service contracts with its key customers.  Although
S&P believes the company has a meaningful market position in
overburden removal and other services to established oil sands
producers in the Athabasca oil sands region in western Canada, and
is able to secure additional service contracts outside the oil and
gas industry, NAEP's margins and profitability have been
vulnerable to unscheduled production outages, project delays, or
cancellations.

In S&P's view, the company's "aggressive" financial risk profile
reflects its improved cash flow adequacy and leverage ratios
following its rapid debt reduction in 2013 and the beginning of
2014, and stronger cash flow generation.  Based on S&P's
assumption that NAEP will maintain its capital spending at
maintenance levels throughout its 2014-2016 forecast periods, as
the company should not have to incur significant incremental
spending to generate the revenue growth S&P is forecasting, NAEP
should be able to maintain its fully adjusted debt-to-EBITDA and
funds from operations-to-debt at the levels S&P estimates.

The stable outlook reflects Standard & Poor's expectation that
NAEP will be able to maintain the operating efficiency recently
realized, and sustain stable EBITDA margins throughout Standard &
Poor's 2014-2016 ratings forecast period.  As S&P believes the
company should be able to maintain its capital spending at
maintenance levels, and still generate the revenue and EBITDA
growth incorporated in our base-case scenario, its gross debt
levels and cash flow adequacy metrics should remain commensurate
with S&P's expectations for the 'B' rating.

The company's materially improved financial risk profile is the
most significant factor underpinning its 'B' credit rating.
Moreover, S&P's assessment of its cash flow adequacy and leverage
profile is greatly enhanced by its projected FOCF and stable debt
for NAEP throughout its 2014-2016 forecast period.  If the
company's spending accelerates such that it generates negligible
or negative FOCF, this would have a material adverse effect on
S&P's assessment of NAEP's overall financial risk profile.  If
this occurs, S&P would lower the rating to 'B-'.

As additional debt reduction would not be sufficient to further
enhance the company's credit profile and rating, a positive rating
action would be contingent on a material improvement in NAEP's
business risk profile.  Given the substantial customer
concentration risk that persists, and lack of operational
diversification, S&P do not believe NAEP's existing business could
strengthen sufficiently to bolster its overall credit profile.  As
a result, an upgrade to 'B+' is highly unlikely during S&P's
current outlook period.


NORTH LAS VEGAS: Fitch Affirms 'B' Rating on $365,000 LTGO Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed at 'B' the following North Las Vegas,
NV (the city) obligations:

-- $365,000 limited tax general obligation (LTGO) bond series
    2002B;

-- $131 million LTGO bonds (additionally secured by consolidated
    tax pledged revenues);

-- $290.7 million LTGO water and wastewater improvement bonds
    (additionally secured by water and wastewater system pledged
    revenues).

The Rating Outlook is Negative.

SECURITY

The bonds are secured by the full faith and credit of the city,
subject to Nevada's constitutional and statutory limitations on
the aggregate amount of ad valorem property taxes.  Additional
security is provided to $131 million of the bonds by an
irrevocable pledge of and lien on certain consolidated tax
revenues (15% of these revenues) and to $290.7 million of the
bonds by pledged water/wastewater system net revenues.

KEY RATING DRIVERS

TENTATIVE BUDGET DEFERS RECEIVERSHIP: The city has released a
tentative budget for fiscal 2015 and appears likely to avoid a
state takeover in the near-term.  The budget utilizes a mix of
expenditure reductions and deferrals in addition to further
drawdowns of reserves, and will be considered by the city council
in May.

SETTLEMENT REACHED WITH LABOR: Representatives from four
bargaining units have tentatively agreed to a settlement with the
city that would significantly reduce its obligation to restore
wages frozen in prior years.

SEVERE FINANCIAL CHALLENGES CONTINUE: The city continues to face a
sizeable and increasing budgetary imbalance with no significant
prospects for revenue recovery, constrained expenditure
flexibility following steep cuts in prior years, and ongoing cost
pressures.  It must also address a mandated reduction in subsidies
from its utility funds.

LEGISLATIVE OPTIONS CONSIDERED: Recent press accounts have noted
discussions among state officials of the need for additional
options to address municipal distress.  While no proposals have
yet been released, officials are reportedly examining ways to
bring bondholders to the table and negotiate concessions.

WEAK AND CONCENTRATED ECONOMY: The city and region's economy were
among the hardest hit in the U.S. by the collapse of the housing
market, resulting in a combined taxable assessed valuation (TAV)
decline in the city of 52% over the last four years.  The regional
economy is dominated by tourism and gaming which experienced
significant revenue and employment declines but appear to be
stabilizing.

GROWING LONG-TERM LIABILITIES: Debt is high relative to the tax
base, amortization is slow and debt service is inclining in the
intermediate term.  Carrying costs, including debt and retiree
liabilities, are moderate but expected to increase with rising
pension payments.

NO ENHANCEMENT FOR ADDITIONAL PLEDGES: Fitch does not believe the
additional pledges of consolidated tax and water/wastewater
revenues provide sufficient additional strength to warrant higher
ratings than the level of the LTGO.

RATING SENSITIVITIES

APPROVALS PENDING: Rejection of the tentative agreements by the
city council or labor would jeopardize the city's ability to adopt
a budget for fiscal 2015 and would increase near-term uncertainty.

INABILITY TO ACHIEVE BUDGETED SAVINGS: The fiscal 2015 budget
relies on management's ability to implement a hiring freeze and
achieve departmental savings.  Failure to achieve such savings
would strain the city's finances further and increase downwards
rating pressure.

POTENTIAL FOR BONDHOLDER IMPAIRMENT: Adoption of state legislation
permitting the impairment of bondholders would add to downwards
rating pressures on the city's bonds.  Fitch notes that no such
legislative proposals have yet been released and the timeframe for
their consideration remains uncertain.

CREDIT PROFILE

North Las Vegas encompasses approximately 100 square miles in
Clark County with a population of 227,585.  The city is
approximately 43% built out with a large quantity of undeveloped
land.  The city has nearly doubled in population since 2000 but
growth has more recently slowed with the housing and economic
downturn.

TENTATIVE 2015 BUDGET AND LAWSUIT SETTLEMENT

North Las Vegas has reached tentative agreements with all four of
its unions related to a $25 million Jan. 21 court judgment as well
as fiscal 2015 concessions allowing for a balanced budget.  The
tentative agreements must be voted on and approved by union
members and City Council.  If approved, the possibility of
imminent additional state intervention, such as receivership,
would be reduced.  The council is scheduled to consider the
settlement on May 7 and vote on the budget May 20.  A final city
budget must be submitted to the state June 2.

The $7.7 million lawsuit settlement relates to a judgment
rejecting the city's fiscal year 2013 and 2014 resolutions
declaring a state of emergency and suspending negotiated
compensation increases.  Payment consists of $5.6 million
generated by a reduction in the city's general fund balance to 6%
from 8% and $2.1 million from a public safety sales tax fund.

The city's unions have also tentatively agreed to defer drawing on
compensated absences in fiscal 2015, shifting approximately $10
million in expenses to future years.  Additional budget savings is
anticipated from $4.8 million in previously planned hiring that
will be delayed and $2.6 million in departmental budget cuts.

LIKELIHOOD OF IMMINENT STATE INVOLVEMENT LESSENED

Given the tentative fiscal 2015 balanced budget, the likelihood of
imminent state receivership is lessened.  State law bars Nevada
municipalities from filing for bankruptcy, but allows for the
state to become the receiver.  The Nevada Tax Commission could
also eventually ask voters to approve disincorporation.  Current
statute requires that taxes for bond repayment continue to be
levied under disincorporation.  However, under state receivership,
the statute directs the state to formulate a debt liquidation
program.

In place of receivership, sentiment at the state level appears to
have shifted towards legislative solutions to encourage voluntary
concessions by bondholders or other creditors.  No formal
proposals for such legislation have been released, but state
officials have been quoted in recent press accounts regarding the
need for tools to encourage creditors to voluntarily enter into
negotiations with the city to restructure debt.

STRUCTURAL IMBALANCE; DEPENDENCE ON UTILITY TRANSFERS REMAIN

The city's seven-year forecast released in January indicates a
large and growing structural deficit with negative general fund
balances increasing to $142 million by fiscal 2021 (87.8% of that
year's forecasted spending) assuming only small revenue increases
as well as annual $32 million transfers from the utility fund.
Such transfers have had a negative impact on the utility funds,
whose cash balances, which stood at $83.5 million at fiscal-year
end 2012, are projected to decrease to $3.5 million by fiscal
2018.

The city's financial position has weakened as a result of many
years of large net deficits.  Fiscal 2013 ended about as expected
with an unrestricted general fund balance of $8.9 million equal to
7.5% of spending.

General fund fiscal 2013 year-end cash was just $2.3 million, or
0.4x liabilities and has declined significantly from an average of
$15.5 million from 2006 to 2009.  An attempt to refinance $6.9
million in general obligation bonds in April 2013 to provide
liquidity was unsuccessful.  Fitch views this as both an
indication of, and a contributor to, the city's financial stress.

STEEP REVENUE DECLINES; NO REMAINING EXPENDITURE FLEXIBILITY
General fund revenues declined for the fifth consecutive year in
fiscal 2013 to $86.95 million not including utility transfers, a
drop of 47.2% since peaking in fiscal 2008.  Property taxes
continue to decline and now make up only 8.7% of revenues compared
to 18% in fiscal 2010.  The city retains about 30 cents in
flexibility under the statutory tax rate cap of $3.64 per $100 of
assessed value.  However, management has indicated this would
raise only an estimated $1 million due to abatement and Fitch
believes the city council's decision not to increase the rate
despite adopting two state of emergency resolutions supports
management's assertion that an increase is politically infeasible.
Given the level of cuts made prior to the emergency resolutions,
including eliminating about 800 full-time equivalent positions
(35% since the peak in 2009) through attrition and voluntary
separation and layoffs, the city retains virtually no additional
expenditure flexibility beyond layoffs.

ELEVATED LONG-TERM LIABILITIES

In part due to the steep decline in TAV, overall debt levels
including the water and wastewater GO bonds are high at 7.4% of
market value.  In addition, amortization is slow with an ascending
debt service schedule in the intermediate term.

Carrying costs are currently in the moderate range at 17% of
governmental spending.  However, Fitch expects this ratio will
increase as both debt service and post-retirement benefit costs
rise.

STRESSED ECONOMY

The city's tax base grew rapidly through fiscal 2008 before
declining 58% between 2009 and 2013. It ticked up 1.4% in fiscal
2014.  The city's housing market continues to experience high
foreclosure rates as, despite recent increases, home prices are
still 50% below their 2006 peak.

The city and regional economies are concentrated in gaming; most
major employers and taxpayers are hotel/casinos.  The city's
unemployment rate of 10.2% as of December 2013 was well above the
county (8.9%), state (8.7%), and nation (6.5%).  Median household
income is 6% above the state and 14% above the nation, but per
capita income is 20% below both state and national average.


OAKLEY REDEVELOPMENT: Fitch Raises Rating on $24.8MM TABs to 'BB+'
------------------------------------------------------------------
Fitch Ratings has upgraded the following Oakley Redevelopment
Agency, California's tax allocation bonds (TABs):

-- $24.8 million subordinate TABs series 2008 to 'BB+' from 'BB'.

The Rating Outlook is revised to Stable from Negative.

In addition, Fitch affirms the 'A' rating on the following senior
TABs of the RDA:

-- $6.4 million TABs, series 2003.

The Rating outlook on the series 2003 TABs remains Stable.

SECURITY

Per the indenture, the senior TABs are secured by tax increment
revenues generated within the project area, net of administration
fees, pass-through amounts, and housing set-aside funds.  Part of
the senior TABs was used for low/moderate income housing purposes
and can be repaid from the housing set-aside revenues.

The subordinate bonds are secured by net tax increment after debt
service payments on the agency's senior 2003 TABs.

Each series of TABs has its own cash-funded debt service reserve
fund, with the standard three-pronged requirements.  As of
Dec. 2013, both are fully funded at $674,860 for the 2003 series
and $1,999,750 for the 2008 series.

KEY RATING DRIVERS

SURPLUS HOUSING REVENUES BOOST COVERAGE: The upgrade reflects
Fitch's refined analysis of surplus housing revenues, which Fitch
now considers to be available to pay non-housing TAB debt service.
The availability of these revenues materially improved the bonds'
debt service coverage.

AV STABILIZATION: The Outlook revision to Stable reflects growth
in assessed values (AV) in fiscal 2014, following four years of AV
contraction.  AV performance is expected to be modestly positive
over the near term as home prices in the area are increasing from
previously depressed levels.

SOLID SENIOR LIEN COVERAGE: The 'A' rating on the senior lien TABs
reflects solid maximum annual debt service (MADS) coverage and
significant resilience to potential AV declines.

MIXED ECONOMIC INDICATORS: The project area tax base is moderately
concentrated and historically volatile.  However, it benefits from
the city's underlying economy which features above-average income
levels and favorable unemployment rates.

SATISFACTORY AB1X26 IMPLEMENTATION: The rating incorporates the
expectation that the agency will continue its satisfactory
implementation of AB1x26 (dissolution legislation) procedures and
prioritize the rated debt service payments.

RATING SENSITIVITIES

TAX-BASE CONTRACTION: An unexpected reversal of the recent AV
gains would likely result in negative rating action.

CREDIT PROFILE

The city of Oakley (the city) is about 50 miles northeast of San
Francisco, and 58 miles southwest of Sacramento.  The Oakley
Redevelopment Project Area is 1,537 acres, or about 15% of the
city.  It is 59% residential and 19% commercial.  Following the
dissolution of the former Oakley Redevelopment Agency, the city
has taken over as the successor agency (SA) to wind down
operations and facilitate debt payments.

ANALYTICAL REFINEMENT CONSIDERS POSITIVE EFFECTS OF DISSOLUTION

On May 1, Fitch began to include in its TAB analyses the
beneficial impacts of dissolution legislation (AB1X26).  Fitch now
considers TAB liens to be closed and surplus housing revenues
(after housing TABs) to be available for non-housing TAB debt
service.  The availability of surplus housing revenues led to a
material improvement of debt service coverage, resulting in the
upgrade.

Prior to May 1, Fitch had explicitly not considered these positive
dissolution factors in its TAB analyses, reflecting a conservative
approach to a dissolution environment marked by legislative,
administrative, and judicial uncertainty.  Over the last two-and-
a-half years since dissolution was upheld by the court, six
recognized obligation payments schedule (ROPS) cycles have passed
during which the surplus housing revenue and closed liens have
benefitted TAB credit quality with no successful legal challenges
to date.  Although uncertainties persist, Fitch views the
continued presence of closed TAB liens and surplus housing revenue
availability as more likely than not to remain a feature of
California TABs.

IMPROVED SUB COVERAGE, STILL VULNERABLE

The subordinate 2008 TABs coverage increases materially after the
inclusion of surplus housing revenues, as Fitch now views these to
be available for non-housing debt.  Annual debt service for 2014
for the 2008 series, including surplus housing revenues, is 1.17x,
a significant uplift from the weak 0.97x excluding these revenues.
MADS also improves from 0.93x to 1.12x when surplus housing
revenues are included; under base case projections, the debt
service reserve fund will no longer be drawn upon.  Fitch cautions
that MADS is still vulnerable to AV changes.  A 7.5% decline in AV
would result in a slightly below 1x coverage for MADS, and a
repeat of the AV declines experienced in fiscals 2009 and 2010
would result in a depletion of the debt service reserve fund
within three years.

SOLID SENIOR COVERAGE

Series 2003 senior TABs benefit from strong coverage levels with
or without surplus housing revenues.  Around 15% of the senior
lien debt service is eligible to be paid from the 20% housing set-
aside funds, as part of the original bond proceeds was used for
low/moderate income housing purposes.  MADS coverage by 2014
revenues on this housing portion of the senior lien TABs is high
at over 5.3x due to the limited amount of senior debt.  The non-
housing portion of the senior TABs also enjoys a solid 4.4x MADS,
up from 3.6x without surplus housing revenues.  Both are resilient
to various AV stresses, and can still achieve over 1x MADS if AV
falls by 53% (versus 52% excluding surplus housing revenues), a
level that Fitch considers very resilient.

IMPROVED AV, MODERATE CONCENTRATION

The recent stabilization of the historically volatile tax base is
expected to continue over the near term.  Project area AV
exhibited large variations in recent years, with double-digit
annual growth rates in pre-recession years and a large one-year
decline of 21% in fiscal 2010 followed by more moderate declines
in 2011, 2012 and 2013.  By fiscal 2013, AV was 29% below peak.
Fiscal 2014 AV increased for the first time since 2009 with a gain
of 3.6%.  Fitch expects additional growth over the next few years
based on positive changes in the local real estate market, as
shown by the 25% year-over-year increase in the Zillow housing
index for the city.  The project area real estate market
performance is likely to be weaker than the city's, but is
expected to be modestly positive.

The rating is affected by the tax base's concentration. While the
top 10 property taxpayers account for a moderate 18% AV, or 25% of
incremental values (IV), already low coverage levels on the
subordinate bonds would likely fall below 1.0x with the loss of
any of the top 10 taxpayers.

BEDROOM COMMUNITY WITH MIXED ECONOMIC CHARACTERISTICS

The city, in north-eastern Contra Costa County, is a bedroom
community to the San Francisco and Sacramento employment centers
and is home to approximately 36,000 residents.  The city
experienced strong population growth in the early 2000's with a
corresponding housing boom, and was subsequently hit
disproportionally hard by the housing-led recession.

Other economic indicators are above average.  The city's
unemployment has consistently been low. At 4.6% in December 2013,
it compared favorably to that of the state (7.9%) and the nation
(6.5%).  The median household income is equivalent to 127% of
California average, and 148% of national average.

AB 1X26 IMPLEMENTATION

The SA has completed six ROPS processes, and continues to put cash
reserves on its July to December ROPS for the next September
principal repayments.  Both the SA and the Dept. of Finance (DOF)
have demonstrated commitment to prioritize debt service payments
which are only subordinate to limited county administration fees
and senior pass-through (less than 4% in total).  The city is in
litigation with the DOF regarding a $1.3 million obligation
related to the former RDA, which among other things hinders the
receipt of a finding of completion letter.  However, no impact on
debt service payments is expected.


ORECK CORP: Pays $2MM To Clean Up Germ-Killing Vacuum Ad Row
------------------------------------------------------------
Law360 reported that a Tennessee bankruptcy judge signed off on a
settlement, worth as much as $2 million, of a multidistrict
litigation class action accusing Oreck Corp. of false advertising
over claims its vacuum cleaners could purify the air of germs.

According to the report, U.S. Bankruptcy Judge Keith M. Lundin
granted the putative class a general unsecured claim of $2 million
if the various estates of the Oreck entities are substantially
consolidated in full satisfaction with all claims, and a $1.5
million claim against three Oreck companies if no such
consolidation occurs.

The deal is also contingent on class certification by the
California federal court overseeing the MDL, the report related.
The settlement funds will be held in escrow until that court rules
one way or the other, according to Judge Lundin's order.

"The putative class is hereby granted relief from the automatic
stay to proceed against the debtors, in name only, in the MDL
class action," the order said, the report further related.

The deal, which also has the approval of the official committee of
unsecured creditors, additionally mandates that Oreck provide the
class with access to bankruptcy-related documents and allow the
plaintiffs to interview and depose Oreck's former executives and
employees, the report said.

The case is In re Oreck Corporation Halo Vacuum Air Purifiers
Marketing, Case No. 2:12-ml-02317 (C.D. Calif.).  The case is
before Judge Christina A. Snyder.  The case was filed on Feb. 2,
2012.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.  Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as its financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at
$21.9 million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


OVERSEAS SHIPHOLDING: Mullin Hoard Filed Interim Compensation
-------------------------------------------------------------
Mullin Hoard & Brown LLP, as special litigation counsel to
Overseas Shipholding Group, Inc., et al., filed under seal, a
sixth monthly application for allowance of interim compensation
and for interim reimbursement of all actual and necessary expenses
incurred for the period March 1, 2014, until March 31, --
professional liability claim.

As reported in the Troubled Company Reporter on Feb. 21, 2014,
the Bankruptcy Court, in a supplemental order, authorized the
Debtors to employ Mullin Hoard, under a hybrid contingency fee
agreement to prosecute professional liability claims.

The Court also authorized Mullin Hoard to file related fee
applications under seal.

As reported in the Troubled Company Reporter on Oct. 21, 2013,
Mullin Hoard served as the Debtors' special litigation counsel,
under a hybrid contingency fee agreement, for services to be
performed in connection with the prosecution of professional
liability and other claims against the Company's former external
counsel in connection with services they provided OSG prior to the
filing of its Chapter 11 bankruptcy proceeding.

The Debtors initially retained MHB on an hourly fee basis to
investigate professional liability claims against third party
professionals that provided prepetition services to OSG. The
original investigation engagement agreement specifically
contemplated that a new engagement agreement would be entered into
if the Debtors decided to retain MHB to pursue litigation with
respect to any potential liability claims. Now that MHB's
investigation of the Professional Liability Claims is
substantially complete, the Debtors have determined that it
would be in the best interests of the estates to retain MHB to
prosecute the Professional Liability Claims on behalf of the
Company on a capped, hybrid contingency fee basis.  MHB continues
to investigate third party claims against other professionals.

The Debtors submit that the Hybrid Fee Agreement is reasonable in
light of the potential costs of prosecuting the Professional
Liability Claims and the risks of litigation.

The Debtors assure the Court that none of MHB's partners, counsel,
or associates hold or represent any interest adverse to the
estates or their creditors, and MHB is a "disinterested person" as
defined in Section 101(4) of the Bankruptcy Code.

The application is signed by John J. Ray, III, the Debtors' chief
reorganization officer.

                    About Overseas Shipholding

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

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

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

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

An Official Committee of Equity Security Holders also has been
appointed in OSG's case.  Fox Rothschild LLP and Brown Rudnick LLP
serve as co-counsel to Equity Committee.


PACIFIC THOMAS: US Bank May Foreclose on Redondo Beach Property
---------------------------------------------------------------
In the Chapter 11 case of Pacific Thomas Corp., Bankruptcy Judge
M. Elaine Hammond terminated the automatic stay with respect to
the interests of U.S. Bank NA -- successor trustee to Bank of
America, NA, successor in interest to LaSalle Bank NA,
as trustee, on behalf of the holders of the Washington Mutual
Mortgage Pass-Through Certificates, WMALT Series 2007-OA3, its
assignees and/or successors, by and through its servicing agent
Select Portfolio Servicing, Inc. -- in the real property commonly
known as 1122 Vincent Street #B, Redondo Beach, CA 90277.

U.S. Bank may complete its foreclosure of the property and proceed
with post-foreclosure remedies, including any unlawful detainer
action, in accordance with applicable law.

                    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 THOMAS: US Bank Seeks to Foreclose on Danville Property
---------------------------------------------------------------
U.S. Bank NA -- successor trustee to Bank of America, NA,
successor in interest to LaSalle Bank NA, as trustee, on behalf of
the holders of the Washington Mutual Mortgage Pass-Through
Certificates, WMALT Series 2006-AR7, its assignees and/or
successors, by and through its servicing agent Select Portfolio
Servicing, Inc. -- asks the Bankruptcy Court to lift the automatic
stay in the chapter 11 case of Pacific Thomas Corporation so the
bank may commence and continue all acts necessary to foreclose
under the Deed of Trust secured by the Debtor's property, commonly
known as 179 Belgian Drive, Danville, CA 94526.

US Bank said it holds the original Promissory Note dated
05/09/2006, in the principal amount of $780,000.00, which is
secured by the Deed of Trust of the same date as signed by Michael
Genzoli, the Original Borrower.  According to the bank, the
Debtor's petition has been made part of a scheme to delay, hinder,
and defraud creditors that involved the transfer of all or part
ownership of the Property to the Debtor without the consent of US
Bank or court approval.

"Debtor Pacific Thomas Corporation is not the original borrower
and does not claim an interest in the Property in its schedules.
The only connection between Pacific Thomas Corporation and the
subject property is an Amendment to an Agreement and Declaration
of Trust document (the property was allegedly transferred to the
trust by grant deed) and the amendment shows a Pacific Thomas
Corporation holding 10% beneficial interest in the trust," US Bank
said.

US Bank said: "Debtor Pacific Thomas Corporation does not claim an
interest in the property and is not the original borrower, however
this bankruptcy case and the associated automatic stay has been
unfairly prohibiting Secured Creditor from being able to proceed
with its state law remedies with regard to its interests in the
subject property."

US Bank is represented by:

     Kelly M. Raftery, Esq.
     McCARTHY & HOLTHUS, LLP
     1770 Fourth Avenue
     San Diego, CA 92101
     Tel: 619-685-4800
     Fax: 619-685-4811

                    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 THOMAS: Nationstar Wants to Foreclose on Tucson Property
----------------------------------------------------------------
Nationstar Mortgage LLC, asks the Bankruptcy Court for relief from
the automatic stay in the Chapter 11 case of Pacific Thomas
Corporation to it may commence and continue all acts necessary to
foreclose under the Deed of Trust secured by the Debtor's
property, commonly known as 4375 W Camino De Venias, Tucson, AZ
85745.

Nationstar said it holds the original Promissory Note dated
11/19/2007, in the principal amount of $417,000, which is secured
by the Deed of Trust of the same date as signed by Rene Lizarraga,
the Original Borrower, and recorded against the Property.
Nationstar said the Debtor's petition has been made part of a
scheme to delay, hinder, and defraud creditors that involved the
transfer of all or part ownership of the Property without the
consent of Nationstar or court approval.  Nationstar said Pacific
Thomas is not the original borrower and does not claim an interest
in the Property in its schedules.  The only connection between
Pacific Thomas and the subject property is an Amendment to an
Agreement and Declaration of Trust document (the property was
allegedly transferred to the trust by grant deed) and the
amendment shows a Pacific Thomas holding 10% beneficial interest
in the trust.

Nationstar is represented by:

     JaVonne M. Phillips, Esq.
     Merdaud Jafarnia, Esq.
     MCCARTHY & HOLTHUS, LLP
     1770 Fourth Avenue
     San Diego, CA 92101
     Tel: (619) 685-4800 Ext. 1834
     Fax: (619) 685-4810

                    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 THOMAS: PMF Seeks to Foreclose on Oakland Assets
--------------------------------------------------------
Private Mortgage Fund LLC asks the Court to terminate the
automatic stay in the Chapter 11 case of Pacific Thomas Corp. so
it PMF may foreclose upon its first deeds of trust encumbering the
real property commonly known as 2783 East 12th Street, Oakland, CA
(APN 025-0697-02-04), 2801 East 12th Street, Oakland, CA (APN 025-
0697-07-14), and 1111 29th Avenue (APN 025-0697-03-06).

PMF said the Chapter 11 Trustee and the Debtor have both admitted
that there is no equity in the Property, as the amount owed to PMF
on the note underlying the Deeds of Trust exceeds the value of the
Property.  Accordingly, PMF is entitled to relief from the
automatic stay of 11 U.S.C. Sec. 362(a) because (1) there is not
an adequate equity cushion in the Property and (2) the Debtor has
no equity in the Property, and it is not necessary for an
effective reorganization.

PMF said that on Oct. 13, 2011, the Debtor executed a note in
favor of PMF, in the original principal sum of $1,725,000.  The
Note was secured by the Deeds of Trust, in favor of PMF,
encumbering the Oakland Property.  As of April 14, $2,012,025.27
is due and owing under the Note.

In addition to PMF's encumbrance on the Property, the creditor
group known as the Jacol Parties holds a second position lien in
the amount of no less than $700,000.

PMF is represented by:

     Scott E. Gizer, Esq.
     Mary C.G. Kaufman, Esq.
     EARLY SULLIVAN WRIGHT GIZER & McRAE LLP
     6420 Wilshire Boulevard, 17th Floor
     Los Angeles, California 90048
     Telephone: (323) 301-4660
     Facsimile: (323) 301-4676
     E-mail: sgizer@earlysullivan.com
             mkaufman@earlysullivan.com

                    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.


PARADISE HOSPITALITY: May 13 Post-Confirmation Status Hearing
-------------------------------------------------------------
The Bankruptcy Court continued until May 13, 2014, at 10:30 a.m.,
the post-confirmation status conference hearing on Paradise
Hospitality, Inc.'s First Amended Plan of Reorganization.

The Plan was filed on Nov. 20, 2012.

According to the docket entry, an updated status report is not
required so long as the Debtor's anticipated motion to dismiss is
timely filed.

As reported in the Troubled Company Reporter on Jan. 20, 2014,
the Bankruptcy Court denied the Debtor's request for a post-
confirmation modification of the Debtor's Chapter 11 Plan, or,
alternatively, for final decree closing the Chapter 11 case.

The TCR on Jan. 10, 2014, reported on the creditors' objections to
the Debtor's motion for post-confirmation modification of the
Chapter 11 Plan: (i) according to RREF WB Acquisitions, LLC, the
Debtor is in default of essentially every material obligations in
its First Amended Chapter 11 Plan of Reorganization filed Nov. 20,
2012; (ii) Metrotex asserted that the Debtor has failed to
substantially consummate the Plan and in material default under
the Plan, the Debtor by its conduct in the Chapter 11 Plan has
shown that there is no benefit to unsecured creditors; (iii) Lim
Ruger said the Debtor inaccurately represents that it has made all
payments due under the confirmed plan from the Effective Date
through October 2013.  The Debtor has failed to pay $211,324 of
Lim Ruger's professional fees and expenses authorized for full and
immediate payment by the Court in June 2013.

                             The Plan

Bankruptcy Judge Erithe Smith entered an order on Feb. 6, 2013,
confirming Paradise Hospitality's First Amended Chapter 11 Plan of
Reorganization.  According to the Disclosure Statement, the Plan
will accomplish payments under the Plan by its earnings from
rental of the Debtor's property.  The Debtor's revenue will be
used to pay secured property tax claims, pay RREF pay
administrative claims and priority unsecured claims, with
a distribution to general unsecured creditors.  Three years after
the Effective Date of the Plan, the Debtor anticipates refinancing
the loans held by RREF to satisfy claims in full.

In seeking post-confirmation modifications to the Plan, the Debtor
said it has encountered unanticipated circumstances that have
caused the Debtor to be temporarily unable to consummate the Plan,
as confirmed.  The Debtor, with the consent of its primary secured
lenders, entered into an agreement with Best Western
International, Inc.  The Debtor anticipated that the agreement
would lead to a net increase in the monthly room revenues of
approximately 15 percent, however, due to Best Western's demand
for the Debtor to make outlays for capital improvements to a
hotel, the Debtor has exhausted funds it would otherwise have had
to service its Plan payments and operate its hotel during the slow
season, which starts in November and goes through March.

As reported in the TCR on April 2, 2013, Judge Erithe Smith
entered an order on Feb. 6, 2013, confirming Paradise
Hospitality's First Amended Chapter 11 Plan of Reorganization.

According to the Disclosure Statement, the Plan will accomplish
payments under the Plan by its earnings from rental of the
Debtor's property.  The Debtor's revenue will be used to pay
secured property tax claims, pay RREF WB Acquisitions, LLC, pay
administrative claims and priority unsecured claims, with a
distribution to general unsecured creditors.  Three years after
the Effective Date of the Plan, the Debtor anticipates refinancing
the loans held by RREF to satisfy claims in full.

The Debtor, in its motion, said that the primary basis for the
motion is that the Debtor has encountered unanticipated
circumstances that have caused the Debtor to be temporarily unable
to consummate the Plan as confirmed.

In particular, the Debtor, with the consent of its primary secured
lenders, entered into an agreement with Best Western
International, Inc.  The Debtor anticipated that the agreement
would lead to a net increase in the monthly room revenues of
approximately 15 percent, however, due to Best Western's demand
for the Debtor to make outlays for capital improvements to a
hotel, the Debtor has exhausted funds it would otherwise have had
to service its Plan payments and operate its hotel during the slow
season, which starts in November and goes through March.

                   About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
Petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PARTY CITY: S&P Affirms 'B' CCR & Revises Outlook to Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Elmsford, N.Y.- based Party City Holdings Inc. at 'B'
and revised the outlook to stable from negative.

At the same time, S&P affirmed its issue-level rating on the
senior secured term loan due 2019 at 'B'.  S&P revised the
recovery rating to '3' from '4', indicating its expectation for
meaningful (50%-70%) recovery of principal in the event of
default.

"The outlook revision to stable reflects our belief that Party
City's credit metrics have strengthened following the peak
Halloween sales season and the $350 million senior PIK toggle
notes offering," said Standard & Poor's credit analyst Stephanie
Harter.  "We expect the company to improve its credit metrics
through a combination of payments on the asset-based lending
facility and relatively stable adjusted EBITDA margin.  We
estimate that by fiscal year-end 2014, adjusted leverage will
decline to about 6x and the ratio of funds from operations to
adjusted debt will increase to about 10%."

The 'B' corporate credit rating on Party City reflects Standard &
Poor's view of the company's financial risk profile as "highly
leveraged" and its business risk profile as "fair."  S&P could
consider lowering the rating if operating performance
deteriorates, or if financial policy becomes more aggressive,
resulting in limited availability on its revolving credit
facility.  Alternatively, S&P could consider an upgrade if the
company reduces and commits to leverage below 5x while maintaining
adequate liquidity.


PGA HOLDINGS: Moody's Lowers Rating on 1st Lien Senior Debt to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on PGA Holdings
Inc.'s ("PGA") existing first lien senior secured credit
facilities to B2 from B1. Moody's also lowered PGA's Probability
of Default Rating to B3-PD from B2-PD. Furthermore, PGA's B2
Corporate Family Rating has been affirmed. The rating outlook is
stable.

PGA Holdings, Inc., the parent company of Press Ganey Associates,
Inc., is proposing to raise an additional $35 million in
incremental first lien term loan. The proceeds, along with $10
million in cash, will be used to repay its second lien term loan.
Moody's will withdraw the rating on the second lien debt following
the close of the transaction. Despite the repayment in second lien
debt and expected improvement in interest expense, PGA's modest
revenue base and moderately high financial leverage remain
constraining factors on the ratings.

The downgrade of the ratings on the company's senior secured
credit facilities reflects the elimination of a layer of loss
absorption below the senior secured first lien credit facilities,
resulting from the repayment of the $45 million second lien term
loan, as well as the proposed increase in the amount of first lien
debt outstanding. The first lien debt will represent the
preponderance of the company's obligations following the proposed
transaction. The lowering of the company's Probability of Default
Rating reflects this movement to an all first lien capital
structure, in accordance with Moody's Loss Given Default
methodology.

Ratings downgraded:

  Senior secured revolving credit facility to B2 (LGD 3, 34%) from
  B1 (LGD 3, 44%)

  Senior secured first lien term loan to B2 (LGD 3, 34%) from B1
  (LGD 3, 44%)

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

Ratings affirmed:

  Corporate Family Rating at B2

Rating Rationale

The B2 Corporate Family Rating reflects PGA's small size based on
revenue and earnings, high financial leverage, and modest interest
coverage. However, Press Ganey's credit profile benefits from its
leading market presence within the healthcare information and
improvement services industry.

On a pro forma basis, Moody's estimates adjusted debt to EBITDA
was 4.8 times at December 31, 2013. Moody's expects Press Ganey to
benefit from favorable industry fundamentals and regulatory
requirements imposed by the Center for Medicare and Medicaid
Services (CMS), and also from an increase in pay-for performance
initiatives on behalf of commercial payors. While the industry has
few legal barriers to entry, Press Ganey's strong market share and
excellent reputation provide it with a powerful and defensible
position within this niche information services segment. This is
demonstrated by the company's historically high client retention
rates. Also benefiting the credit is Press Ganey's good customer
diversity.

The rating outlook is stable, and reflects Moody's expectation
that the company will achieve mid-to-high single digit revenue and
earnings growth over the next twelve months along with modest debt
reduction, leading to reduced financial leverage.

Given the company's small size and Moody's expectation of a modest
amount of free cash flow, Moody's expects the company's metrics to
be strongly positioned at levels usually expected of higher rated
companies. If the company exhibits sales and earnings growth such
that adjusted debt to EBITDA is sustained below 4.0 times and free
cash flow to debt exceeds 8%, the ratings could be upgraded.

Moody's could downgrade the ratings if the company increases
financial leverage or if cash flow weakens such that free cash
flow is expected to be negative, or if liquidity deteriorates. For
example, the ratings could be downgraded if adjusted debt to
EBITDA is expected to exceed 5.5 times for a sustained period.

Headquartered in South Bend, Indiana, PGA Holdings, Inc., through
its subsidiary Press Ganey Associates, Inc. is a leading provider
of performance measurement and improvement services to U.S.
healthcare providers including hospitals (inpatient), medical
practices and alternate-site (outpatient) providers. The company
is privately-held by Vestar Capital Partners. During 2013, the
company generated total revenues of approximately $260 million.


PGA HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on South Bend, Ind.-based PGA Holdings Inc.

At the same time, S&P affirmed its 'B' issue-level rating on the
first-lien term loan, which includes the incremental $35 million.
However, S&P revised the recovery rating on this debt, to '4' from
'3', indicating its expectation for average (30%-50%) recovery of
principal in the event of payment default.

"The ratings on PGA reflect the company's "fair" business risk
profile and "highly leveraged" financial risk profile.  Although
PGA has a solid market position in the U.S. patient experience
market, the "fair" business risk assessment incorporates its
narrow focus," said credit analyst Tahira Wright.  "The "highly
leveraged" financial risk score reflects the company's ownership
by financial sponsors and our expectation that debt leverage,
including preferred stock units and holdco notes, will remain well
above 5x."

S&P's stable rating outlook on PGA reflects its expectation that
leverage will remain very high, primarily because the accreting
preferred units will offset EBITDA growth.  S&P anticipates
continued revenue growth, sustained EBITDA margins, and continued
acquisitions.

Upgrade Scenario

S&P could raise the ratings if PGA achieves some dominance in the
consulting or clinical performance sector and/or considerably
increases its scale within all of its operations.  This could
prompt an upward revision of S&P's business risk assessment to
"satisfactory".  S&P could also consider raising the rating if PGA
adopts a more conservative financial policy with sustained
adjusted leverage (including preferred units as debt) in the 4x to
5x range, which S&P views as unlikely in the near term.

Downgrade Scenario

S&P views a downgrade as unlikely given the company's existing
solid market position.  However, a downgrade could occur if S&P
believes business operations were threatened by new competition,
resulting in a double-digit revenue decline and severe EBITDA
margin.  This would likely result in rising leverage and weakening
discretionary cash flow, and could also cause S&P to reassess the
company's business risk profile.


PREGIS HOLDING I: S&P Assigns 'B' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Deerfield, Ill.-based Pregis Holding I Corp.  The
outlook is stable.

At the same time, S&P assigned a 'B' issue rating (the same as the
'B' corporate credit rating) and a '3' recovery rating to the
company's proposed $280 million first-lien credit facilities.  The
facilities consist of a $50 million revolving credit facility and
a $230 million first-lien term loan.  The '3' recovery rating
indicates S&P's expectation of a meaningful (50% to 70%) recovery
in the event of a default.

At the same time, S&P assigned a 'CCC+' issue rating (two notches
below the 'B' corporate credit rating) and a '6' recovery rating
to the company's proposed $90 million second-lien notes.  The '6'
recovery rating indicates S&P's expectation of a negligible (0% to
10%) recovery in the event of a default.

S&P's 'B' rating on Pregis is derived from its anchor of 'b',
based on its "weak" business risk profile and "highly leveraged"
financial risk profile assessments for Pregis.

The assessments of a weak business risk profile and highly
leveraged financial risk profile results in a 'b-/b' outcome.  S&P
has selected 'b', reflecting the credit metrics in the stronger
end of the highly leveraged financial risk profile.  This
assessment incorporates the potential for additional deterioration
in credit metrics resulting from aggressive financial policies
related to shareholder rewards and other leveraging transactions.

All the modifiers are neutral for the rating.

"The ratings on Pregis reflect our assessment that the company's
business risk profile is weak and its financial risk profile is
highly leveraged," said Standard & Poor's credit analyst Henry
Fukuchi.

The stable outlook is based on S&P's expectation that the company
will preserve adequate liquidity and a gradually improving
financial profile supported by reasonable free cash flow
generation.  Based on S&P's view of expected operating performance
and favorable business conditions, it thinks adjusted debt to
EBITDA will be about 5x to 6x consistent with the current ratings.

S&P could lower the ratings if the company's liquidity position
deteriorates or if earnings and cash flow decline unexpectedly
because of weaker demand for its products.  S&P could also lower
the ratings if financial policy decisions weaken its financial
profile or cause financial metrics to deviate from its
expectations.  Based on S&P's downside scenario forecasts, it
could lower the ratings if operating margins (before depreciation
and amortization) weaken by 300 basis points from expectations.
This would drive adjusted debt to EBITDA to over 7x.

Because of the highly leveraged financial profile and aggressive
financial policies, an upgrade is highly unlikely.  Future
financial policies would need to support a consistently improved
financial profile for consideration of an upgrade.  In addition,
the company will also need to consistently maintain its adjusted
debt to EBITDA in the range of 4x to 4.5x.


PROFESSIONAL INVESTMENT: SEC Freezes Assets, Files Fraud Charges
----------------------------------------------------------------
The Securities and Exchange Commission announced fraud charges and
an asset freeze against a Columbus, Ohio-based investment advisory
firm and its president for repeatedly hiding a shortfall of more
than $700,000 in client assets.

According to the SEC's complaint filed in U.S. District Court for
the Southern District of Ohio, a shortfall in a money market fund
account managed by Professional Investment Management (PIM) was
discovered when the SEC conducted an examination of the firm to
verify the existence of client assets.  PIM reported in account
statements sent to clients that the firm held a total of
approximately $7.7 million in a particular money market fund when
in fact the account reflecting these investments held less than $7
million.

The SEC further alleges that Douglas Cowgill, who is the chief
compliance officer as well as president of the firm, attempted to
disguise this shortfall from SEC examiners by entering a fake
trade in PIM's account records.  The purported trade was later
reversed.  Cowgill allegedly provided additional falsified reports
to SEC staff, and he later transferred funds from a cash account
at another financial institution to eliminate the shortfall in the
money market fund account.  However, that cash account also was
held for the benefit of clients, thus Cowgill merely moved the
shortfall from one asset holding to another in an effort to avoid
detection.

?Our complaint alleges that Cowgill went to extraordinary lengths
to hide a significant shortfall in client assets, even providing
manufactured documents to SEC staff,? said Robert J. Burson,
associate director of the SEC's Chicago Regional Office.
?Fortunately our examiners and investigators diligently tested
Cowgill's false statements and confirmed the existence of the
shortfall in an account holding the investments of many clients.?

In response to the SEC's request for emergency relief for
investors, U.S. District Court Judge Algenon L. Marbley issued a
temporary restraining order and imposed an asset freeze to protect
client assets.

According to the SEC's complaint unsealed on May 2, PIM manages
approximately $120 million in assets for approximately 325
clients, including a significant number of retirement plans.  PIM
was registered with the SEC as an investment adviser from 1978
until Sept. 30, 2013, when it withdrew its registration.  The firm
had custody of client assets through various omnibus securities
and cash accounts, and therefore was required to comply with the
?Custody Rule? under the Investment Advisers Act of 1940.  The
Custody Rule is designed to protect advisory clients from misuse
of their funds and securities.

According to the SEC's complaint, the SEC commenced an examination
of the firm in November 2013 after learning that for four
consecutive years, PIM had failed to arrange for independent
verification of client assets as required by the Custody Rule, and
had filed a notice withdrawing its registration with the SEC.

The SEC's complaint alleges that PIM and Cowgill violated the
antifraud provisions of the federal securities laws.  The
complaint further alleges that PIM violated the registration and
custody provisions of the Investment Advisers Act, and Cowgill
aided and abetted and caused the violations.  A hearing on the
SEC's motion for a preliminary injunction has been scheduled for
May 12.

The SEC's investigation arose from the examination conducted by
Will Davis, Michael Lockhart, Nathan Haselhorst, and Jack Howard
of the Chicago Regional Office.  The ongoing investigation and
litigation are being conducted by David Benson, Ann Tushaus, Paul
Montoya, John Birkenheier, and Michael Foster of the Chicago
office.


RAYONIER A.M.: Moody's Assigns B2 CFR & Rates $500MM Notes Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a corporate family rating
("CFR") of Ba2 and probability of default rating (PDR) of Ba2-PD
to Rayonier A.M. Products Inc ("RYAM"). A Ba3 rating was assigned
to the company's proposed $500 million senior unsecured notes due
2022. The assignment reflects expectations of strong financial
performance over the next years and recognizes the company's
strong market position. The rating outlook is stable. This is the
first time Moody's has rated RYAM. The ratings are subject to
Moody's review of final documentation.

Assignments:

Issuer: Rayonier A.M. Products Inc

Probability of Default Rating, Assigned Ba2-PD

Corporate Family Rating, Assigned Ba2

Senior Unsecured Regular Bond/Debenture, Assigned Ba3

Senior Unsecured Regular Bond/Debenture, Assigned a range of
LGD5, 78 %

Ratings Rationale

RYAM's Ba2 CFR is supported by its leading global market position
as a specialty cellulose manufacturer, strong customer
relationships and consistent high operating margins. The company's
manufacturing of technically demanding products, that require
intensive customer qualifications, presents significant barriers
to entry. However, with only two operating assets (with one
representing about 75% of revenues), RYAM's rating is constrained
by lack of geographic diversification and the company has high
customer concentration with over 70% of its sales to only 5 main
customers. RYAM and several competitors are adding 15% to industry
capacity while demand growth is estimated to be about 3-5% year,
so there will be price pressure through the rating horizon.
Moody's will monitor RYAM's transition to a stand-alone company
and particularly its ability to manage through increasing
competition in the sector. Credit metrics are nevertheless
expected to be strong with financial leverage (adjusted total
debt/EBITDA) around 3.5 times and interest coverage
(EBITDA/Interest) above 6 times.

The Ba3 rating of the proposed $500 million unsecured notes
reflects their priority behind an unrated revolver and term loans.

RYAM will have good liquidity with assumed full availability under
a new revolving credit facility. Moody's expect the company will
generate free cashflow of about $30 million over the next 12
months. RYAM does not have any debt maturities over the next
several years and Moody's expect the company to remain within its
covenants. A significant portion of the company's assets are
encumbered.

The stable outlook reflects Moody's expectation that the company
will maintain strong profitability and credit metrics even as
specialty cellulose operating capacity ramps up ahead of increased
demand. The rating could be upgraded if RYAM increases its
operational footprint to include more facilities coupled with
Moody's expectation of normalized the RCF/ Debt of above 20% and
(RCF-Capex)/Debt of greater than 12%. The rating could face
downward pressure if Moody's expect normalized RCF/Debt to remain
below 12% and Debt/EBITDA above 4x.

RYAM is a leading global producer of specialty cellulose pulp, a
natural polymer which is used as a raw material to manufacture a
diverse array of consumer products. RYAM is expected to be spun-
off into a separate public company from Rayonier Inc. by mid 2014.
The company will be headquartered in Jacksonville, Florida.


REGEN BIOLOGICS: FDA Ignored Device Reclassification Process
------------------------------------------------------------
Law360 reported that ReGen Biologics Inc. urged a D.C. Circuit
panel to nix a U.S. Food and Drug Administration decision
reclassifying its knee implant device as not being substantially
similar to others on the market, an action the company claims
drove it into bankruptcy, saying the agency should have undergone
a full notice and comment process to reach that conclusion.

According to ReGen, the FDA ignored its congressionally mandated
device reclassification procedures when it revoked its initial
determination that the collagen meniscus implant at issue was
substantially equivalent to surgical mesh products already on the
market, the report related.  As a result, it reclassified the
product as a Class III device under the Federal Food, Drug and
Cosmetic Act, which led to ReGen's bankruptcy, the company said.

"Has Congress created a mechanism for correction of mistakes?
There's no dispute they have," the report cited ReGen's counsel
Matthew M. Hoffman said. "The agency can't create authority by
regulation."

FDA initially approved the device under its expedited 510(k)
premarket notification classification procedure in December 2008,
but it received several serious allegations of political pressure
and procedural anomalies soon after the decision, the report
further related.

The agency's re-evaluation concluded that the approval of ReGen's
Menaflex device included multiple departures from the FDA's
standard processes for the approval of a device, including
succumbing to the pressure to approve the device by the four
congressmen as well as the agency's failure to recognize the
Menaflex device was intended to be used for different purposes and
was technologically dissimilar from other devices already on the
market, according to an agency report, the report added.

The case is Ivy Sports Medicine, LLC v. Kathleen Sebelius, et al.,
Case No. 13-5139.

                         About ReGen

ReGen Biologics Inc., filed for Chapter 11 protection following a
decision by the Food & Drug Administration in March 2011 to
rescind approval of its meniscus implant.  ReGen Biologics in
Hackensack, New Jersey, sought Chapter 11 protection (Bankr. D.
Del. Case No. 11-11083) on April 8, 2011.  An affiliate, RBio,
Inc., also sought protection from creditors (Case No. 11-11084).
Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips,
Goldman & Spence represent the Debtors.  ReGen disclosed
$1,496,261 in assets and $5,208,393 in liabilities as of the
Chapter 11 filing.


REMY INTERNATIONAL: S&P Raises CCR to 'BB-'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Remy International Inc. to 'BB-' from
'B+'.  The outlook is stable.  At the same time, S&P raised its
issue-level rating on the company's $300 million senior secured
term loan to 'BB-' from 'B+' and revised the recovery rating to
'3' from '4', indicating S&P's expectation for meaningful recovery
(50%-70%) in the event of a payment default.

"The upgrades reflect Remy's improving leverage and cash flow,
which resulted in our assessment of the company's financial risk
as 'significant'," said Standard & Poor's credit analyst Lawrence
Orlowski. However, Remy has a "weak" business risk profile
assessment, reflecting the cyclical, highly competitive industry
in which it operates.

Remy's credit metrics continue to improve.  As of year-end 2013,
debt to EBITDA was 2.5x and free operating cash flow (FOCF) to
debt was 13.3%. In 2014, S&P expects debt to EBITDA to remain
below 4x and FOCF to remain at about 10%. Remy has significant
off-balance sheet reverse factoring programs with several major
auto retailers.  S&P do not include these programs in its
calculation of the company's leverage.  Since Remy's customers
initiated these programs with their supply base, S&P views Remy's
transfer of receivables not only as nonrecourse but also as not
entailing reputational risk if the customer does not make payment
on receivables originally transferred to the factor by Remy.  As a
result, S&P views the transfer of receivables under these programs
as constituting a sale.  Consequently, S&P do not make any
adjustments to debt, interest, or cash flow, as is normally the
case under standard factoring arrangements.

The stable outlook reflects S&P's view that Remy will continue to
maintain its credit profile in line with our expectations for the
rating.

Although unlikely in the near term, to raise the rating on Remy,
S&P would expect to see leverage at or below 3x and FOCF to debt
of more than 15% on a sustained basis.  This could occur if
revenue rose at least 10% in 2014 and gross margins (including
depreciation and amortization) were above 24%.

S&P could lower the rating if sales for light and commercial
vehicles decline because of weakening economic conditions and, as
a result, the company's FOCF to debt fell below 10% on a sustained
basis.  S&P could also lower the rating if leverage rose above 4x,
which could happen if revenue decrease by 10% and gross margins
fall below 18%.


RENASCENT INC: Stipulation on Funds Allocation Approved
-------------------------------------------------------
The Bankruptcy Court approved a stipulation between Renascent,
Inc., and creditor Kaldan, Inc., regarding allocation of funds,
filed April 22, 2014.

The stipulation provides that, among other things:

   1. Keldan, Inc. will advance monies to the Debtor to assist
with the Debtor's payment of creditors until the completion of the
ongoing Adversary Proceeding.

   2. In exchange, if Keldan, Inc. is ultimately obligated to the
Debtor in any sum pursuant to the stipulation filed Nov. 4, 2011,
in the Debtor's Bankruptcy Case and the order approving the
stipulation filed Nov. 22, 2011, any amounts advanced by Keldan,
Inc. to the Debtor under this stipulation will be credited to that
sum.

The Debtor is represented by Jon R. Binney, Esq., at Binney Law
Firm, P.C., and Keldan, Inc., is represented by Edward A. Murphy,
Esq., at Murphy Law Offices, PLLC.

                     About Renascent Inc.

Victor, Montana-based Renascent, Inc., filed for Chapter 11
protection (Bankr. D. Mont. Case No. 10-62358) on Sept. 29, 2010.

At the time of the filing, the Debtor owned two large tracts of
property in Ravalli County, Montana.  This property was sold in
two sales for $2.5 million on July 14, 2001.  The Debtor also
owned a 170-acre parcel of land consisting of two tracts of
contiguous land near Stevensville, Montana (83 Bell Crossing and
81 Bell Crossing).

Jon R. Binney, Esq., at Binney Law Firm, P.C., in Missoula,
Montana, represents the Debtor.  David Markette, Esq., and Dustin
Chouinard, at Markette & Chouinard, serve as the Debtor's special
counsel.  There was no official committee appointed in the
Debtor's case.  The Company disclosed $13,131,199 in assets and
$7,278,420 in liabilities as of the Chapter 11 filing.

In a court-approved stipulation, Renascent, Inc. and the Office of
the United States Trustee agreed to appoint Ross P. Richardson as
special litigation master.


REVSTONE INDUSTRIES: Hires Stout Risius as Investment Bankers
-------------------------------------------------------------
Revstone Industries, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Stout Risius Ross Advisors, LLC as investment
bankers, nunc pro tunc to Apr. 14, 2014.

The Debtors require Stout Risius to:

   (a) recommend a transaction strategy intended to maximize the
       value of the company;

   (b) prepare a confidential memorandum for presentation to
       potential Acquirors;

   (c) identify potential Acquirors;

   (d) contact and screen potential Acquirors to determine their
       preliminary interest in a transaction;

   (e) attend meetings, as appropriate, with potential Acquirors
       and the company during the course of the transaction
       process;

   (f) coordination of electronic data room to facilitate the due
       diligence process.  Electronic data room platform to be
       provided by outside vendor;

   (g) assist with respect to the execution of a letter of intent
       and definitive purchase agreement and other documentation,
       as appropriate, pursuant to a transaction;

   (h) work with the company and its advisors to resolve the
       various issues necessary to close a transaction.

As set forth in the Engagement Agreement, the terms of Stout
Risius' compensation are:

     * Retainer - Stout Risius has already been paid a non-
       refundable retainer of $40,000 from AarKel;

     * Transaction Fee - Stout Risius will receive a $450,000 fee
       from Revstone in immediately payable funds upon the closing
       of a transaction;

     * Expenses - regardless of whether a transaction is
       consummated, Stout Risius shall be entitled to
       reimbursement from Revstone, upon request, of all
       reasonable (i) travel expenses, fees of other independent
       experts retained by Stout Risius, fees associated with the
       electronic data room, duplicating charges, database and
       information services charges, messenger and delivery
       charges, expenses related to off-site meetings, telephone
       charges and other out-of-pocket expenses incurred in
       performing the investment banking services under the
       engagement agreement, and (ii) external legal fees incurred
       by Stout Risius in relation to the subject engagement.
       Revstone's obligation to reimburse Stout Risius for the
       foregoing expenses is not to exceed $25,000 in the
       aggregate, with certain limited exceptions as set forth in
       the engagement agreement.

Michael D. Benson, managing director of Stout Risius, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on May 15, 2014, at 11:30 a.m.  Objections, if any,
are due May 8, 2014, at 4:00 p.m.

Stout Risius can be reached at:

       Michael D. Benson
       STOUT RISIUS ROSS ADVISORS, LLC
       4000 Town Center, 20th Floor
       Southfield, MI 48075
       Tel: +1 (248) 432-1229
       E-mail: mbenson@srr.com

                 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.


ROSEVILLE SENIOR: Has Until May 27 to Access Cash Collateral
------------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth authorized Roseville Senior
Living Properties, LLC's use of cash collateral until May 27,
2014.

CapitalSource Finance, LLC consented to the Debtor's use of cash
collateral.

The Court said the terms of the order are amended to provide and
extend the termination date to May 27, but all of the remaining
terms and provisions of the order will remain in full force and
effect.

As reported in the Troubled Company Reporter on Dec. 11, 2013,
CapitalSource will receive replacement liens as adequate
protection.  In addition, CapitalSource will receive a cash
payment in an amount equal to $55,000, which will be applied by
CapitalSource to reduce the accrued and unpaid interest on the
stipulated prepetition senior indebtedness.

The Debtor's authority to use cash collateral will be immediately
terminated commencing as of the date that is three business days
after the Debtor's receipt of a written notice from CapitalSource
notifying the Debtor of the occurrence of any "termination event."

                     About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, Esq., at Duane Morris, LLP, represents Roseville
Senior Living Properties as counsel.  Friedman LLP serves as the
Debtor's accountant.

Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown", a copy of
which is available for free at:

       http://bankrupt.com/misc/rosevillesenior.doc54.pdf

The petition was signed by Michael Edrei, managing director,
Meecorp Capital Markets, Inc.

The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.


SANDERSON PLUMBING: Hearing Today to Approve Bidding Protocol
-------------------------------------------------------------
Nathan Gregory, writing for The Dispatch, reported that:

     -- Woodflour Corporation of Chicago has made a $2.75 million
        offer to purchase Columbus, Miss.-based Sanderson
        Plumbing; and

     -- a federal judge in Aberdeen is scheduled to decide on
        whether to accept the Woodflour bid Tuesday.

According to the report, Fred Cross, managing director of Heritage
Equity Partners, said that if the judge approves the bid, the next
step will be an auction, at which other companies can out-bid
Woodflour.  Heritage helped facilitate the bid process.

According to the report, Mr. Cross said he anticipates approval of
the Woodflour bid, which would put the auction in late May or
early June.  He believes Woodflour's intention is to keep the
business going.  Mr. Cross also said nearly 100 companies have
shown interest and signed non-disclosure agreements so they can
access data and get as much information as possible on the company
in preparation of making offers. He estimated fewer than 10 of
those would consider overbidding Woodflour's initial bid.

Mr. Cross may be reached at:

     Fred Cross
     Managing Director
     HERITAGE EQUITY PARTNERS
     16 N. Washington St., Suite 102
     Easton, MD 21601
     Tel: (866) 969-1115 Ext. 2 (direct)
     Fax: (866) 604-9434
     E-mail: FCross@EquityPartnersHG.com

The report also noted that court documents show Sanderson Plumbing
owes more than $2.8 million in unsecured claims to creditors.  The
report also related that CEO Tom Whitaker said the majority of
Sanderson Plumbing's 250 employees has been laid off and the
company's production came to a halt last week Tuesday.

Sanderson Plumbing Products, Inc., based in Columbus, Miss., filed
for Chapter 11 bankruptcy (Bankr. N.D. Miss. Case No. 13-14506) on
Oct. 25, 2013 in Aberdeen.  Craig M. Geno, Esq. --
cmgeno@cmgenolaw.com -- at the Law Offices Of Craig M. Geno, PLLC.
In its petition, the Company estimated $1 million to $10 million
in both assets and debts.  The petition was signed by Thomas
Whitaker, president.


SEAWORLD PARKS: Bank Debt Trades at 2% Off
------------------------------------------
Participations in a syndicated loan under which Seaworld Parks and
Entertainment Inc. is a borrower traded in the secondary market at
97.75 cents-on-the-dollar during the week ended Friday, May 2,
2014 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.38 percentage points from the previous week, The
Journal relates.  Seaworld Parks and Entertainment Inc. pays 225
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 10, 2020.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The loan is one of the
biggest gainers and losers among 201 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.


SIMPLEXITY LLC: Panel Hires Hunton & Williams as Attorney
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Simplexity, LLC
and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Hunton &
Williams LLP as attorney for the Committee, nunc pro tunc to
Mar. 25, 2014.

The Committee requires Hunton & Williams to:

   (a) advise the Committee and representing it with respect to
       proposals and pleadings submitted by the Debtors or others
       to the Court;

   (b) represent the Committee with respect to the Debtors'
       proposed sale of assets;

   (c) represent the Committee with respect to any Chapter 11 plan
       proposed in these cases;

   (d) litigate avoidance actions or other causes of action;

   (e) attend hearings, draft and review pleadings and generally
       advocating positions which further the interests of the
       creditors represented by the Committee;

   (f) assist in the examination of the Debtors' affairs and
       operations;

   (g) advise the Committee regarding the progress of the Chapter
       11 Cases; and

   (h) perform other professional services in the best interest of
       those represented by the Committee, including without
       limitation those delineated in Section 1103(c) of the
       Bankruptcy Code.

Peter S. Partee, Sr. and Michael P. Richman shall invoice at the
discounted hourly rate of $800 for the duration of the Chapter 11
Cases.  All other Hunton & Williams' professionals shall invoice
at a 10% discount from their standard hourly rates, provided,
however, that no Hunton & Williams' professional shall invoice at
an hourly rate greater than $800.

The current standard and discounted hourly rates for the attorneys
and paralegals at Hunton & Williams who are expected to have
primary responsibility for the case are set forth below:

   Attorney                        Standard            Agreed
   --------                       Hourly Rate      Discounted Rate
                                  -----------      ---------------
   Peter S. Partee, Sr., Partner    $1,020              $800
   Michael P. Richman, Partner      $1,045              $800
   Andrew Kamensky, Partner          $815              $733.50
   Richard P. Norton, Counsel        $845              $760.50
   Robert A. Rich, Associate         $595              $535.50
   Constance Andonian, Paralegal     $325              $292.50

Other Hunton & Williams' attorneys who may have responsibility for
particular issues arising in these cases bill at standard rates
ranging from $160 per hour to $800 per hour.  Paralegal and case
clerk standard rates range from $150 to $350 per hour.

Hunton & Williams will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Peter S. Partee, Sr., partner of Hunton & Williams, 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.

Hunton & Williams can be reached at:

       Peter S. Partee, Sr., Esq.
       HUNTON & WILLIAMS LLP
       200 Park Avenue
       New York, NY 10166-0136
       Tel: (212) 309-1056
       Fax: (212) 309-1100

                     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: Creditors' Panel Taps Polsinelli PC as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Simplexity, LLC
and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Polsinelli
PC as Delaware bankruptcy counsel for the Committee, nunc pro tunc
to Mar. 25, 2014.

The Committee requires Polsinelli PC to:

   (a) provide legal advice on the powers and duties available to
       the Committee, an official committee appointed under
       section 1102 of the Bankruptcy Code;

   (b) at the request of lead counsel, assisting in the
       investigation of the acts, conduct, assets, liabilities,
       and financial condition of the Debtors, the operation of
       the Debtors' business, and any other matter relevant to
       these chapter 11 cases or to the formulation of a plan or
       plans of reorganization or liquidation;

   (c) prepare on behalf of the Committee necessary applications,
       motions, complaints, answers, orders, agreements, and other
       legal papers;

   (d) review, analyze, and respond to all pleadings filed by the
       Debtors and appearing in Court to present necessary
       motions, applications, and pleadings and to otherwise
       protect the interest of the Committee;

   (e) consult with the Debtors, their professionals, and the
       U.S. Trustee concerning the administration of the Debtors'
       estate;

   (f) represent the Committee in hearings and other judicial
       proceedings;

   (g) advise the Committee on practice and procedure before this
       Court; and

   (h) perform all other legal services for the Committee in
       connection with these chapter 11 cases.

Polsinelli PC will be paid at these hourly rates:

       Christopher A. Ward (shareholder)      $520
       Shanti M. Katona (associate)           $320
       Jarrett Vine (associate)               $285
       Lindsey M. Suprum (paralegal)          $205
       Shareholders                         $250-$600
       Associates and Senior Counsel        $175-$350
       Paraprofessionals                    $75-$205

Polsinelli PC will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Christopher A. Ward, Esq., shareholder of Polsinelli PC, 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.

Polsinelli PC can be reached at:

       Christopher A. Ward, Esq.
       POLSINELLI PC
       222 Delaware Avenue, Suite 1101
       Wilmington, DE 19801
       Tel: (302) 252-0920

                        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.


SIRIUS XM: Senior Notes Add-on No Impact on Moody's 'Ba3' CFR
-------------------------------------------------------------
Moody's Investors Service says that the increase in Sirius XM
Radio Inc.'s senior unsecured notes offering to $1.5 billion from
$750 million has no immediate impact on the debt ratings of the
company. The incremental $750 million initially provides
additional balance sheet cash and will be used for general
corporate purposes. All other ratings and the stable outlook
remain unchanged.

Unchanged:

Issuer: Sirius XM Radio Inc.

Corporate Family Rating: Ba3

Probability of Default Rating: Ba3-PD

Speculative Grade Liquidity Rating: SGL -- 1

UPSIZED $1,500 million Senior Unsecured Notes: B1, LGD4 -- 61%
(from LGD4 -- 63%)

5.25% sr secured notes due 2022 ($400 million outstanding): Baa3,
LGD1 -- 6% (from LGD1 -- 8%)

4.25% sr unsecured notes due 2020 ($500 million outstanding): B1,
LGD4 -- 61% (from LGD4 -- 63%)

5.875% sr unsecured notes due 2020 ($650 million outstanding):
B1, LGD4 -- 61% (from LGD4 -- 63%)

5.75% sr unsecured notes due 2021 ($600 million outstanding): B1,
LGD4 -- 61% (from LGD4 -- 63%)

4.625% sr unsecured notes due 2023 ($500 million outstanding):
B1, LGD4 -- 61% (from LGD4 -- 63%)

Outlook:

Issuer: Sirius XM Radio Inc.

Outlook is Stable

Ratings Rationale

The company's Ba3 corporate family rating incorporates the
increase in debt balances by $750 million due to the upsized
senior notes offering to $1.5 billion. The incremental debt
elevates total leverage to 4.1x approaching the upper threshold
for the CFR (including Moody's standard adjustments), but Moody's
expects EBITDA growth to result in a reduction in leverage to less
than 4.0x by FYE2014.

The last rating action was on May 1, 2014, when the initial $750
million senior notes offering was rated B1. All other credit
ratings were affirmed.

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.


SIZZLING PLATTER: S&P Withdraws 'B-' CCR on Debt Repayment
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including the 'B-' corporate credit rating, on Murray, Utah-based
restaurant operator Sizzling Platter LLC at the company's request.
The withdrawal follows the company's repayment of its rated debt,
$135 million 12.00% senior secured notes due 2016.


SOUTHERN FILM EXTRUDERS: Court Approves Exit Plan
-------------------------------------------------
The Bankruptcy Court on April 11, 2014, entered an order approving
the plan of liquidation filed in the bankruptcy case of Southern
Film Extruders, Inc.

The Debtor filed the "Plan of Liquidation for the Purpose of
Distribution" on Dec. 23, 2013, along with an accompanying
Disclosure Statement.  At a hearing on Feb. 11, 2014, the
Disclosure Statement was approved by the Court.

The confirmation hearing was held April 9.  No creditors or
parties-in-interest filed any objections to confirmation of the
Plan.

Counsel for the Debtor filed a Summary of Voting on the Plan on
April 2.  Majority of the general unsecured creditors of Southern
Film Extruders, a polyethylene film manufacturer, voted to accept
the plan.  In a balloting report, James K. Talcott, Esq., notes
that the creditors that have accepted the plan have over $6.6
million in claims.  Of the 13 general unsecured creditors, one
voted to reject the plan. The unnamed rejection vote's claim
amount is $2,564.

The Court also approved modifications to the Plan. The
modifications clarify the authority and standing of both the
Debtors and the General Unsecured Creditors Committee to bring
causes of auction against the Debtor's insurance carriers any
breach of contract or other cause as may be appropriate,
specifically including matters arising out of that litigation
currently pending in the state of Texas and filed by Longhorn
Packaging, Inc.

The modifications provide that the Reorganized Debtor upon
Confirmation shall continue to retain the rights, standing and
authority to bring all Avoidance Actions for the benefit of the
creditors in this proceeding not otherwise time barred by
applicable statutes of limitation.  This would include, but not be
limited to, causes of action against the Debtor's insurance
carriers, including Liberty Mutual Insurance, for any breach of
contract or other cause as may be appropriate arising out of that
litigation currently pending in the state of Texas filed by a
creditor of the Debtor, Longhorn Packaging, and presently being
defended by the Debtor's insurance carrier, Liberty Mutual
Insurance.  In addition, the Reorganized Debtor shall also
continue to retain the rights, standing and authority with respect
to claims asserted in the Texas Litigation against Exxon Mobile
Corporation, Westlake Polymers, LLC and Ampacet Corporation.

The Disbursing Agent appointed pursuant to the Plan will be deemed
the authorized person to sign on behalf of the Reorganized Debtor
any and all pleadings necessary to prosecute the recovery of the
causes of actions.  For purposes of investigating and prosecuting
these matters, the Disbursing Agent shall be authorized to use the
services of the Attorney for the Debtor or the Attorney for the
Unsecured Creditors' Committee.  To ensure that the fiduciary
obligations of the Debtor and the Committee are appropriately
discharged, the Disbursing Agent, when determining whether to use
the services of Counsel for the Debtor or Counsel for the
Unsecured Creditors' Committee, shall provide a fair allocation of
the work to be done and a cost-effective means for the liquidation
of such potential Claims.  All legal fees and expenses incurred by
counsel for the Debtor and/or the Committee shall be paid as a
Class I Expense of Administration.  The Disbursing Agent has the
authority to settle any cause of action without court notice, if
the amount in dispute is less than $20,000.  If the amount in
dispute is equal to $20,001 or more, then notice and hearing shall
be required in accordance with Bankruptcy Rule 2002(a)(3), unless
otherwise modified by Court Order.

The Plan also provides that the Creditors' Committee shall
continue to be constituted as a Committee to act on behalf of
General Unsecured Creditors after Confirmation of the Plan.  The
Committee shall be authorized and does have standing to do only
the following activities:

     A. To investigate the need for the Debtor post-confirmation
        to institute any Avoidance Action or Adversary Proceeding;

     B. To act as attorney of the Debtor and/or to aid and assist
        the Debtor's counsel as attorney for the Debtor in the
        prosecution of any Avoidance Action or collection of
        outstanding Accounts Receivable;

     C. To review all Claims in the proceeding and to object to
        and be heard on the same;

     D. To review any professional fee applications and have
        standing to object and respond to the same; and

     E. To request 2004 Examinations or such other discovery
        as may be allowable prior to the institution of an
        adversary proceeding in furtherance of their
        investigatory duties.

     F. To enforce the rights of the Committee.

     G. To seek the removal or replacement of the Disbursing
        Agent for cause.

     H. To seek a Court order compelling the Debtor to comply
        with the terms of the Plan.

     I. To seek an Order compelling the Disbursing Agent to
        comply with the terms of the Plan.

     J. To otherwise take such actions as are appropriate to
        carry out and insure the terms, provisions and intent
        of this Plan with respect to Class IX Creditors are met.

In October 2013, Southern Film Extruders sold its assets to Sigma
Plastics Group.

Last year, the Debtor won Court approval to conduct bidding and
auction to test a purchase offer from Epsilon Plastics, Inc., a
unit of Sigma.   Epsilon served as stalking horse bidder at the
auction, offering to pay (i) $7,372,109 -- the sum of all
principal, interest, fees, costs and expenses owed by the Debtor
to Epsilon as of the Closing date under the secured credit
facilities; plus (ii) $1,500,000.  The auction was set for Sept.
30 and the sale hearing to approve the winning offer was set for
Oct. 1.

The assets for sale included the Debtor's real property and
manufacturing facilities located at 2327 West English Road, High
Point, Guilford County, North Carolina, and substantially all of
Debtor's personal property.

The official committee of unsecured creditors had objected to
Epsilon having the ability to credit bid a deposit of $850,000.

                        About Southern Film

Southern Film Extruders, Inc., is the business of developing and
manufacturing specialized film used in packaging various products.
It has two plants in High Point, North Carolina.

On July 25, 2013, an involuntary Chapter 7 petition was filed
against Southern Film.  In response thereto, Southern Film filed a
Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4,
2013.

The Debtor experienced severe cash flow issues as a result of the
loss of its largest customer prompted the bankruptcy filing.

John L. Barnes, Jr., signed the Chapter 11 petition as vice
president.  The Debtor estimated assets of at least $10 million
and debts of at least $1 million.  Charles M. Ivey, III, Esq., at
Ivey, McClellan, Gatton, & Talcott, LLP, represents the Debtor as
counsel.

The Official Committee of Unsecured Creditors is represented by
Hendren & Malone, PLLC.


STANS ENERGY: Ontario Court Sets Precedent for Asset Seizure
------------------------------------------------------------
Stans Energy Corp. on May 5 disclosed that a recent Ontario court
decision in another matter involving another illegal expropriation
in the Kyrgyz Republic gives the Company some reassurance that
these international arbitration awards can be enforced locally,
and can help to satisfy an award Stans may be given by the
arbitration panel.

In a decision released April 15, 2014,
(SistemMuhendislikInsaatSanayiVeTicaretAnonimSirketi and Kyrgyz
Republic and Kyrgyzaltyn JSC) our Ontario courts ruled that the
Kyrgyz Republic had an "equitable or other interest" in shares of
Centerra Gold held by Kyrgyzaltyn and that such shares could be
seized in Ontario to satisfy an international arbitration award
made against the Kyrgyz Republic.  In the Sistem case, on
September 9, 2009, an arbitral tribunal held that the Kyrgyz
Republic was legally responsible for the illegal expropriation of
the Hotel Pinara and was ordered to pay to Sistem $8.5 million US
plus interest and costs.  The arbitral award was final and
binding. Sistem sought to have the order recognized and enforced
in Ontario.  On January 5, 2011, the Ontario courts granted an
Order recognizing and enforcing the award in Ontario and ordering
the Kyrgyz Republic to pay Sistem in accordance with the
arbitration award.  After numerous motions based on jurisdictional
issues and substantive issues, it is now clear that Kyrgyz
Republic assets, such as Centerra Gold shares, may be attached
through the processes of the Ontario courts.

"Stans Energy is committed to working with the Kyrgyz Government
to negotiate a solution that will ensure the safety and security
of capital investment moving forward.  This recent ruling by the
Ontario Court of Appeals paves the way for the company to enforce
redress should the result of ongoing government negotiations prove
fruitless," states Interim-President and CEO, Rodney Irwin.

The Arbitration Court at the Moscow Chamber of Commerce is now
preparing a written ruling, which will detail the verdict and the
final damage amount.  This process may take up to three months.
Once Stans will receive the written ruling, a press release will
be issued outlining those details.

                            Background

On October 30, 2013, Stans Energy Corp. and its subsidiaries filed
a claim for arbitration under the Convention for the Protection of
Investor's Rights to which Kyrgyzstan is a signatory.  The
arbitration hearings were held at the Arbitration Court at the
Moscow Chamber of Commerce and Industry.  On April 30, 2014 the
Court ruled in favor of the Company and is now preparing a written
ruling that will outline the reasoning behind the verdict and a
final amount to be awarded for damages to the Company.

The claim seeks $117,853,000 in compensation for losses and
damage.

                              MCTO

Stans Energy Corp. on Feb. 21 disclosed that further to its
application dated November 28, 2013 for a Management Cease Trade
Order, a temporary MCTO of the Ontario Securities Commission was
issued on December 9, 2013.  This MCTO prohibits all trading in
and all acquisitions of the securities of the Company, by certain
insiders, until two days after receipt by the Commission of all
the required filings as noted in the Company's November 28, 2013
press release.

                       About Stans Energy

Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union.  In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic.  On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides.  For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.


STELLAR BIOTECHNOLOGIES: Launches New Corporate Website
-------------------------------------------------------
Stellar Biotechnologies, Inc., announced the launch of its new
corporate Web site at www.stellarbiotech.com.

Stellar's new Web site features expanded content in a new format
designed to provide customers and investors with the most
comprehensive and current information about the Company and its
world-leading technology in Keyhole Limpet Hemocyanin (KLH).

The Web site details Stellar's KLH products, breakthroughs in
aquaculture science and strategic expansion of its own
immunotherapy program targeting Clostridium difficile ("C. diff")
infection.

It also includes a significantly enhanced Investor Relations
section intended to streamline access to relevant corporate
materials and broaden online exposure for the Company.  The
Investor Relations pages include up-to-the-minute data, news,
corporate presentations, and direct access to historical financial
filings.

Mark A. McPartland, vice president of Corporate Development and
Communications of Stellar Biotechnologies, said, "A primary
objective for Stellar is presenting key information to
stakeholders who are interested in the Company with the most
timely and well-organized material.  We believe our new website
achieves this goal by accurately presenting Stellar's industry-
leading KLH technology, products, scientific breakthroughs,
expansion of our own immunotherapy program and environmentally
sustainable advantage in a user-friendly platform."

Mr. McPartland continued, "A main focal point of the new website
is to maximize Stellar's level of corporate transparency for the
benefit of investors and we are confident that it succeeds in
furthering this transparency.  Additionally, the new website
allows us to archive an extensive range of corporate materials and
information that can be easily accessed by users at their
convenience on any Internet-enabled device."

To join the Company's email alert list for timely updates of
Stellar's news and events, sign up at:

          http://ir.stellarbiotechnologies.com/email-alerts

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.  The Company incurred a loss and comprehensive loss
of $3.59 million for the year ended Aug. 31, 2011.  The Company's
balance sheet at Nov. 30, 2013, showed $17.44 million in total
assets, $9.03 million in total liabilities and $8.40 million in
total shareholders' equity.


TUOMEY HEALTHCARE: S&P Lowers Rating on Revenue Bonds to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on South
Carolina Jobs Economic Development Authority's revenue bonds,
issued for Tuomey Healthcare System, two notches to 'CC' from
'CCC'.  The outlook is negative.

The downgrade follows Standard & Poor's assessment of a statement
made by Tuomey's board of trustees in its April 30, 2014,
Electronic Municipal Market Access filing that Toumey intends to
file for relief under Chapter 11 of the U.S. Bankruptcy Code if,
among other factors, Tuomey's motion for stay is denied or if the
court grants a stay on conditions that are more burdensome than
the requested security.

On Sept. 30, 2013, in Drakeford v. Tuomey, a judgment of $237
million was entered against Toumey in the U.S. District Court for
the District of South Carolina, Columbia Division.  On April 9,
2014, the court issued an order requiring a $30 million bond and a
$40 million escrow to stay the $237 million judgment.
Subsequently, Toumey filed a motion to stay the court's order.

"We believe Tuomey would significantly deplete its financial
profile if it were required to post funds for a $30 million bond
and a $40 million escrow.  Moreover, we think a bankruptcy filing
could lead to a lower rating within the next year," said Standard
& Poor's credit analyst Margaret McNamara.  "We could lower the
rating if Tuomey were to file bankruptcy, restructure its debt, or
miss a principal or interest payment.  Although not expected over
the next year, we could raise the rating over a longer period if
Tuomey's lawsuit were to shift in its favor, allowing for
conservation of its unrestricted reserves, and if financial
performance were to begin to show a positive trend."

Standard & Poor's believes that if the courts deny Tuomey its
motion for stay, it will not be able to satisfy its bond
covenants.  The rating service understands the courts denied
Tuomey a previous appeal related to the amount of the bond and
escrow posting.  While Standard & Poor's understands Tuomey is
continuing to work toward a settlement regarding the amount it is
required to post, significant uncertainty remains as to whether
the parties will reach an agreement.  The 'CC' rating reflects the
rating service's view that the bonds are highly vulnerable to
nonpayment, specifically because of Toumey's disclosure about its
potential bankruptcy filing.


TXU CORP: 2014 Bank Debt Trades at 25% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 75.45 cents-on-the-
dollar during the week ended Friday, May 2, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 2.85
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TXU CORP: 2017 Loan Trades at 24% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 75.73 cents-on-the-dollar during the week
ended Friday, May 2, 2013, an increase of 2.45 percentage points
from the previous week, according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's Caa1 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 210 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Feb. 8, 2013.


UNIVERSAL BIOENERGY: Global Energy Now Deemed an Affiliate
----------------------------------------------------------
Global Energy Group LLC acquired a portfolio of 14 of the
Company's Promissory Notes, with a total principal amount of
$3,234,775, from various Note Holders of the Company in a non-
public, private transaction directly from the individual Note
Holders.  All of the Promissory Notes were over six months old and
are disclosed in the Company's filings with the SEC.  In
accordance with Rule 13d-3, since Global Energy Group LLC had the
right to convert the Notes into common stock of the Company within
60 days after they acquired them, Global Energy Group LLC was
deemed to be the "beneficial owner" of the securities of the
Company on Jan. 11, 2013.

Global Energy Group LLC sent the Company a "Notice of Conversion"
dated March 27, 2013, requesting that the Promissory Notes be
converted to common stock.  On March 27, 2013, the stock's closing
price was $0.0021 per share, and the Promissory Notes were
converted into stock at $0.0021 per share.

On April 10, 2013, the Company, at the direction of Global Energy
Group LLC, converted the portfolio of 14 Promissory Notes, with a
principle amount of $3,234,775 into stock, and issued
1,568,630,000 common shares for that conversion.  This left a
remaining balance of $0.00 on these Notes.  Global Energy Group
LLC acquired the shares to settle a debt owed to it by the Company
through the conversion of the Promissory Notes to stock.  The
conversion of these Promissory Notes reduced the Company's long-
term debt by a principal amount of $3,234,775.  The 1,568,630,000
shares is the equivalent of 61.78 percent of the Company's
2,538,903,268 outstanding shares of common stock that were issued
and outstanding on May 20, 2013, as reported in the Company?s Form
10-Q Report for the period ended March 31, 2013.  As a result of
the issuance of the common stock to Global Energy Group, it owned
61.78 percent of the Company's issued and outstanding shares on
April 10, 2013, and a change of control of the Company occurred.
Global Energy Group LLC is now deemed an affiliate.

This conversion of the Promissory Notes to stock resulted in an
additional issuance of shares of stock that increased the
outstanding shares of the Company's common stock.  However, many
of those Promissory Notes carried interest rates that were very
high and that were above the current market rates.  The benefit to
the Company was to eliminate this $3,234,775 of outstanding long-
term debt and liabilities owed by the Company, reduce the
Company's interest expenses, enhance the Company's financial
position and strengthen the Balance Sheet.  Management believes
that taking those actions would improve the Company's
profitability, and allow the Company to pursue its strategies for
its growth and expansion.

The common shares issued to Global Energy Group are restricted
securities.  Restricted securities are securities acquired in
unregistered, private sales from the issuer or from an affiliate
of the issuer.  Investors typically receive restricted securities
through private placement offerings, Regulation D offerings,
employee stock benefit plans, as compensation for professional
services, or in exchange for providing "seed money" or start-up
capital to the company.  Rule 144(a)(3) identifies what sales
produce restricted securities.  Per SEC Rule 144, control
securities are those held by an affiliate of the issuing company.
An affiliate is a person, such as an officer, director or large
shareholder, (owning 10 percent of a company's outstanding
shares), in a relationship of control with the issuer.  Control
means the power to direct the management and policies of the
company in question, whether through the ownership of voting
securities, by contract, or otherwise.

Global Energy Group LLC's, Managing Member and controlling entity
is Rainco Management LLC and the control person for Rainco
Management LLC is Nicole C. Singletary.

Although since April 10, 2013, Global Energy Group LLC was able to
sell or dispose of the 1,568,630,000 shares, (pursuant to SEC
guidelines), to the best of the Company's knowledge, Global Energy
Group LLC has no plans or proposals to acquire any additional
securities of the issuer, and it has not sold or disposed of any
of the securities of the Company, (with the exception of 300
million shares that it sold back to the Company on July 25, 2013,
which shares were retired and returned to the Company treasury.
On April 30, 2014, Global Energy Group LLC filed a Form 4,
"Statement Of Changes In Beneficial Ownership" with the SEC, which
disclosed that it still owned 1,268,630,000 shares of common
stock.

A copy of the Form 8-K is available for free at:

                        http://is.gd/ViKi4t

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.  As of Dec. 31, 2013, the Company
had $9.22 million in total assets, $7.92 million in total
liabilities and $1.29 million in total stockholders' equity.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


USEC INC: Paid $15M in Bonuses Just Before Ch. 11, Docs Show
------------------------------------------------------------
Law360 reports that nuclear fuel provider USEC Inc. paid more than
$30 million in bonuses and other compensation to high-ranking
executives and bankruptcy advisers before filing for Chapter 11
protection earlier this year, according to documents filed Friday
in Delaware federal court.
The expenditures were revealed in financial statements provided to
the court, where the Maryland-based company is attempting to
reorganize itself and shed some of its estimated $1.07 billion in
debt.

According to the statements, the company devoted $15 million to
its executives in the year prior to its bankruptcy filing in
March, mostly in the form of bonuses. The largest allotment was to
President and CEO John K. Welch, who took home approximately $3.7
million.

The filings also show that it spent around $16 million on lawyers
and other advisers who served in consulting roles as the company
explored its bankruptcy options and prepared its filing.

USEC spokeman Paul Jacobson said the bonuses were handed out
mostly due to a temporary change in the company's pay structure to
focus on rewards for completing short-term goals, which was
necessitated by a "series of critical short-term challenges" that
threatened its long-term future.


VAREL INTERNATIONAL: S&P Retains 'B-' CCR on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' corporate
credit rating and other ratings on Carrollton, Texas-based Varel
International Energy Services Inc. remain on CreditWatch, where
S&P placed them with positive implications on Jan. 9, 2014,
pending the close of the transaction.

The rating action followed the company's announcement that Sandvik
AB will acquire the company for a purchase price of approximately
$740 million.  S&P believes Varel's credit profile would improve
if the acquisition by the larger and financially stronger Sandvik
AB were consummated.  S&P expects the transaction will close
sometime in mid-2014, but no closing date has been announced.

"We will resolve the CreditWatch listing for Varel upon completion
of the proposed transaction," said Standard & Poor's credit
analyst Mark Salierno.  "The ratings for Varel could be raised as
high as Sandvik's ratings.  We would withdraw the ratings on
Varel's debt if Varel's debt were repaid upon completion of the
transaction, which we believe could occur given Sandvik's stronger
credit profile."


VISCOUNT SYSTEMS: Files Amended Certificate of Designation
----------------------------------------------------------
Viscount Systems, Inc., filed an amendment to the Certificate of
Designation, Preferences and Rights of the Series A Convertible
Redeemable Preferred Stock amending certain provisions of the
preferred stock designated as "Series A Convertible Redeemable
Preferred Stock".  Pursuant to the Amended Certificate of
Designation, provisions regarding conversion, anti-dilution, the
number of shares issuable upon exercise of stock option plans or
similar plans of the Company, and board appointment were amended.
The Amended Certificate of Designation was approved by the
requisite holders of A Shares.

On March 21, 2014, the Company filed the Amended Certificate of
Designation with the Nevada Secretary of State.  The Amended
Certificate of Designation became effective upon filing with the
Nevada Secretary of State.

A copy of the Certificate of Second Amendment to the Certificate
of Designation, Preferences and Rights of the Series A Convertible
Redeemable Preferred Stock of Viscount Systems, Inc., is available
for free at http://is.gd/PJY6jh

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of C$500,000 by way of new debt or equity
financing to continue normal operations for the next twelve
months.  Management has been actively seeking new investors and
developing customer relationships, however a financing arrangement
has not yet completed.  Short-term loan financing is anticipated
from related parties, however there is no certainty that loans
will be available when required.  These factors raise substantial
doubt about the ability of the Company to continue operations as a
going concern.

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
issued a "going concern" qualification on the Company's
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has an
accumulated deficit of $8,590,355 and reported a loss of
$2,679,186 for the year ended Dec. 31, 2012, raising substantial
doubt about the Company's ability to continue as a going concern.

Viscount Systems incurred a net loss and comprehensive loss of
C$2.67 million in 2012, as compared with a net loss and
comprehensive loss of C$2.95 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed C$1.28 million in total
assets, C$3.94 million in total liabilities and a C$2.65 million
total stockholders' deficit.


WAYNE COUNTY, MI: Fitch Maintains Negative Watch on 'BB-' Rating
----------------------------------------------------------------
Fitch Ratings maintains the Negative Rating Watch for the
following Wayne County, Michigan bond ratings:

-- $190.9 million limited tax general obligation (LTGO) bonds
    issued by Wayne County 'BB-';

-- $54.9 million building authority (stadium) refunding bonds,
    series 2012 (Wayne County limited tax general obligation)
    issued by Detroit/Wayne County Stadium Authority 'BB-';

-- $210.5 million building authority bonds issued by Wayne County
    Building Authority 'BB-';

-- Wayne County unlimited tax general obligation (ULTGO)
    (implied) 'BB'.

SECURITY

LTGO bonds issued by the county carry the county's general
obligation ad valorem tax pledge, subject to applicable charter,
statutory and constitutional limitations.

Stadium authority and building authority bonds are secured by
lease payments from the county to the respective authority.  The
obligation to make the rental payments is not subject to
appropriation, setoff or abatement for any cause, and carries the
county's limited tax general obligation pledge.

KEY RATING DRIVERS

RAPID FINANCIAL DETERIORATION: The speculative grade ratings stem
from the county's considerably narrowed liquidity position, the
deepening of the general fund accumulated deficit and Fitch's
concern regarding the limited options for elimination of the
negative position.

NEAR-TERM LIQUIDITY CHALLENGES; MARKET ACCESS UNCERTAINTY: The
Negative Watch reflects the county's highly illiquid general fund,
dependent upon both inter-fund and external short-term borrowing
for cash flow.  At the close of fiscal 2013, Fitch calculated a
quick ratio of zero shortly after the August tax collection date.

STRESSED ECONOMY SLOW TO RECOVER: The weak local area economy is
reflected in elevated unemployment rates, population loss, and
below-average income levels.  The tax base suffered significant
declines during the last recession but the rate of decline has
recently slowed.

ACCUMULATED DEFICIT DEEPENS: The county recorded a $10.3 million
(1.7% of spending) general fund operating deficit for FY2013,
inclusive of a $49 million transfer from the delinquent tax
revolving fund (DTRF), bringing the accumulated unrestricted
general fund deficit to negative $156 million, equivalent to a
more than a quarter of general fund spending.

PLAN COULD IMPROVE FINANCES IF SUCCESSFULLY IMPLEMENTED:  The
county's proposed deficit elimination plan (DEP) relies upon a
transfer of the $81 million unrestricted DTRF balance and the sale
of wastewater treatment facilities to an authority, the latter of
which carries significant execution risk.  The county states that
if the county commission and state treasurer approve the DEP, it
would have the authority to do both.  The plan also identifies
options for eliminating the $30 million structural operating
imbalance; approximately 1/3 of these will require negotiation
contractual agreement with labor.

LEASES CARRY GO PLEDGE: The parity ratings on stadium authority
and Building Authority bonds reflect the fact that county lease
rental payments are not subject to abatement or appropriation and
carry the county's limited tax general obligation pledge.

RATING SENSITIVITIES

INABILITY TO ACCESS MARKET FOR CASH FLOW: Inability to access the
market if needed in an economically feasible manner for cash flow
borrowing would severely constrain the county's liquidity position
and would trigger a downgrade.

FURTHER DETERIORATION OF LIQUIDITY: Deterioration of the county's
already precarious liquidity position would likely result in a
downgrade.  The county has postponed the $100 million in tax
anticipation note (TAN) borrowing that was anticipated to take
place in April.  It is now slated for mid-May, or may be cancelled
entirely if the county treasurer or county commission releases
sufficient cash from the $81 million unrestricted portion of the
DTRF.

FAILURE TO REDUCE DEFICIT: Fitch believes the county remains
severely challenged to stem the decline in its financial position
and show material improvement in the near term.  Lack of
significant progress toward accumulated deficit reduction within
the current fiscal year, as evidenced by improvement in its
liquidity position and unrestricted general fund balance/deficit,
would place negative pressure on the rating.


WEATHER CHANNEL: Bank Debt Trades at 4% Off
-------------------------------------------
Participations in a syndicated loan under which Weather Channel is
a borrower traded in the secondary market at 96.27 cents-on-the-
dollar during the week ended Friday, May 2, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.38
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 4, 2017 band carries
Moody's Ba3 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


WESTMORELAND COAL: Keith Alessi Appointed CEO
---------------------------------------------
In light of the previously-announced pending acquisition of
Sherritt International's Canadian coal operations, on March 21,
2014, the Board of Directors of Westmoreland Coal Company
appointed Mr. Keith E. Alessi, Westmoreland's current executive
chairman, as principal executive officer with the title of chief
executive officer.

The Company said this appointment is the initial step in the
realignment of the corporate structure in anticipation of the
closing of the Sherritt transaction.  Mr. Alessi, upon closing of
the Sherritt transaction, will also carry the title of Interim
president - Canada operations.  Upon accepting the appointment as
CEO, Mr. Alessi relinquished the title of executive chairman of
the Board and Mr. Richard Klingaman was appointed by the Board as
Chairman.  Mr. Robert P. King, effective as of March 21, 2014,
became fully aligned with the Company's core U.S. operations with
the title of president - U.S. Operations.

Mr. Alessi has held several different positions with Westmoreland
since 2007, including president, chief executive officer and other
various interim roles.  For the bulk of the past seven years, Mr.
Alessi has led the Company as its President and CEO, including
guiding the Company's acquisition of the Kemmerer Mine from
Chevron in 2012.  Prior to joining the Company, Mr. Alessi had
served as a senior executive officer for over 30 years at a number
of public companies.  Mr. Alessi currently serves as a member of
the board of directors of MWI Veterinary Supply, Inc., and has
served as a director on numerous public company boards over the
past 30 years.  Mr. Alessi has a MBA from the University of
Michigan and a BS from Wayne State University.  He is also a
Certified Public Accountant. There are no arrangements or
understandings between Mr. Alessi and any other persons pursuant
to which he was selected as Executive Chairman.  There are also no
family relationships between Mr. Alessi and any director or
executive officer of the Company and he has no direct or indirect
material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.

Mr. Klingaman has served as the Company's director since 2006,
serving in various roles including Chairman of the Board and Lead
Independent Director.  He has been a consultant to the natural
resources and energy industries since May 1992.  Prior to
consulting, Mr. Klingaman was a senior executive with Penn
Virginia Corporation, a natural resources company specializing in
coal, oil, natural gas, timber, lime and limestone.

Mr. King joined the Company in 2012 as its president and chief
operating officer.  Prior to that time, he served as executive
vice president - Business Advancement and Support Services of
CONSOL Energy, Inc. and CNX Gas since January 2009.  Mr. King
served as senior vice president - Administration from February
2007 until January 2009.  Prior to joining CONSOL in 2006, he held
numerous positions with Interwest Mining Company, a subsidiary of
PacifiCorp, beginning in November 1990, including Vice President -
Operations and Engineering and General Manager at Centralia Mining
Company.  There are no arrangements or understandings between Mr.
King and any other persons pursuant to which he was selected as
President - U.S. Operations.  There are also no family
relationships between Mr. King and any director or executive
officer of the Company and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.

The Board affirmed Mr. Alessi's and Mr. King's existing
compensation packages, which is $750,000 base salary for Mr.
Alessi and $515,000 for Mr. King, with both gentlemen eligible for
100 percent of base salary for AIP target, and 150 percent of base
salary for LTIP target.

                       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 of Dec. 31, 2013, the Company had $946.68 million in total
assets, $1.13 billion in total liabilities and a $187.87 million
total deficit.

                           *     *     *

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.


WHEATLAND MARKETPLACE: May Sell Real Properties for $10.1 Million
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Wheatland Marketplace, LLC, to sell several parcels of
real estate, including:

   1. 3124 South Route 59, Naperville, Illinois;
   2. Part of 3224 South Route 59, Naperville, Illinois; and
   3. 3204 South Route 59, Naperville, Illinois.

The Debtor is also authorized to pay $662,900 as acquisition fee
to ArciTerra Strategic Retail Advisor, LLC.

In its motion, Thomas W. Toolis of Jahnke, Sullivan & Toolis, LLC,
on behalf of the Debtor told the Court that the Debtor has
received an offer to purchase the property in the amount of
$10,132,900.

The properties are subject to pre-existing mortgage and liens of
U.S. Bank National Association, as trustee successor to Bank of
America, National Association, successor by merger to LaSalle Bank
National Association, as Trustee for Bear Stearns Commercial
Mortgage Securities, Inc., Commercial Mortgage Pass-Through
certificates, Series 2003 TOP12 acting by and through C-III
Asset Management, LLC (formerly known as ARCap Servicing, Inc.),
the primary, which secured a note with a current approximate
balance in the amount of $7,013,354.

The Debtor proposed that, after payment of customary closing
costs, all net proceeds of the sale will be sufficient to pay
mortgage lender in full as all other unsecured claims.

                 About Wheatland Marketplace, LLC

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.
The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan
& Toolis, LLC, in Frankfurt, Illinois, as counsel.  Coleen J.
Lehman Trust and Lucy Koroluk each holds a 50% membership interest
in the Debtor.  The Debtor reported $10,999,006 in total assets,
and $7,052,778 in total liabilities.

No committee of unsecured creditors has been appointed to serve in
the case.



YELLOWSTONE MOUNTAIN: Founder Can't Skirt $41MM Judgment
--------------------------------------------------------
Law360 reported that a Montana federal judge affirmed a $40.9
million judgment against Yellowstone Mountain Club LLC's founder
for allegedly misusing a $375 million loan, ruling that a
bankruptcy court had proper jurisdiction to set the damages award.

According to the report, U.S. District Judge Sam E. Haddon denied
Timothy Blixseth's request to have the judgment vacated, noting
that he agreed to the bankruptcy court's jurisdiction by
intervening in an adversary proceeding. The judge further blasted
Blixseth for making several wrongful allegations against the
bankruptcy court and judge.

"The bankruptcy court had jurisdiction to hear and decide the
case. Blixseth was represented at every stage of the proceedings
by an array of counsel," Judge Haddon said, the report related.
"The bankruptcy court, notwithstanding an unwarranted attack by
Blixseth upon the judge personally, accorded him error-free due
process."

Judge Haddon blasted Blixseth's 40 claims of error, wrongdoing or
inappropriate conduct as baseless, the report further related.

"Many arguments reference matters that are beyond the record or
that are distortions of the record. Others attempt to reassert or
to inject issues into this case already finally decided in other
litigation related to the bankruptcy," the order said, the report
added.  "No useful purpose would be served by further
individualized review and discussion of each of the plethora of
meritless arguments in the briefs, many of which mirror a
continuation of delay and diversion tactics employed earlier in
the litigation."

The case is Blixseth v. Marc S. Kirschner, Trustee of the
Yellowstone Club Liquidating Trust, Case No. 2:12-cv-00083 (Bankr.
D. Mon.).

                      About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


* Fed. Circ. Won't Nix GM, Chrysler Dealers' Takings Suits
----------------------------------------------------------
Law360 reported that the Federal Circuit refused to dismiss suits
accusing the government of ordering General Motors Corp. and
Chrysler LLC to renege on franchise contracts with car dealerships
as part of bailout and restructuring deals, ruling the plaintiffs
might be able to show economic loss.

According to the report, agreeing with the U.S. Court of Federal
Claims' decision not to dismiss the two takings suits, the Federal
Circuit said they don't yet properly allege that the economic
value of plaintiffs' franchises was reduced or eliminated as a
result of the government's actions, but that the deficiencies
could be cured in amended versions of the complaints upon remand.

Plaintiffs claim the government's involvement in the
restructurings, which allegedly resulted in the elimination of
nearly 2,000 highly successful auto dealers throughout the U.S.,
constituted a taking of their property for which they should be
compensated, the report related.

The Federal Circuit agreed with the U.S., which had brought
interlocutory appeals over the Claims Court's decision that
plaintiffs hadn't satisfied the pleading standards necessary to
survive a motion to dismiss because they hadn't alleged that GM
and Chrysler would have avoided bankruptcy were it not for the
government's intervention, the report further related.

But the opinion said that, at oral arguments, plaintiffs had
disputed the government's contention that the franchises had no
value "and made clear that they intended to establish loss of
value," the report added.

The cases are A&D Auto Sales Inc. et al. v. US, case number 2013-
5019, and Colonial Chevrolet Co. Inc. et al. v. US, case number
2013-5020, both in the U.S. Court of Appeals for the Federal
Circuit.


* SAC Capital Judge Urged to Accept $900 Million Penalty
--------------------------------------------------------
Patricia Hurtado and Karen Gullo, writing for Bloomberg News,
reported that SAC Capital Advisors LP's plea agreement to pay a
$900 million penalty should be accepted, U.S. prosecutors told a
judge as they seek the biggest criminal fine ever imposed for
insider trading following a six-year probe of the firm.

According to the report, Manhattan U.S. Attorney Preet Bharara's
office on April 3 asked U.S. District Judge Laura Taylor Swain to
approve the agreement as part of a record $1.8 billion settlement
that also calls for the hedge fund to close its investment
advisory business.

SAC pleaded guilty in November to securities fraud and wire fraud
for allowing eight employees to engage in illicit trading dating
back to 1999, the report related.

"The financial penalty being sought is steep but fair: it
represents an appropriate punishment in light of the breadth and
duration of the criminal conduct at SAC Capital, and deters
similar misconduct at other institutions," assistant U.S.
attorneys Antonia Apps, Arlo Devlin-Brown and John Zach said in
their memo to Judge Swain, the Bloomberg report further related.
"That criminal conduct included (but is not limited to) the
actions of eight SAC employees who have either pled guilty or been
found guilty at trial of engaging insider trading."


* Bogus Private-Equity Fees Reportedly Found at 200 Firms by SEC
----------------------------------------------------------------
Alan Katz, writing for Bloomberg News, reported that a majority of
private-equity firms inflate fees and expenses charged to
companies in which they hold stakes, according to an internal
review by the U.S. Securities and Exchange Commission, raising the
prospect of a wave of sanctions by the agency.

More than half of about 400 private-equity firms that SEC staff
have examined have charged unjustified fees and expenses without
notifying investors, the Journal said, citing a person with
knowledge of the SEC's findings who asked not to be named because
the results aren't public. While some of the problems appear to
have resulted from error, some may have been deliberate, the
person said.

The SEC's review of the $3.5 trillion private-equity industry
began after the 2010 Dodd-Frank Act authorized greater oversight
of money managers, putting many firms under the agency's scrutiny
for the first time, the Journal related.  By December 2012,
examiners had found that some advisers were miscalculating fees,
improperly collecting money from companies in their portfolio and
using the fund's assets to cover their own expenses.

"A lot of the practices, in the eyes of the SEC, raise conflicts,"
the report cited Barry Barbash, Esq. -- bbarbash@willkie.com --
co-head of the asset-management group at Willkie Farr & Gallagher
LLP in Washington. "The SEC wants those conflicts aired out and
wants certain practices ultimately changed, and I'm sure we're
going to see it."


* Senate Passes Bill to Aid Long-Term Unemployed
------------------------------------------------
Siobhan Hughes, writing for The Wall Street Journal, reported that
the Senate voted to restore emergency financial benefits for the
long-term unemployed, the first in a series of moves planned by
both parties to court core voters this fall.

According to the report, the jobless-aid bill -- which passed on a
bipartisan 59-38 vote -- is just one plank of what Democrats call
their fairness agenda, which also includes a measure to promote
equal pay for women, up for a vote, and another to raise the
minimum wage to $10.10 an hour, after the spring recess.  None of
these are likely to pass the Republican-controlled House.

House GOP leaders are emphasizing issues they say will lead to
economic benefits, like reducing the deficit, the report related.
That theme will be highlighted, culminating in a likely vote on a
spending blueprint from House Budget Committee Chairman Paul Ryan
(R., Wis.)

The GOP budget, which includes cuts to nonmilitary domestic
programs beyond levels agreed to in an August 2011 budget deal,
calls broadly for reining in the federal government and giving a
greater role to states and private companies, the report further
related.  It is unlikely to pass the Democratic-controlled Senate.

In an unemployment vote, six Republicans joined all Democrats
present in supporting the measure, a fact that Democrats are
expected to point out as they try to pressure House Republican
leaders to pass the extension, the report said.


* Fitch Releases Report on Recovery Gap From the Great Recession
----------------------------------------------------------------
The 30 largest Fitch-rated cities across the U.S. face an
increasing recovery gap from the great recession, according to a
Fitch Ratings special report.

The rise of knowledge economies, recovery from the unprecedented
housing crisis and budget flexibility helped propel cities like
Austin, TX, Boston, MA and Columbus, OH.  However, a confluence of
new and existing issues hindered others like Fresno, CA and Las
Vegas, NV, and led to the largest U.S. municipal bankruptcy in
Detroit.

'The most recent recession had a severe impact on American
cities,' said Karen Wagner, Director in U.S. Public Finance at
Fitch Ratings.  'However, the recovery is really a tale of two
kinds of cities, with some bouncing back and others falling
behind, struggling to recover.'

'While each city's financial situation is unique, it's the
combination of prudent management and a diverse pre-recession
economy that now sets the top-performers apart from those that
faced more intense recessionary pressure.'

In general, cities with knowledge economies -- those with an
educated workforce and the presence of high-skill industries like
healthcare, IT and education -- fared better than cities relying
on low-skill sectors like manufacturing and agriculture.

While taxes, many cities' main source of revenue, took a hit all
around due to lower consumer spending and income.  In addition,
the housing crisis caused unprecedented problems due to depressed
home prices lowering property taxes.  Las Vegas' housing-led
economy suffered from the pop of its housing bubble and the
resulting downturn in construction.

Cities with the ability to raise taxes or cut spending to make up
for revenue declines fared better than those with less
flexibility.

In some cases, the great recession amplified existing financial
and economic problems.  Detroit, an outlier, is the most notable
case, where several years of pre-recession declines were
exacerbated by bankruptcies of GM and Chrysler in 2009.


* von Briesen Firm Discusses Challenges in Individual Ch.11 Cases
-----------------------------------------------------------------
Christopher J. Stroebel, Esq., Christopher J. Schreiber, Esq.,
David I. Cisar, Esq., Randall D. Crocker, Esq., and Shay A.
Agsten, Esq., at von Briesen & Roper, S.C., in an article for the
National Law Review, wrote that because of the complexity and
expense of chapter 11, most reorganization cases are filed by
entities rather than individuals.  Nevertheless, in recent years a
growing number of entrepreneurs and high net-worth individuals
have used chapter 11 to restructure their personal finances and
maintain control of their businesses and investments.  The article
discusses some common challenges arising in individual chapter 11
bankruptcy cases, and how a creditor can respond.  A copy of the
article is available at http://is.gd/CBqZeF


* James Odell Joins Blank Rome as Co-Head of Financial Services
---------------------------------------------------------------
Blank Rome LLP on May 5 disclosed that James E. Odell has joined
the Firm as Co-Head of the Financial Services industry team and as
a partner in the Finance, Restructuring, and Bankruptcy group.
Mr. Odell brings more than 30 years of top-level experience in the
financial services industry, serving in a number of inside and
outside counsel positions for leading banks and law firms.  He is
based in the Firm's New York office.

Considered one of the nation's leading financial services industry
executives, Mr. Odell adds a broad set of skills and depth in the
financial services industry, including bank and securities
regulation, investment banking, trading and markets, capital
markets, M&A, and finance?all of which support the Firm's already
strong capabilities in finance (including securitization and
capital markets transactions), regulatory, and white collar
defense and investigations.

"We are thrilled to welcome Jim to Blank Rome," said Alan J.
Hoffman , Chairman and Managing Partner.  "Jim's unparalleled
experience, including serving as general counsel to two of the
world's top banks during some of the industry's most turbulent
times, will be an excellent addition to our comprehensive
Financial Services team."

Mr. Odell joins Blank Rome from The Depository Trust & Clearing
Corporation ("DTCC"), the premier post-trade market infrastructure
for the global financial services industry.  As Managing Director,
Head of Legal for DTCC, Mr. Odell served as the primary legal
advisor to DTCC's senior business leaders.  He managed bank and
securities regulatory matters; executed strategic initiatives and
transactions; supervised litigation and investigations; oversaw
corporate governance, lobbying, PAC, and government affairs; and
focused on privacy and securities projects.  While at DTCC, Mr.
Odell oversaw FSOC/Dodd-Frank planning, response, and
implementation, which resulted in its subsidiaries receiving the
first "systemically important" designations by the Treasury.

Prior to DTCC, Mr. Odell served as General Counsel, Americas, for
UBS Investment Bank.  In this role, he managed the legal and
compliance functions and related staff for UBS Investment Bank in
the Americas and for all UBS businesses in Latin America.  His
wide-ranging responsibilities included oversight and management of
regulatory matters and relationships; transactional and traded
products legal matters; insolvency and workouts; corporate, real
estate, and ABS lending; litigation and compliance; lobbying and
government relations; and corporate and employment legal matters.
At the height of the financial crisis in 2008, Mr. Odell served as
the interim general counsel of all of UBS and represented UBS on
the Treasury/Federal Reserve Wall Street crisis management team
responsible for reviewing alternatives to the Lehman bankruptcy,
the sale of Merrill Lynch, the preliminary restructuring steps for
AIG, and establishing emergency financing facilities for the
industry.

"Jim's arrival to the Firm greatly bolsters our Financial Services
industry team during an exciting period in the practice's growth
and evolution," said Lawrence F. Flick II , Co-Head of the
Financial Services industry team.  "Having served in prominent
roles at two premier financial institutions, Jim brings tremendous
insight and best practices with regard to maximizing value and
better serving our clients in the financial services sector."

Prior to UBS, Mr. Odell was Global General Counsel of Investment
Banking for Citigroup's Investment Bank, responsible for
supervising the overall provision of legal services to investment
banking globally and managing all outside counsel engagements and
relationships.  He was also a member of the Investment Bank's
commitment committee and senior management operating and
management committees.  Mr. Odell focused on equity capital
markets; leveraged finance, high yield, and debt capital markets;
corporate lending (real estate and ABS); workouts; and M&A. During
his time at Citigroup, Mr. Odell was involved in the Google IPO,
the Enron and WorldCom bankruptcies, and the equity research
Global Settlement.

Before entering GC roles, Mr. Odell was a partner at O'Melveny &
Myers LLP where he served as Co-Head of the firm's securities
practice group and Head of the High Yield finance practice group.
He also served as a partner at Jones, Day, Reavis & Pogue; and a
senior associate at Simpson Thacher & Bartlett LLP.

"I considered a great number of factors and options before moving
back to private practice, and Blank Rome presented what I consider
to be an ideal platform for continuing to build out what is
already a unique and thriving financial services practice," said
Mr. Odell.  "The Firm's continued expansion?both in New York and
other key markets?along with the depth and breadth of its stellar
Financial Services team allows me to draw upon my GC,
transactional, regulatory, and banking experience."

Admitted to practice in New York, Mr. Odell received his JD from
the University of Pennsylvania School of Law and his BS in finance
from Lehigh University.  He currently serves as a member of the
board of advisors for the Institute for Law and Economics, a joint
research center of Penn Law, the Wharton School, and the
Department of Economics at the University of Pennsylvania.  He
previously served as a member of the committee of counsel and the
board of directors for The Clearing House Association; chairman of
the Swiss-American Chamber of Commerce (New York); a trustee of
the UBS Americas Fund for Better Government; and a member of the
capital markets committee of SIA/SIFMA.

                       About Blank Rome LLP

With nearly 500 attorneys serving clients around the globe, Blank
Rome -- http://www.BlankRome.com-- is an international law firm
representing businesses and organizations ranging from Fortune 500
companies to start-up entities.  Founded in 1946, Blank Rome
advises clients on all aspects of their businesses, including
commercial and corporate litigation; consumer finance; corporate,
M&A, and securities; environmental, energy, and natural resources;
finance, restructuring, and bankruptcy; intellectual property and
technology; labor and employment; maritime, international trade
and government contracts; matrimonial; products liability, mass
torts, and insurance; real estate; tax, benefits, and private
client; and white collar defense and investigations.  Blank Rome
also represents pro bono clients in a wide variety of cases and
matters.


* John Hanley Joins Otterbourg's Corporate Practice
---------------------------------------------------
Otterbourg P.C. on May 5 disclosed that John J. Hanley has joined
the firm as a member in the corporate group. Mr. Hanley's practice
focuses on the leveraged loan market (primary and secondary market
and related transactions) as well as the offering and sale of debt
and equity securities.  He comes to the firm from Carter Ledyard &
Milburn LLP, where he was a partner.

"John is a great addition to Otterbourg, and we enthusiastically
welcome him to the firm," said Daniel Wallen, Otterbourg's
chairman.  "He has a strong practice that enhances our corporate,
banking and finance, and restructuring and bankruptcy groups.  We
offer John and his clients expertise that complements John's
strengths and increases the range of available services to his
clients."

Mr. Hanley represents hedge funds, investment banks, trading
desks, and special purpose vehicles in the purchase and sale of
bank loans and other financial claims in the U.S., European, Latin
American and Asia Pacific markets.  He also represents lenders and
arrangers in syndicated loan transactions and underwriters,
initial purchasers and placement agents in the offering and sale
of debt and equity securities in 144A and Regulation D
transactions.  Mr. Hanley is actively involved in developing
standards through his participation in the Loan Syndications and
Trading Association.

"I'm excited by the opportunity Otterbourg provides me to expand
my practice and improve what I can do for my clients," Mr. Hanley
said.  "The firm has a collaborative culture focused on client
service, and it is particularly strong in the practice areas where
my clients need the most support."

Mr. Hanley earned his J.D. from the Fordham University School of
Law and his B.A. from the John Jay College of Criminal Justice
Summa Cum Laude.  He was named by the Irish Voice to the Irish
Legal 100 in 2012 and 2013.

                       About Otterbourg P.C.

Otterbourg P.C. offers clients a unique combination of legal
insight and practical solutions and is known for its integrity,
stability and business knowledge.  The firm regularly represents
clients in matters of national and international scope, including
institutional lenders and creditors such as banks, asset-based
lenders, hedge funds and private equity firms.  The firm's
practice includes domestic and cross-border financings, litigation
and alternative dispute resolutions, mergers and acquisitions and
other corporate transactions, real estate, restructuring and
bankruptcy proceedings, and trusts and estates.


* Upshot's Travis Vandell Bags M&A Advisor 40 Under 40 Award
------------------------------------------------------------
The M&A Advisor announced the winners of the 40 Under 40
Recognition Awards on Wednesday, April 30.  Travis Vandell,
co-founder and chief executive officer of claims & noticing firm
UpShot Services LLC, was named a winner in the Service Provider
category.

The M&A Advisor, renowned globally for its recognition of leading
M&A, financing and turnaround professionals, created this event to
promote mentorship and professional development amongst the
emerging business leaders.  Travis has been chosen for his
accomplishments and expertise from a pool of international
nominees by an independent judging panel of distinguished business
leaders.

"In 2010, we initiated the 40 UNDER 40 Awards to recognize the
emerging leaders of the M&A, Financing and Turnaround industries,"
said David Fergusson, president of The M&A Advisor.  "It is our
belief that this group of accomplished women and men will have a
significant effect on the advancement of our industry.  And it is
our great pleasure to recognize them and provide a forum for them
to meet and engage with one another."

After working in the corporate restructuring industry for more
than 12 years as an associate and later as a consultant, Travis
co-founded UpShot Services LLC in 2012 with Robert Klamser,
UpShot's president.  Travis and the UpShot team have introduced
new advances in technology to streamline the administrative
aspects of corporate bankruptcy, and in the process have
accomplished numerous industry firsts.  In several recent and
ongoing Chapter 11 cases, UpShot is the first claims and noticing
agent to have received Bankruptcy Court approval on behalf of its
clients for electronic claims filing and balloting procedures in
active cases.

"Innovation and change can be challenging in an industry that is
as established and robust as corporate restructuring," comments
Mr. Vandell.  "It truly is an honor, not only for myself, but also
for the entire team at UpShot Services, to be recognized by M&A
Advisor for the strides that we've made in developing more cost-
effective, electronic-based solutions that result in lower
administrative costs and time-savings for the debtor and other
stakeholders in the restructuring process."

Prior to establishing UpShot Services, Travis served as a lead
consultant on numerous, high profile Chapter 11 cases at a leading
claims and noticing agent.  Travis began his professional career
in the legal industry as a legal intern within the Southern and
Northern District of New York.  Thereafter, Travis represented
Chapter 11 debtors as an associate at a boutique, corporate
bankruptcy firm in Wilmington, Del.

On Tuesday, June 24, The M&A Advisor will host a black tie Awards
Gala at the Roosevelt Hotel in Manhattan, in conjunction with the
2014 Emerging Leaders' Summit -- an exclusive event pairing 40
Under 40 winners together with their mentors and other stalwarts,
to introduce the 40 Under 40 Award Winners to the business
community and celebrate their achievements.

The complete list of this year 40 Under 40 Award Winners is
available at http://is.gd/WnBC27

                       About The M&A Advisor

Since 1998, The M&A Advisor -- http://www.maadvisor.com-- has
been presenting, recognizing the achievement of and facilitating
connections between the world's leading mergers and acquisitions,
financing and turnaround professionals with a comprehensive range
of services including M&A SUMMITS; M&A AWARDS; M&A CONNECTS(TM);
M&A ALERTS(TM), M&A LINKS(TM), M&A DEALS, MandA.TV and M&A MARKET
INTEL(TM).

                     About Upshot Services LLC

Headquartered in Denver, Colo., UpShot Services LLC is a claims &
noticing firm founded by industry veterans who pioneered a new
standard of efficiency to serve the administrative needs of
companies in corporate bankruptcy.  UpShot helps debtors and their
professionals navigate the intricacies of claims, noticing,
balloting and other Chapter 11 milestones without the burden of
high administrative costs.  Its easy-to-use, scalable technology
and industry expertise enable corporate debtors and their
professionals to do more with less, with 24/7 support from
experienced experts at every stage of corporate restructuring.


* Veteran Legal Assistant Terri Sharp Joins Yesner Law
------------------------------------------------------
In dealing with the bankruptcy and mortgage crises still
afflicting many families, it is critical to have legal
representatives who understand both sides of the issues.

With the addition of legal assistant Terri L. Sharp, Yesner Law
(YesnerLaw.com) has significantly broadened its base of experience
in foreclosures, short sales, and loan modifications.  Both
Ms. Sharp and firm founder Shawn Yesner have extensive experience
working on the plaintiff's side, representing banks, mortgage, and
loan companies in actions against borrowers.

"This gives us a unique perspective when we're assisting clients
who have mortgage problems," Mr. Yesner said.  "We know the other
side of the issues and what we need to do to help clients navigate
the incredibly complex processes attached to foreclosures and
short sales."

While there has been some spotty improvement in residential real
estate markets, Florida still ranks No. 1 among all states in
foreclosures.  More than 285,500 homes are in some stage of the
foreclosure process, according to RealtyTrac, a national real
estate data service.  The total number of foreclosure actions is
well more than double the number of homes for sale.  Nearly one in
every five Florida homes stands vacant.  And within the state,
Tampa ranks fifth among all cities in foreclosure cases.

"The housing crisis is far from over," Mr. Yesner said.  "That's
especially true in the Tampa Bay region.  When people can no
longer afford to pay for their homes, they need sound legal advice
guiding them out of what might be the worst financial crisis of
their lives."

Ms. Sharp, 53, has years of experience in mortgage banking and
law.  She joins Yesner law after serving as the senior litigation
paralegal with the Michael J. Belle firm in Sarasota and as a
legal assistant at Fulton, Friedman & Gullace in Brandon.

"Terry comes to us with the compassion, knowledge and experience
to fulfill our mission to provide expert, personal service to our
clients," Mr. Yesner said.  "They need to have confidence that we
will see their case through to the best possible outcome.  That is
the promise Terri helps deliver."

Yesner Law also handles Chapter 7 and Chapter 13 bankruptcies,
landlord/tenant disputes, and debt settlement cases.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company          Ticker          ($MM)      ($MM)      ($MM)
  -------          ------        ------   --------    -------
ABSOLUTE SOFTWRE   ALSWF US       142.1      (11.2)      (6.3)
ABSOLUTE SOFTWRE   ABT CN         142.1      (11.2)      (6.3)
ABSOLUTE SOFTWRE   OU1 GR         142.1      (11.2)      (6.3)
ACHAOGEN INC       AKAO US         13.8       (0.0)       2.1
ADVANCED EMISSIO   OXQ1 GR        106.4      (46.1)     (15.3)
ADVANCED EMISSIO   ADES US        106.4      (46.1)     (15.3)
ADVENT SOFTWARE    AXQ GR         456.3     (111.8)    (106.0)
ADVENT SOFTWARE    ADVS US        456.3     (111.8)    (106.0)
AEROHIVE NETWORK   2NW GR          69.9       (3.3)      21.5
AEROHIVE NETWORK   HIVE US         69.9       (3.3)      21.5
AIR CANADA-CL A    AIDIF US     9,470.0   (1,397.0)      98.0
AIR CANADA-CL A    AC/A CN      9,470.0   (1,397.0)      98.0
AIR CANADA-CL A    ADH TH       9,470.0   (1,397.0)      98.0
AIR CANADA-CL A    ADH GR       9,470.0   (1,397.0)      98.0
AIR CANADA-CL B    ADH1 GR      9,470.0   (1,397.0)      98.0
AIR CANADA-CL B    AIDEF US     9,470.0   (1,397.0)      98.0
AIR CANADA-CL B    AC/B CN      9,470.0   (1,397.0)      98.0
ALIMERA SCIENCES   ALIM US         19.6       (4.9)      13.7
ALIMERA SCIENCES   ASZ TH          19.6       (4.9)      13.7
ALIMERA SCIENCES   ASZ GR          19.6       (4.9)      13.7
ALLIANCE HEALTHC   AIQ US         489.8     (136.6)      58.7
AMC NETWORKS-A     AMCX US      2,636.7     (571.3)     889.9
AMC NETWORKS-A     9AC GR       2,636.7     (571.3)     889.9
AMER RESTAUR-LP    ICTPU US        33.5       (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US      1,998.7      (42.4)     263.0
AMYRIS INC         AMRS US        198.9     (135.8)      (0.4)
ANGIE'S LIST INC   ANGI US        124.3      (20.3)     (30.0)
ANGIE'S LIST INC   8AL GR         124.3      (20.3)     (30.0)
ARRAY BIOPHARMA    AR2 GR         146.3       (5.4)      90.2
ARRAY BIOPHARMA    ARRY US        146.3       (5.4)      90.2
ATLATSA RESOURCE   ATL SJ         773.6      (14.1)      30.2
AUTOZONE INC       AZO US       7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZ5 TH       7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZ5 GR       7,262.9   (1,710.3)    (860.8)
BARRACUDA NETWOR   7BM GR         236.2      (90.1)     (66.5)
BARRACUDA NETWOR   CUDA US        236.2      (90.1)     (66.5)
BERRY PLASTICS G   BERY US      5,367.0     (135.0)     761.0
BERRY PLASTICS G   BP0 GR       5,367.0     (135.0)     761.0
BIOCRYST PHARM     BO1 GR          48.9       (1.1)      26.9
BIOCRYST PHARM     BO1 TH          48.9       (1.1)      26.9
BIOCRYST PHARM     BCRX US         48.9       (1.1)      26.9
BIODELIVERY SCIE   BD5 GR          38.0       (0.8)       1.6
BIODELIVERY SCIE   BDSI US         38.0       (0.8)       1.6
BOULEVARD ACQUIS   BLVDU US         0.5       (4.3)      (4.7)
BOULEVARD ACQUIS   BLVD US          0.5       (4.3)      (4.7)
BRP INC/CA-SUB V   B15A GR      1,875.1      (63.7)     116.5
BRP INC/CA-SUB V   BRPIF US     1,875.1      (63.7)     116.5
BRP INC/CA-SUB V   DOO CN       1,875.1      (63.7)     116.5
BURLINGTON STORE   BURL US      2,621.1     (150.5)     112.7
BURLINGTON STORE   BUI GR       2,621.1     (150.5)     112.7
CABLEVISION SY-A   CVC US       6,591.1   (5,274.3)     283.4
CABLEVISION SY-A   CVY GR       6,591.1   (5,274.3)     283.4
CAESARS ENTERTAI   C08 GR      24,688.9   (1,903.8)   1,239.5
CAESARS ENTERTAI   CZR US      24,688.9   (1,903.8)   1,239.5
CANNAVEST CORP     0VE GR          10.7       (0.2)      (1.3)
CANNAVEST CORP     CANV US         10.7       (0.2)      (1.3)
CAPMARK FINANCIA   CPMK US     20,085.1     (933.1)       -
CC MEDIA-A         CCMO US     15,097.3   (8,696.6)     753.7
CELLADON CORP      CLDN US         24.6      (44.3)      20.1
CELLADON CORP      72C GR          24.6      (44.3)      20.1
CENTENNIAL COMM    CYCL US      1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US       1,213.7     (497.0)     141.2
CHOICE HOTELS      CZH GR         554.9     (454.6)     109.5
CHOICE HOTELS      CHH US         554.9     (454.6)     109.5
CIENA CORP         CIE1 GR      1,800.6      (86.9)     800.8
CIENA CORP         CIEN TE      1,800.6      (86.9)     800.8
CIENA CORP         CIE1 TH      1,800.6      (86.9)     800.8
CIENA CORP         CIEN US      1,800.6      (86.9)     800.8
CINCINNATI BELL    CBB US       2,107.3     (676.7)      (3.2)
DIRECTV            DTV US      21,905.0   (6,169.0)    (577.0)
DIRECTV            DIG1 GR     21,905.0   (6,169.0)    (577.0)
DIRECTV            DTV CI      21,905.0   (6,169.0)    (577.0)
DOMINO'S PIZZA     EZV TH         524.3   (1,269.0)     113.5
DOMINO'S PIZZA     EZV GR         524.3   (1,269.0)     113.5
DOMINO'S PIZZA     DPZ US         524.3   (1,269.0)     113.5
DUN & BRADSTREET   DB5 GR       1,890.3   (1,042.3)     (29.9)
DUN & BRADSTREET   DB5 TH       1,890.3   (1,042.3)     (29.9)
DUN & BRADSTREET   DNB US       1,890.3   (1,042.3)     (29.9)
EASTMAN KODAK CO   KODK US      3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   KODN GR      3,815.0   (3,153.0)    (785.0)
EDGEN GROUP INC    EDG US         883.8       (0.8)     409.2
EGALET CORP        EGLT US         14.4       (1.5)      (3.1)
ELEVEN BIOTHERAP   EBIO US          5.1       (6.1)      (2.9)
EMPIRE STATE -ES   ESBA US      1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60   OGCP US      1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN   FONN GR      1,599.9     (309.2)      34.3
FAIRPOINT COMMUN   FRP US       1,599.9     (309.2)      34.3
FERRELLGAS-LP      FEG GR       1,620.8     (101.2)      20.0
FERRELLGAS-LP      FGP US       1,620.8     (101.2)      20.0
FIVE9 INC          1F9 GR          56.3       (3.0)       1.1
FIVE9 INC          FIVN US         56.3       (3.0)       1.1
FREESCALE SEMICO   FSL US       3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   1FS GR       3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   1FS TH       3,100.0   (3,851.0)   1,244.0
GENTIVA HEALTH     GTIV US      1,262.6     (300.2)      94.3
GENTIVA HEALTH     GHT GR       1,262.6     (300.2)      94.3
GLG PARTNERS INC   GLG US         400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US       400.0     (285.6)     156.9
GLOBAL BRASS & C   6GB GR         548.7       (3.4)     286.9
GLOBAL BRASS & C   BRSS US        548.7       (3.4)     286.9
GRAHAM PACKAGING   GRM US       2,947.5     (520.8)     298.5
GREENSHIFT CORP    VD4B GR          8.4      (39.6)     (41.2)
HALOZYME THERAPE   HALO US        101.8      (20.0)      69.7
HALOZYME THERAPE   HALOZ GR       101.8      (20.0)      69.7
HCA HOLDINGS INC   HCA US      29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   2BH GR      29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   2BH TH      29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN   5HD GR       6,324.0     (764.0)   1,210.0
HD SUPPLY HOLDIN   HDS US       6,324.0     (764.0)   1,210.0
HORIZON PHARMA I   HZNP US        252.6      (49.1)      67.5
HORIZON PHARMA I   HPM GR         252.6      (49.1)      67.5
HORIZON PHARMA I   HPM TH         252.6      (49.1)      67.5
HOVNANIAN ENT-A    HOV US       1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-A    HO3 GR       1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-B    HOVVB US     1,787.3     (456.1)   1,131.9
HOVNANIAN-A-WI     HOV-W US     1,787.3     (456.1)   1,131.9
HUGHES TELEMATIC   HUTCU US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US        110.2     (101.6)    (113.8)
INCYTE CORP        ICY TH         666.8     (162.4)     474.2
INCYTE CORP        INCY US        666.8     (162.4)     474.2
INCYTE CORP        ICY GR         666.8     (162.4)     474.2
INFOR US INC       LWSN US      6,515.2     (555.7)    (303.6)
IPCS INC           IPCS US        559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US        124.7      (64.8)       2.2
JUST ENERGY GROU   JE US        1,543.7     (199.3)     (12.4)
JUST ENERGY GROU   JE CN        1,543.7     (199.3)     (12.4)
JUST ENERGY GROU   1JE GR       1,543.7     (199.3)     (12.4)
KATE SPADE & CO    KATE US        977.5      (32.5)     206.5
KATE SPADE & CO    LIZ GR         977.5      (32.5)     206.5
L BRANDS INC       LB US        7,198.0     (369.0)   1,324.0
L BRANDS INC       LTD GR       7,198.0     (369.0)   1,324.0
L BRANDS INC       LTD TH       7,198.0     (369.0)   1,324.0
LDR HOLDING CORP   LDRH US         77.7       (7.2)      10.3
LEAP WIRELESS      LWI TH       4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US      4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI GR       4,662.9     (125.1)     346.9
LEE ENTERPRISES    LEE US         820.2     (157.4)       9.9
LORILLARD INC      LLV GR       3,912.0   (2,161.0)     897.0
LORILLARD INC      LLV TH       3,912.0   (2,161.0)     897.0
LORILLARD INC      LO US        3,912.0   (2,161.0)     897.0
LUMENPULSE INC     LMP CN          29.4      (38.4)       3.5
LUMENPULSE INC     0L6 GR          29.4      (38.4)       3.5
MACROGENICS INC    M55 GR          42.0       (4.0)      11.7
MACROGENICS INC    MGNX US         42.0       (4.0)      11.7
MALIBU BOATS-A     M05 GR          57.2      (32.5)      (2.0)
MALIBU BOATS-A     MBUU US         57.2      (32.5)      (2.0)
MANNKIND CORP      NNF1 GR        258.6      (30.7)     (51.5)
MANNKIND CORP      NNF1 TH        258.6      (30.7)     (51.5)
MANNKIND CORP      MNKD US        258.6      (30.7)     (51.5)
MARRIOTT INTL-A    MAQ TH       6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAR US       6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAQ GR       6,665.0   (1,625.0)  (1,031.0)
MAUI LAND & PINE   MLP US          56.7      (36.0)     (54.8)
MDC PARTNERS-A     MDZ/A CN     1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MD7A GR      1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MDCA US      1,570.3      (94.1)    (218.7)
MERITOR INC        MTOR US      2,531.0     (782.0)     298.0
MERITOR INC        AID1 GR      2,531.0     (782.0)     298.0
MERRIMACK PHARMA   MP6 GR         192.4      (43.1)     108.9
MERRIMACK PHARMA   MACK US        192.4      (43.1)     108.9
MIRATI THERAPEUT   26M GR          18.5      (24.3)     (25.3)
MIRATI THERAPEUT   MRTX US         18.5      (24.3)     (25.3)
MONEYGRAM INTERN   MGI US       4,761.4      (39.5)     115.9
MORGANS HOTEL GR   MHGC US        572.8     (172.9)       6.5
MORGANS HOTEL GR   M1U GR         572.8     (172.9)       6.5
MPG OFFICE TRUST   MPG US       1,280.0     (437.3)       -
NATIONAL CINEMED   NCMI US      1,067.3     (146.1)     134.0
NATIONAL CINEMED   XWM GR       1,067.3     (146.1)     134.0
NAVISTAR INTL      IHR TH       7,654.0   (3,877.0)     645.0
NAVISTAR INTL      NAV US       7,654.0   (3,877.0)     645.0
NAVISTAR INTL      IHR GR       7,654.0   (3,877.0)     645.0
NEKTAR THERAPEUT   ITH GR         434.5      (89.9)     159.7
NEKTAR THERAPEUT   NKTR US        434.5      (89.9)     159.7
NEXSTAR BROADC-A   NXST US      1,163.7      (13.2)     117.2
NEXSTAR BROADC-A   NXZ GR       1,163.7      (13.2)     117.2
NORTHWEST BIO      NBYA GR          7.6      (14.3)      (9.7)
NORTHWEST BIO      NWBO US          7.6      (14.3)      (9.7)
NYMOX PHARMACEUT   NYMX US          1.1       (5.9)      (2.3)
OCI PARTNERS LP    OP0 GR         460.3      (98.7)      79.8
OCI PARTNERS LP    OCIP US        460.3      (98.7)      79.8
OMEROS CORP        3O8 GR          16.5      (18.4)       2.9
OMEROS CORP        OMER US         16.5      (18.4)       2.9
OMTHERA PHARMACE   OMTH US         18.3       (8.5)     (12.0)
OPOWER INC         38O GR          63.1       (6.3)     (11.9)
OPOWER INC         38O TH          63.1       (6.3)     (11.9)
OPOWER INC         OPWR US         63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD   OSGIQ US     3,644.5      (60.2)     439.5
PALM INC           PALM US      1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE   PAHC LN        480.8      (63.5)     179.9
PHIBRO ANIMAL HE   PAO EU         480.8      (63.5)     179.9
PHIBRO ANIMAL HE   PAO GR         480.8      (63.5)     179.9
PHIBRO ANIMAL-A    PAHC US        480.8      (63.5)     179.9
PHIBRO ANIMAL-A    PB8 GR         480.8      (63.5)     179.9
PHILIP MORRIS IN   PM FP       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 TH      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1EUR EU   36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1CHF EU   36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PMI SW      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM US       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 GR      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1 EU      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1 TE      36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A   PLA/A US       165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US         165.8      (54.4)     (16.9)
PLUG POWER INC     PLUG US         35.4      (15.5)      11.1
PLUG POWER INC     PLUN TH         35.4      (15.5)      11.1
PLUG POWER INC     PLUN GR         35.4      (15.5)      11.1
PLY GEM HOLDINGS   PGEM US      1,042.3      (52.0)     175.8
PLY GEM HOLDINGS   PG6 GR       1,042.3      (52.0)     175.8
PROTALEX INC       PRTX US          1.2       (8.6)       0.6
PROTECTION ONE     PONE US        562.9      (61.8)      (7.6)
QUICKSILVER RES    KWK US       1,369.7   (1,006.0)     259.2
QUINTILES TRANSN   QTS GR       3,061.9     (559.5)     571.3
QUINTILES TRANSN   Q US         3,061.9     (559.5)     571.3
REGAL ENTERTAI-A   RGC US       2,704.7     (715.3)     (41.3)
REGAL ENTERTAI-A   RETA GR      2,704.7     (715.3)     (41.3)
RENAISSANCE LEA    RLRN US         57.0      (28.2)     (31.4)
RENTPATH INC       PRM US         208.0      (91.7)       3.6
RETROPHIN INC      RTRX US         21.4       (5.8)     (10.3)
RETROPHIN INC      17R GR          21.4       (5.8)     (10.3)
REVANCE THERAPEU   RVNC US         18.9      (23.7)     (28.6)
REVANCE THERAPEU   RTI GR          18.9      (23.7)     (28.6)
REVLON INC-A       REV US       2,123.9     (596.5)     246.4
REVLON INC-A       RVL1 GR      2,123.9     (596.5)     246.4
RITE AID CORP      RAD US       6,944.9   (2,113.7)   1,777.7
RITE AID CORP      RTA GR       6,944.9   (2,113.7)   1,777.7
RURAL/METRO CORP   RURL US        303.7      (92.1)      72.4
SABRE CORP         SABR US      4,755.7     (317.7)    (273.6)
SABRE CORP         19S GR       4,755.7     (317.7)    (273.6)
SALLY BEAUTY HOL   S7V GR       2,106.0     (268.8)     715.8
SALLY BEAUTY HOL   SBH US       2,106.0     (268.8)     715.8
SILVER SPRING NE   SSNI US        516.4      (78.1)      95.5
SILVER SPRING NE   9SI TH         516.4      (78.1)      95.5
SILVER SPRING NE   9SI GR         516.4      (78.1)      95.5
SMART TECHNOL-A    SMT US         374.2      (29.4)      71.6
SMART TECHNOL-A    SMA CN         374.2      (29.4)      71.6
SMART TECHNOL-A    2SA TH         374.2      (29.4)      71.6
SPORTSMAN'S WARE   SPWH US        265.0     (128.6)      76.1
SPORTSMAN'S WARE   06S GR         265.0     (128.6)      76.1
SUNESIS PHARMAC    RYIN TH         40.5       (6.2)       6.5
SUNESIS PHARMAC    RYIN GR         40.5       (6.2)       6.5
SUNESIS PHARMAC    SNSS US         40.5       (6.2)       6.5
SUNGAME CORP       SGMZ US          0.1       (2.2)      (2.3)
SUPERVALU INC      SJ1 GR       4,374.0     (738.0)      52.0
SUPERVALU INC      SVU US       4,374.0     (738.0)      52.0
SUPERVALU INC      SJ1 TH       4,374.0     (738.0)      52.0
THRESHOLD PHARMA   THLD US        104.1      (23.5)      59.0
TRANSDIGM GROUP    TDG US       6,292.5     (234.2)     882.4
TRANSDIGM GROUP    T7D GR       6,292.5     (234.2)     882.4
TRINET GROUP INC   TN3 GR       1,434.7     (270.4)      65.1
TRINET GROUP INC   TNET US      1,434.7     (270.4)      65.1
ULTRA PETROLEUM    UPM GR       2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM    UPL US       2,881.8     (227.7)    (374.8)
UNISYS CORP        UISEUR EU    2,399.2     (659.6)     421.4
UNISYS CORP        USY1 GR      2,399.2     (659.6)     421.4
UNISYS CORP        USY1 TH      2,399.2     (659.6)     421.4
UNISYS CORP        UIS1 SW      2,399.2     (659.6)     421.4
UNISYS CORP        UISCHF EU    2,399.2     (659.6)     421.4
UNISYS CORP        UIS US       2,399.2     (659.6)     421.4
VARONIS SYSTEMS    VRNS US         33.7       (1.5)       1.8
VARONIS SYSTEMS    VS2 GR          33.7       (1.5)       1.8
VECTOR GROUP LTD   VGR GR       1,260.2      (21.6)     183.3
VECTOR GROUP LTD   VGR US       1,260.2      (21.6)     183.3
VENOCO INC         VQ US          695.2     (258.7)     (39.2)
VERISIGN INC       VRSN US      2,609.3     (457.6)    (253.6)
VERISIGN INC       VRS GR       2,609.3     (457.6)    (253.6)
VERISIGN INC       VRS TH       2,609.3     (457.6)    (253.6)
VINCE HOLDING CO   VNCE US        470.3     (181.2)    (158.1)
VINCE HOLDING CO   VNC GR         470.3     (181.2)    (158.1)
VIRGIN MOBILE-A    VM US          307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US        346.7      (16.3)     106.1
WEIGHT WATCHERS    WW6 GR       1,483.1   (1,461.0)     (31.0)
WEIGHT WATCHERS    WW6 TH       1,483.1   (1,461.0)     (31.0)
WEIGHT WATCHERS    WTW US       1,483.1   (1,461.0)     (31.0)
WEST CORP          WT2 GR       3,544.1     (709.4)     405.3
WEST CORP          WSTC US      3,544.1     (709.4)     405.3
XERIUM TECHNOLOG   XRM US         624.1      (11.4)     107.5
XOMA CORP          XOMA GR        134.8       (4.0)      97.4
XOMA CORP          XOMA US        134.8       (4.0)      97.4
XOMA CORP          XOMA TH        134.8       (4.0)      97.4
YRC WORLDWIDE IN   YEL1 TH      2,064.9     (363.1)     193.6
YRC WORLDWIDE IN   YEL1 GR      2,064.9     (363.1)     193.6
YRC WORLDWIDE IN   YRCW US      2,064.9     (363.1)     193.6



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***