TCR_Public/140508.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Thursday, May 8, 2014, Vol. 18, No. 126

                            Headlines

3PEA INTERNATIONAL: Posts $611,600 Net Income in 2013
ACTIVE NETWORK: Moody's Affirms B3 CFR & Revises Outlook to Neg.
AERCAP HOLDINGS: Fitch Assigns 'BB+' Rating to Sr. Unsecured Notes
AERCAP HOLDINGS: Moody's Assigns Ba2 CFR & Rates Sr. Notes Ba2
ALGECO SCOTSMAN: Moody's Lowers Corporate Family Rating to 'B2'

AMERICAN BANCORPORATION: Sent to Ch. 11 by Alesco Entities
ARITEL INC: Case Summary & 20 Largest Unsecured Creditors
ASARCO LLC: 5th Cir. Affirms Baker Botts Fee Enhancements
ATHLACTION HOLDINGS: S&P Retains 'B' CCR Over Passkey Deal
AUXILIUM PHARMACEUTICALS: Incurs $55.9 Million Net Loss in Q1

BCGC CAPITAL: Involuntary Chapter 11 Case Summary
BERJAC OF OREGON: Court Rules on Production of Holcomb Docs
BERRY PLASTICS: To Offer $500 Million of Senior Notes Due 2022
BONDS.COM GROUP: Michel Daher Stake at 75.9% as of Jan. 27
BOREAL WATER: Inks $55,000 Note Agreement with JSJ Investments

CLEAREDGE POWER: All Three Debtors Now Have Same Judge
CLEAREDGE POWER: Class Suit Filed for WARN Act Violations
BROADWAY FINANCIAL: Amends 2013 Annual Report to Add Part III
COLDWATER CREEK: Liquidation Sales to Start Today
COLOR STAR: Can Hire Simon Ray as Insurance Counsel

COLOR STAR: Court Sets Final Cash Collateral Hearing for May 13
COLOR STAR: Hearing on Regions' Motion Continued to June 9
CONTOURGLOBAL POWER: S&P Assigns 'BB-' Rating to $400MM Bonds
CORINTHIAN COLLEGES: Seeks Waiver of Debt Covenant Defaults
CUBIC ENERGY: Scott Pinsonnault Named CFO and SVP

COOPER-BOOTH: Files First Amendments to Plan Documents
DANLAR INC: Files for Ch. 7; Creditors' Meeting Set June 10
DEX MEDIA: Posts Net Loss of $82 Million in First Quarter 2014
DISTRIBUTION INTERNATIONAL: S&P Assigns 'B-' CCR; Outlook Stable
DORAL FINANCIAL: S&P Lowers ICR to 'CC', Placed on Watch Negative

DOTS LLC: GRL Capital May Provide Back Office Services
DOTS LLC: May 9 Auction Set for Intellectual Property Assets
ELO TOUCH SOLUTIONS: Moody's Affirms Caa1 CFR; Outlook Negative
ENTERPRISE CHARTER: Fitch Affirms B Rating to $7.3MM Revenue Bonds
EVEREST HOLDINGS: Decreased Sr. Debt No Impact on Moody's B2 CFR

F&H ACQUISITION: Can File Chapter 11 Plan Until July 14
FLEMING MANUFACTURING: $173,700 Claim v. Keogh Not Dischargeable
FILENE'S BASEMENT: Landlords Blast $30M Deal to Sell HQ Lease
FLAT OUT: Gets Court Approval to Settle Dispute With HillStreet
FLORIDA GAMING: Closes Sale to ABC; Unsecureds May Recoup 100%

FOREVERGREEN WORLDWIDE: Posts $116,843 Net Income in 2013
FREEDOM INDUSTRIES: May Employ CEC as Enviromental Consultant
FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating to $15.02MM Bonds
GENCO SHIPPING: Sec. 341(a) Meeting of Creditors Set for May 15
GENCO SHIPPING: Mark D. Brodsky Reports 9.9% Equity Stake

GIBSON BRANDS: S&P Affirms 'B-' CCR; Outlook Stable
GILES-JORDAN: Case Summary & 5 Largest Unsecured Creditors
GLW EQUIPMENT: Gets Approval to Sell Equipment to Rihm, et al.
GLYECO INC: Joshua Landes Equity Stake Hiked to 8.9%
GREAT PLAINS: Fitch Lowers Rating on $36.3MM Revenue Bonds to 'BB'

GREDE HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating
GREDE HOLDINGS: S&P Affirms 'B+' CCR over American Securities Deal
GROUND IMPROVEMENT: Claims Court Rules on Motion for Substitution
GSE ENVIRONMENTAL: June 11 Hearing on Plan Disclosures
GSE ENVIRONMENTAL: S&P Lowers CCR to 'D' After Chapter 11 Filing

GYMBOREE CORP: Decline in Sales No Impact on Moody's Caa1 Rating
HEDWIN CORPORATION: Has Final Authority for DIP Loans
HIGH PLAINS: Files Form 10-Q for Sept. 30, 2012 Quarter
HORIZON LINES: Amends Bylaws to Add Forum Provision
HYDROCARB ENERGY: Sells Barge Canal Property for $650,000

IBARRA SHEET METAL: Files for Chapter 7 Liquidation
INFINITY ENERGY: Delays 2013 Form 10-K
INFUSYSTEM HOLDINGS: Posts $583,000 Net Income in First Quarter
INTELLICELL BIOSCIENCES: $746,091 Conv. Debenture Matures in 2015
INVESTORS CAPITAL: Gets Chapter 11 Case Dismissed

IRISH BANK: Developer's Claims Over Tampa Mall Tossed
JAMES RIVER: US Trustee Forms Five-Member Creditors' Committee
JAMES RIVER: Committee et al. Balk at DIP Financing Fees
JAMES RIVER: Asset Sale Procedures Facing Protest
JAMES RIVER: Section 341(a) Meeting Slated for June 24

JAMES RIVER: Nasdaq to Delist Common Stock Effective May 12
JOAN FABRICS: Unpaid 2007 Taxes Don't Violate Sale Order
KEEVEY INC: Files for Ch. 11; Creditors' Meeting on June 2
KEMET CORP: Signs Amendment No. 5 to BofA Loan Agreement
KEYWELL LLC: Joseph Freedman Resigns as Committee Member

LITTLE ANGEL: Pro Se Filer's Creditors Meeting Set for June 2
LAST MILE: Plan of Liquidation Confirmed by Judge
MACROSOLVE INC: Merges Into Subsidiary Drone Aviation
MAJESTIC STAR: Withdraws Registration Statement With SEC
MACROSOLVE INC: Incurs $240,600 Net Loss in 2013

MEMORIAL PRODUCTION: S&P Revises Outlook to Pos. & Affirms 'B' CCR
MIDWEST AG: Ohio Appeals Court Rules in Huegemann Dispute
MONARCH COMMUNITY: Reports $17,000 Net Earnings in First Quarter
MSR HOTELS: Five Mile Loses Appeal of Bankruptcy Plan
MUSCLEPHARM CORP: Incurs $2.7 Million Net Income in 1st Quarter

NATCHEZ REGIONAL: Has Deal With Entergy Over Utility Services
NATCHEZ REGIONAL: Gets 75-Day Extension to File Chapter 11 Plan
NATCHEZ REGIONAL: Rejecting Med One & Alliance Imaging Leases
NATCHEZ REGIONAL: Rejects Valley Services & MD Properties Pacts
NE OPCO: Committee Asks Court to Approve Trust Agreements

NE OPCO: Court Extends Plan Exclusivity Through July 7
NEPHROS INC: Reports $3.7 Million 2013 Net Loss
NET ELEMENT: Cayman Invest Stake at 15% as of April 21
NEW ENGLAND COMPOUNDING: MDL Settlement Filed in Bankruptcy Court
NEW ENGLAND COMPOUNDING: Hagens Berman Announces $100MM Settlement

NYTEX ENERGY: Delays Form 10-K for 2013
NET TALK.COM: Delays Form 10-K for 2013
OCWEN FINANCIAL: Fitch Affirms 'B' IDR & Revises Outlook to Stable
OVERLAND STORAGE: Dan Bordessa & Nils Hoff Named to Board
OVERSEAS SHIPHOLDING: Files New Plan With Shareholders' Support

PACIFIC THOMAS: Stakeholder Balks at PMF's Foreclosure Bid
PACIFIC THOMAS: U.S. Bank May Foreclose Belgian Drive Property
PANACHE BEVERAGE: Hires CFO, Announces Distillery Updates
REALOGY CORP: Incurs $46 Million Net Loss in First Quarter
QUALITY DISTRIBUTION: Reports $3.1 Million Net Income in Q1

REVSTONE INDUSTRIES: PBGC Wants Settlement Objections Overruled
REEMA HOSPITALITY: Files for Chapter 11 in Central Florida
REAL ESTATE ASSOCIATES: Delays Form 10-K for 2013
RITE WAY: Avoidance Suits Against Ciardi Dismissed
ROSEVILLE SENIOR: May 13 Hearing on Exclusivity Extension Bid

ROTHSTEIN ROSENFELDT: Trustee, Frank Preve Settle Litigation
SABINE OIL: Moody's Puts B3 CFR & Caa1 Debt Rating for Upgrade
SCIENTIFIC LEARNING: Incurs $6.2 Million Net Loss in 2013
SI ORGANIZATION: S&P Affirms 'B' CCR & Rates $540MM Facilities 'B'
SOLUCIONES EMPRENDEDORAS: Case Summary & Top Unsecured Creditor

SONOMAX TECHNOLOGIES: Delays Filing of Annual Financial Statements
STEREOTAXIS INC: To Issue 1 Million Shares Under Incentive Plan
STEPHEN MUNSON: Dist. Court Won't Hear Appeal Over Sanctions
STERLING INFOSYSTEMS: Moody's Retains CFR Over New Loan Offering
STERLING INFOSYSTEMS: S&P Retains 'B' Rating After Loan Downsize

STG-FAIRWAY ACQUISITIONS: S&P Puts 'B' CCR on CreditWatch Negative
SUNTECH POWER: Can't Dodge Solyndra's Antitrust Suit
SURFACING USA: Case Summary & 5 Unsecured Creditors
TELEXFREE INC: Bankruptcy Case Goes to Massachusetts
THERAPEUTICSMD INC: Incurs $9.2-Mil. Net Loss in First Quarter

THR & ASSOCIATES: Ex-CEO Must Pay $12M in OT Suit, Judge Says
TRANS ENERGY: Delays Form 10-K for 2013
TREYSON DEVELOPMENT: Voluntary Chapter 11 Case Summary
TYMBER SKAN ON THE LAKE: Meeting of Creditors on June 2
UNIFIED 2020: Court Approves Settlement With United Central Bank

UNIFIED 2020: Court Lifts Stay for United Central Bank
UNITED AIRLINES: S&P Assigns 'B' Rating to $308.46MM Bonds
UNIVERSAL HEALTH: May Modify Global Settlement Agreement
VAQUERIA EL VERDOR: Case Summary & 11 Top Unsecured Creditors
VELATEL GLOBAL: Delays Form 10-K for 2013

VIGGLE INC: PAR Investment Holds 9.9% Equity Stake
VILLAGE AT KNAPP'S: Asks Court to Deny Bank's Dismissal Request
VILLAGE AT KNAPP'S: First Community Bank Asks Court to Lift Stay
WCI COMMUNITIES: Creditors Trust Holds 5.4% of Shares
WYLE SERVICES: Moody's Affirms B2 CFR & Rates $35MM Debt B1

WYLE SERVICES: S&P Raises CCR to 'B+' Following Debt Repayment
Z TRIM HOLDINGS: Obtains $500,000 Revolving Loan From Fordham

* Citigroup Reaches $1.13 Billion Pact over Mortgage Bonds
* Lawsuit Accuses OneWest of Defrauding U.S. Mortgage Program

* McDonald Hopkins Issues Alert on Looming Higher Education Crisis
* Fitch Says Pennsylvania Revenue Shortfall Adds Pressure
* Fitch Says California Workers' Compensation Insurance Still Poor
* U.S. Banks to Face Tougher Leverage Caps Than Competitors
* Small Banks Faring Better Than Numbers Show, U.S. Report Says

* Chicago-Area Atty Cops to Ripping Off Bankruptcy Clients

* Two Bankruptcy Attorneys Join Freeman's Los Angeles Office

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


3PEA INTERNATIONAL: Posts $611,600 Net Income in 2013
-----------------------------------------------------
3Pea International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income attributable to the Company of $611,684 on $6.30 million of
revenues for the year ended Dec. 31, 2013, as compared with net
income attributable to the Company of $1.81 million on $6.70
million of revenues during the prior year.

As of Dec. 31, 2013, the Company had $9.16 million in total
assets, $9.05 million in total liabilities and $106,929 in total
stockholders' equity.

Sarna & Company, in Thousand Oaks, California, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  After auditing the
financial statements for year ended Dec. 31, 2011, Sarna &
Company, in Thousand Oaks, California, noted that the Company has
suffered recurring losses from operations, which raise substantial
doubt about its ability to continue as a going concern.

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

                        http://is.gd/aiuIoD

                     About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.

                             *   *    *

This concludes the Troubled Company Reporter's coverage of 3Pea
International until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


ACTIVE NETWORK: Moody's Affirms B3 CFR & Revises Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook on The
Active Network, Inc.'s debt ratings, following the announcement
that Active acquired Passkey International, Inc. for $59 million,
and funded the acquisition with new debt. Moody's also affirmed
the B3 Corporate Family rating ("CFR"), the B3-PD Probability of
Default ("PDR"), and the B1 senior secured first lien debt
ratings.  Due to the proposed addition of more first lien senior
secured debt, the senior secured second lien term loan due 2021
was downgraded to Caa2.

Some of the proceeds of the proposed $63 million add-on senior
secured first lien term loan due 2020 will be used to repay a
shareholder loan provided by affiliates of Vista Equity Partners
("Vista") to fund the acquisition of Passkey, which will be merged
into Active's Lanyon, Inc. ("Lanyon") subsidiary.

Rating Rationale

"The all-debt-funded Passkey acquisition worsens Active's already
weak financial profile and further elevates its high business
risk, while revenue growth has been somewhat lower than Moody's
expectations, leading to the negative ratings outlook," said
Edmond DeForest, Moody's Senior Analyst.

The B3 CFR reflects very high financial leverage, historically
negative free cash flow, elevated operating risks from the on-
going integration of over 34 companies acquired since 2003,
uncertainty surrounding the timing and ultimate success of in-
process cost management initiatives, and high executive and other
management turnover. The Passkey acquisition increases business
risks and may pressure free cash flow. Active's already very high
adjusted debt to EBITDA rises to over 10 times pro forma for the
proposed acquisition financing as of December 31, 2013 (and after
Moody's standard adjustments). Moody's expects leverage to remain
above 6.5 times until 2015, with anticipated deleveraging to be
driven by higher profit margins from cost reduction initiatives
and approximately 8% annual revenue growth. Liquidity is
considered only adequate given limited cash in excess of
registration fees payable and near term expectations for negative
free cash flow.

The downgrade of the senior secured second lien term loan due 2021
to Caa2 reflects the B3-PD PDR, its second priority behind the
senior secured first lien debt and the increase in senior secured
first lien indebtedness pro forma for the proposed add-on senior
secured first lien term loan.

The negative outlook reflects Moody's concerns that revenue growth
may be lower than anticipated, reducing the pace of anticipated
deleveraging. A downgrade is possible if there are further debt
financed acquisitions, revenue growth slows, cost reduction
initiatives do not produce profit margin growth or if cash flow
does not turn positive by the end of 2014, resulting in
expectations for diminished liquidity and debt to EBITDA remaining
above 7 times. The rating outlook could be stabilized if Active
reduces debt, grows revenue at least 8% annually and achieves
profit margin improvement driven by the full and timely completion
of cost reduction initiatives. If Moody's expects Active to
maintain debt to EBITDA at about 6 times and free cash flow to
debt of at least 3%, while Moody's also expects prudent financial
policies with respect to acquisitions and shareholder
compensation, the outlook could be revised to stable.

Issuer: Active Network, Inc. (The)

Affirmations:

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Downgrade:

Senior Secured 2nd Lien Term Loan due 2021, Downgraded to Caa2
(LGD5, 78%) from Caa1 (LGD5, 78%)

Revisions:

Senior Secured 1st Lien Revolving Credit Facility due 2018,
revised to B1 (LGD2, 29%) from B1 (LGD2, 28%)

Senior Secured 1st Lien Term Loan due 2020, revised to B1
(LGD2, 29%) from B1 (LGD2, 28%)

Outlook Actions:

Outlook, Changed to Negative From Stable

Active, controlled by Vista, provides software that enables
registration for events and activity licensing, as well as event-
related marketing services and, through its Lanyon subsidiary.
provides content and spend management solutions to the travel,
transportation and hospitality industries.


AERCAP HOLDINGS: Fitch Assigns 'BB+' Rating to Sr. Unsecured Notes
------------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB+' to the senior
unsecured notes to be issued by subsidiaries of AerCap Holdings NV
(AerCap; 'BBB-'/Rating Watch Negative).  The proposed debt would
be issued by AerCap Ireland Capital Limited (Irish Issuer) and
AerCap Global Aviation Trust (Delaware Issuer), both wholly owned
subsidiaries of AerCap, and will benefit from a full and
unconditional, joint and several guaranty of the parent company
and various other subsidiaries.

The proceeds will be used to fund a part of the cash payment to
American International Group (AIG) in connection with AerCap's
acquisition of International Lease Finance Corp. (ILFC;
'BB'/Rating Watch Positive).

Key Rating Drivers

The expected note issuance is part of the acquisition financing
strategy that was articulated by the company in December 2013.
The proceeds will replace the $2.75 billion committed bridge
financing previously obtained by AerCap. Given the various
guarantees, Fitch believes the proposed notes would rank pari
passu with both AerCap's and ILFC's existing unsecured
obligations.

Upon consummation of the acquisition, AerCap's balance sheet
leverage will increase materially, primarily as a result of
acquisition-related purchase accounting.  Therefore, AerCap's
credit profile will initially become riskier, but Fitch expects it
to improve over time as the acquisition is integrated and equity
is built up through retained earnings.  The 'BB+' rating would be
supported by the company's plans to maintain a conservative
capital policy with no dividends or share repurchases until
reported debt-to-equity is reduced to approximately 3.0x.  Fitch
believes the combined business offers fairly good visibility into
future earnings and operating cash flows, which underpins the
company's de-leveraging plan.

Fitch believes that the best measure of financial leverage for the
combined company is tangible debt-to-tangible equity.  This
measure adjusts for certain accounting assets and liabilities that
will be created as a result of purchase accounting, and is more
reflective of the economic value of the balance sheet than the
reported debt-to-equity ratio.  Some of the adjustments include
the fair value (FV) adjustment to ILFC's debt, the FV of the order
book and the lease premium.  According to Fitch's estimates, the
initial tangible debt-to-tangible equity ratio will be 5.1x,
higher than the reported pro forma leverage figure of 4.5x.
However, the two measures are expected to converge as the purchase
accounting adjustments get accreted over time.

The acquisition will significantly expand AerCap's access to
unsecured funding, which is expected to represent approximately
60% of total debt on a pro forma basis.  Furthermore, AerCap will
acquire a large pool of unencumbered aircraft, which will provide
support to unsecured creditors.  Upon closing of the acquisition,
Fitch expects to equalize the company's unsecured debt with its
long-term Issuer Default Rating (IDR) because it will represent a
significant part of the capital structure.

RATING SENSITIVITIES

Fitch believes positive rating momentum is possible over the
longer term if AerCap executes on the plan it has outlined.  More
specifically, successful integration of ILFC's fleet and staff, a
reduction of balance sheet leverage as outlined by the company,
maintenance of robust liquidity and improvement in the fleet
profile are viewed as positive rating drivers.  Positive rating
momentum could stall if AerCap runs into any meaningful
integration issues, if dividends or share repurchase activity are
reinstituted before deleveraging plans are completed, or if there
is a material downturn in the aviation sector, which negatively
impacts its business.

Downside risks to AerCap's ratings will be elevated until the
acquisition is integrated and leverage is reduced.  Negative
rating actions could result from significant integration issues,
loss of key airline relationships, deterioration in financial
performance and/or operating cash flows, higher than expected
repossession activity and/or difficulty re-leasing aircraft at
economical rates.  Longer term, aggressive capital management, a
reduction in available liquidity or inability to maintain or
improve the fleet profile could also lead to negative rating
pressure.

Upon its acquisition of ILFC, AerCap will become one of the
largest global aircraft lessors, with a fleet of over 1,300
aircraft and $43 billion in total assets.

Fitch expects to assign the following ratings:

AerCap Ireland Capital Limited

AerCap Global Aviation Trust

--Senior unsecured debt at 'BB+(EXP)'.

Fitch currently rates AerCap and its related subsidiaries as
follows:

AerCap Holdings N.V.

--Long-term IDR 'BBB-', Rating Watch Negative.

Various operating subsidiaries of AerCap

--Senior secured debt 'BBB', Rating Watch Negative.

AerCap Aviation Solutions B.V.

--Senior unsecured debt rating 'BB+'.


AERCAP HOLDINGS: Moody's Assigns Ba2 CFR & Rates Sr. Notes Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 corporate family rating
to AerCap Holdings N.V. (AerCap) and a Ba2 rating to the $2.6
billion senior unsecured notes to be jointly issued by its
subsidiaries AerCap Ireland Capital Limited and AerCap Global
Aviation Trust. In addition, Moody's upgraded to Ba2 from Ba3 the
corporate family and senior unsecured ratings of International
Lease Finance Corporation (ILFC), upgraded to Ba1 from Ba2 the
senior secured ratings of ILFC, Flying Fortress Inc. and Delos
Finance S.a.r.l., and upgraded to B1(hyb) from B2(hyb) the
preferred stock ratings of ILFC, ILFC E-Capital Trust I and ILFC
E-Capital Trust II. The outlook for the AerCap and ILFC ratings is
stable.

The rating actions reflect AerCap's pending acquisition of ILFC
from American International Group (AIG) for $3 billion of cash and
97.6 million AerCap common shares, for a total estimated
transaction value of $6.9 billion based on AerCap's closing share
price on April 21, 2014. Proceeds of the new $2.6 billion senior
notes will partially fund the cash consideration. The ratings and
outlook of AIG are unaffected by the AerCap and ILFC rating
actions.

Ratings Rationale

The AerCap rating assignments and ILFC rating upgrades are based
on the strength of AerCap's franchise after acquiring ILFC;
AerCap's strong prospects for realizing meaningful savings from
tax, operating, and funding efficiencies that will improve
financial performance; and the combined entity's acceptable
capital position after the elimination of ILFC's deferred tax
liabilities. The rating also considers AerCap's significant
progress to-date integrating ILFC's fleet, personnel and
operations in a way that preserves important strengths from both
companies. Credit concerns include the transaction's size and
execution risks and the combined company's high reliance on
confidence-sensitive capital markets funding. The stable outlook
reflects Moody's expectation that AerCap will capably manage the
integration of the two companies, resulting in operating
performance that improves on Moody's prior expectations for pre-
acquisition ILFC.

The Ba2 rating assigned to the new notes also reflects their
senior position in AerCap's capital structure. Co-issued on a
joint and several basis by AerCap Ireland Capital Limited and
AerCap Global Aviation Trust, the notes are guaranteed
unconditionally on a senior unsecured basis by ultimate parent
AerCap and by certain AerCap subsidiaries, including ILFC.

After acquiring ILFC, AerCap will become a market leader in
commercial aircraft leasing with a $37 billion fleet of nearly
1,200 owned aircraft leased to over 200 airlines globally. It will
also have an order book of 363 new aircraft that will renew and
grow the company's fleet, strengthen its position in the newest
technology aircraft and improve the combined firm's average
portfolio lease yields, profits and cash flows.

AerCap will seek to further strengthen performance of the combined
entity by reducing operating redundancies and realizing tax
efficiencies. Under a section 338(h)(10) election of the Internal
Revenue Code, AIG will assume ILFC's deferred tax liabilities and
AerCap will step up the tax basis in ILFC's aircraft, resulting in
tax savings that aid cash flow. AerCap will achieve additional tax
savings by relocating a large majority of ILFC's US domiciled
aircraft to Ireland, which has a lower corporate tax-rate.

AerCap will have modestly higher post-closing pro-forma leverage
(Debt/Equity) as of March 31, 2014 of 2.9x, after adjusting for
purchase accounting effects, compared to actual leverage of 2.5x
at March 31, 2014. Though issuance of the senior notes increases
the combined entity's debt outstanding, the firm's capital
position benefits from the 338(h)(10) election that eliminates
ILFC's deferred tax liabilities. Moody's estimates that combined
earnings and cash flow can sustain AerCap's adjusted leverage at
this level over the intermediate term. With a large order book and
industry demand conditions conducive to growth, Moody's believes
that AerCap is likely to operate with leverage close to its target
of 3x (Debt/Equity). Leverage higher than this would negatively
pressure the firm's ratings.

AerCap has made significant progress on critical integration
initiatives already with respect to retention of key personnel,
transfer of ILFC aircraft into the Irish tax jurisdiction, and
information technology system choices. Moody's expects that AerCap
will ably execute remaining transitions in a way that builds upon
its own fleet management expertise and ILFC's strong marketing
capabilities.

A primary credit constraint concerns the size of the transaction,
particularly given that AerCap is approximately one-quarter of
ILFC's operational scale. The transaction exposes creditors to
execution risks associated with AerCap's integration roadmap,
increased funding requirements, and management of a larger
aircraft portfolio and order book. AerCap has prior experience
acquiring and integrating aircraft fleets and management systems,
but on a far smaller scale.

Concerns with respect to AerCap's market access and liquidity
relate to the financing requirements of the combined firm's $25
billion of new aircraft and other equipment on order, deliveries
of which ramp up significantly by 2016, as well as to ongoing
refinancing needs. The magnitude of AerCap's market funding
requirements highlights both its dependence and potential
vulnerability during market contractions that reduce overall
appetite for aircraft and aviation finance. Given large recurring
funding needs, evolution of AerCap's funding and liquidity
profiles will be key rating considerations going forward.

Moody's could improve the AerCap and ILFC ratings and/or outlook
if AerCap's integration of ILFC progresses favorably, the
company's financial performance benefits from anticipated
operating synergies, the company maintains strong liquidity and
leverage (D/E, adjusted for purchase accounting) of less than 3x.

Moody's could downgrade the ratings if AerCap's operating
prospects weaken, it loses key personnel, liquidity weakens, or if
adjusted leverage of the combined entity increases to more than
3x.

AerCap is a major commercial aircraft leasing company with
headquarters in the Netherlands and listed on the New York Stock
Exchange (AER). AerCap is acquiring ILFC, headquartered in Los
Angeles, California, and the second-largest owner-lessor of
commercial aircraft globally.

Rating actions:

AerCap Holdings N.V.

Corporate Family Rating: Ba2

Outlook: stable

AerCap Ireland Capital Limited / AerCap Global Aviation Trust

Senior Unsecured Debt: Ba2

Outlook: stable

International Lease Finance Corporation

Corporate Family Rating: to Ba2 from Ba3

Senior Unsecured: to Ba2 from Ba3

Senior Secured: to Ba1 from Ba2

Preferred Stock: to B1(hyb) from B2(hyb)

Outlook: to stable from negative

Flying Fortress Inc.

Senior Secured: to Ba1 from Ba2

Outlook: to stable from negative

Delos Finance S.a.r.l.

Senior Secured: to Ba1 from Ba2

Outlook: to stable from negative

ILFC E-Capital Trust I

Preferred Stock: to B1(hyb) from B2(hyb)

Outlook: to stable from negative

ILFC E-Capital Trust II

Preferred Stock: to B1(hyb) from B2(hyb)

Outlook: to stable from negative


ALGECO SCOTSMAN: Moody's Lowers Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded Algeco Scotsman Global
S.a.r.l.'s corporate family rating (CFR) to B2 from B1. Moody's
also downgraded Algeco Scotsman Global Finance plc's senior
secured rating to B2 from B1 and its senior unsecured rating to
Caa1 from B3. The outlook for the ratings is stable.

Ratings Rationale

Moody's downgraded Algeco's ratings to reflect continued weakness
in the firm's earnings and profitability, as well as expectations
of a slower recovery than previously anticipated. Underperformance
has also delayed the decline in Algeco's leverage and accumulation
of tangible capital, and has pressured its liquidity. Management
is taking steps to improve Algeco's operating prospects,
supporting Moody's stable rating outlook, though the timing and
impact of these efforts is somewhat uncertain.

Algeco's operating performance has suffered amid a slow recovery
in Europe, weakened sales prospects in Australia, and operational
difficulties in Brazil. Algeco's business is inherently cyclical
because leased modular space often fills temporary needs in end
markets such as energy and mining, construction, and home-
building. Improving conditions in North America, particularly in
oilfield development, have helped increase revenues in Algeco's
Target Logistics remote accommodations business, which it acquired
in 2013. However, results in North America haven't fully
compensated for a slowdown in sales and services to resource
extraction operations in Australia, the continued slow pace of
recovery in Algeco's UK and Southern European modular space
businesses, as well as operational setbacks in Brazil.

Algeco's leverage has not declined as Moody's expected, due to
weaker performance and higher debt. Debt levels increased with the
2013 acquisition of Target Logistics and the issuance of a $400
million payment-in-kind (PIK) note by Algeco's parent,
Algeco/Scotsman Holding S.a.r.l. Moody's ratio of adjusted Debt to
EBITDA measured 9.3x at year-end 2013, while adjusted Debt to
Equity measured 17.6x. Because of high goodwill balances, Algeco
has negative tangible equity. Funds from Operations is also lower
than prior expectations, though the company has reduced planned
capital expenditures to preserve free cash flow and liquidity.
Moody's is concerned that key measures of debt capacity and cash
flow will be slow to improve if management efforts to strengthen
operating performance don't yield anticipated results.

Moody's expects that Algeco's earnings and profitability will
continue to reflect mixed results in its regional operations in
2014, but that management actions to address operational
challenges will stabilize prospects in subsequent periods. The
firm has reduced operating costs and excess capacity in Europe, is
instituting rental rate increases, and is deploying more used
units into profitable leases and away from sales. Additionally,
the company is restructuring operations in Latin America to
reinvigorate revenues and profits. Restructuring costs and
internal systems investments will weigh on profitability and cash
flow near term, but are necessary for the company to operate more
efficiently in the future.

Algeco's ratings incorporate its leading global competitive
positions in the sale and leasing of modular space and portable
storage units. Algeco has achieved significant geographic
diversification and scale in recent years though business
acquisitions and combinations under the sponsorship of TDR Capital
(TDR), whose funds hold a controlling interest in Algeco. Algeco's
high leverage, weak operating performance, and debt maturity
concentrations are credit constraints. Moody's expects that TDR
will eventually seek to exit its investment in Algeco, which adds
an element of uncertainty to Algeco's longer term financial
stability and operating strategy.

Algeco could be upgraded if it significantly improves leverage and
cash flow and makes sustainable progress toward accumulating
tangible capital through improved profitability. If operating
losses continue, cash flow unexpectedly weakens and prospects for
leverage improvements decline, Moody's could further lower
Algeco's ratings.

Algeco Scotsman Global S.a.r.l. is a global services provider of
modular space and portable storage products with global
headquarters in Baltimore, Maryland.


AMERICAN BANCORPORATION: Sent to Ch. 11 by Alesco Entities
----------------------------------------------------------
Alesco Preferred Funding XV, Ltd., and two related entities filed
an involuntary Chapter 11 bankruptcy petition for St. Paul,
Minnesota-based American Bancorporation (Bankr. D. Minn. Case No.
14-31882).

The involuntary petition filed in St. Paul Minnesota indicates
that the three alleged creditors are owed in excess of $48
million:

     Creditor                                   Amount of Claim
     --------                                   ---------------
Alesco Preferred Funding XV, Ltd.                 $27,374,356

Alesco Preferred Funding XVI, Ltd.                $13,728,562

Alesco Preferred Funding II, Ltd.                  $7,000,000
                                                plus interest

Judge Katherine A. Constantine handles the case.  Judge Kathleen
H. Sanberg was originally assigned to the case but she
disqualified herself in the case, according to her May 1 order of
recusal.

The court has issued summons requiring the Debtor to file an
answer under Bankruptcy Rule 1011 to the petition within 21 days
after service of this summons and petition.

The alleged creditors are represented by:

         Jeffrey Klobucar, Esq.
         BASSFORD REMELE, PA
         33 S. 6th Street, Suite 3800
         Minneapolis, MN 55402
         Tel: (612) 333-3000


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

     Debtor                                     Case No.
     ------                                     --------
     Aritel, Inc.                               14-03727
     P.O. Box 3670
     Hato Arriba Station
     San Sebastian, PR 00685

     Cheneliz Convention Center, Inc.           14-_____

     F.C. Development, Inc.                     14-_____

Chapter 11 Petition Date: May 6, 2014

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

Debtor's Counsel: Antonio Fiol Matta, Esq.
                  ANTONIO FIOL MATTA LAW OFFICES
                  1561 AVE AMERICO MIRANDA
                  URB Caparra Terrace
                  San Juan, PR 00921
                  Tel: 787-792-4368
                  Fax: 787-792-4763
                  Email: afiollaw@gmail.com

Aritel's Total Assets: $805,730

Aritel's Total Liabilities: $8.47 million

The petition was signed by Franco Caban Valentin, president.

A list of Aritel's 20 largest unsecured creditors is available for
free at http://bankrupt.com/misc/prb14-03727.pdf


ASARCO LLC: 5th Cir. Affirms Baker Botts Fee Enhancements
---------------------------------------------------------
A three-judge panel of the United States Court of Appeals, Fifth
Circuit, affirmed the awards of fee enhancements to Baker Botts
and Jordan, Hyden, Womble, Culbreth & Holzer, P.C., which served
as debtor's counsel to ASARCO LLC during its Chapter 11 bankruptcy
and helped ASARCO confirm a reorganization plan that paid all of
its creditors in full.  The Fifth Circuit, however, reversed the
awards of fees for litigating the firms' fee applications.

At issue were two fee-related issues: whether the bankruptcy court
abused its discretion in authorizing a 20% premium to Baker Botts
and 10% premium to Jordan Hyden for their unusually successful
fraudulent transfer litigation; and whether the bankruptcy court
was authorized, consistent with 11 U.S.C. Sec. 330, to award
attorneys' fees to the firms for defending their fee applications
in court.

Baker Botts and Jordan Hyden successfully prosecuted complex
fraudulent transfer claims to recover ASARCO's controlling
interest in Southern Copper Corporation.  The judgment against
ASARCO's Parent, valued at between $7 and $10 billion, was the
largest fraudulent transfer judgment in Chapter 11 history.  After
52 months in bankruptcy, ASARCO emerged pursuant to a plan of
reorganization in late 2009 (funded by its Parent as a result of
the SCC Litigation) with little debt, $1.4 billion in cash, and
the successful resolution of its environmental, asbestos and toxic
tort claims.

In their final fee applications, Baker Botts and Jordan Hyden
sought lodestar fees, expenses, a 20% fee enhancement for the
entire case, and fees and expenses for preparing and litigating
their final fee applications.  ASARCO, now once again controlled
by its Parent, challenged the fees on a large scale (a challenge
that included a discovery request covering every document Baker
Botts produced during the 52-month bankruptcy, resulting in the
production of 2,350 boxes of hard copy documents and 189 GB of
electronic data).   None of the objections to Bakers Botts's core
fees were joined by the United States Trustee.

After a six-day fee trial, the bankruptcy court rejected all of
ASARCO's objections to the core fee request and awarded more than
$113 million to Baker Botts and $7 million to Jordan Hyden for
core fees and expenses. Approving percentage fee enhancements only
for the work they performed on the SCC Litigation (rather than, as
requested, on the entire case), the court awarded Baker Botts an
additional $4.1 million and Jordan Hyden over $125,000. The
court's calculation was based on "rare and exceptional"
performance and results in the adversary proceeding and a finding
that the standard rates charged by Baker Botts were approximately
20% below the appropriate market rate. Finally, the court
authorized fees and expenses for the firms' litigation in defense
of their attorneys' fee claims, resulting in another $5 million
(plus expenses) to Baker Botts and over $15,000 to Jordan Hyden.

On appeal to the district court, ASARCO abandoned its objections
to the Baker Botts core fee award. The same judge who had presided
over the SCC Litigation heard the appeal. The district court
affirmed the fee enhancements, stating that "there is an abundance
of evidence which supports [the bankruptcy] court's enhancement
award . . . . A seven billion dollar judgment, which is
recoverable, which saves a company, and funds a 100% recovery for
all concerned is a once in a lifetime result."  The district court
agreed that Baker Botts's and Jordan Hyden's fees to defend their
core fees were compensable, and it did not disturb the bankruptcy
court's authorization to seek an award of appellate fees for the
same purpose. Because the court also held that attorneys' fees
were improperly awarded for Baker Botts's pursuit of its fee
enhancement, it remanded to the bankruptcy court to determine
whether any of the firm's $5 million defense-fee award related to
the enhancement.

On remand, the bankruptcy court concluded that all of the defense-
fee award compensated Baker Botts for defending core fees incurred
in connection with the case.  On appeal, the district court
affirmed the final award. The district court also held that the
firms' appellate fees was permissible but premature. ASARCO
appealed.

A copy of the Court's April 30, 2014 decision is available at
http://is.gd/L1OnFkfrom Leagle.com.  Circuit Judge Edith H. Jones
penned the decision.  Other members of the panel are Chief Judge
Stewart and Judge Higginbotham.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATHLACTION HOLDINGS: S&P Retains 'B' CCR Over Passkey Deal
----------------------------------------------------------
Standard & Poor's Ratings Services said that San Diego-based
Athlaction Holdings LLC's acquisition of Waltham, Mass.-based
Passkey International Inc. for $59 million has no immediate impact
on S&P's ratings or outlook on Athlaction.

Athlaction intends to fund the acquisition with a $63 million add-
on to its existing first-lien term loan facility.  Passkey
International is a provider of software-as-a-service designed to
support travel planners and hotels in booking and tracking group
reservations.

Despite the increased debt burden, Standard & Poor's still
estimates that pro-forma adjusted leverage will decline below 9x
by the end of fiscal 2014, which could lead S&P to revise the
outlook to stable.  S&P do believe, however, that this increase in
debt reduces Athlaction's financial flexibility, and S&P could
lower the rating if management is unable to achieve its expected
level of revenue growth or cost reductions by the end of the
fiscal year.

The ratings on Athlaction Holdings reflect the company's "weak"
business risk profile (as defined by our criteria), incorporating
the company's narrow product focus and fragmented market, partly
favorably offset by high customer retention rates, and a "highly
leveraged" financial risk profile.  S&P views Athlaction's
industry risk as "intermediate" and the country risk as "very
low."

RATINGS LIST

Ratings Unchanged

Athlaction Holdings LLC
Corporate Credit Rating                         B/Negative/--

Active Network Inc. (The)
Lanyon Inc.
Senior Secured
  US$45 mil revolver bank loan due 2018          B+
   Recovery Rating                               2
  US$405.5 mil 1st lien term bank ln due 2020    B+
   Recovery Rating                               2
  US$192.5 mil 2nd lien term bank ln due 2021    CCC+
   Recovery Rating                               6


AUXILIUM PHARMACEUTICALS: Incurs $55.9 Million Net Loss in Q1
-------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $55.97 million on $88.51 million of net revenues for
the three months ended March 31, 2014, as compared with a net loss
of $8.16 million on $66.17 million of net revenues for the same
period in 2013.

As of March 31, 2014, the Company had $1.19 billion in total
assets, $985.73 million in total liabilities and $210.14 million i
total stockholders' equity.

"While we were clearly disappointed with the performance of Testim
in the first quarter, our launches of STENDRATM for erectile
dysfunction and XIAFLEX(R) for Peyronie's disease are advancing
quite well and we continue to see potential for our growth
products across our broadened and more diversified portfolio,"
said Adrian Adams, chief executive officer and president of
Auxilium.  "We believe these growth products continue to present
the opportunity for Auxilium to build value for our shareholders
in 2014 and beyond."

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

                        http://is.gd/FgcyZN

                          About Auxilium

Auxilium Pharmaceuticals, Inc., is a fully integrated specialty
biopharmaceutical company with a focus on developing and
commercializing innovative products for specialist audiences.
With a broad range of first- and second-line products across
multiple indications, Auxilium is an emerging leader in the men's
healthcare area and has strategically expanded its product
portfolio and pipeline in orthopedics, dermatology and other
therapeutic areas.  Auxilium now has a broad portfolio of 12
approved products.  Among other products in the U.S., Auxilium
markets edex(R) (alprostadil for injection), an injectable
treatment for erectile dysfunction, Osbon ErecAid(R), the leading
device for aiding erectile dysfunction, STENDRATM (avanafil), an
oral erectile dysfunction therapy, Testim(R) (testosterone gel)
for the topical treatment of hypogonadism, TESTOPEL(R)
(testosterone pellets) a long-acting implantable testosterone
replacement therapy, XIAFLEX(R) (collagenase clostridium
histolyticum or CCH) for the treatment of Peyronie's disease and
XIAFLEX for the treatment of Dupuytren's contracture.  The Company
also has programs in Phase 2 clinical development for the
treatment of Frozen Shoulder syndrome and cellulite.  To learn
more, please visit www.Auxilium.com.

                            *   *    *

As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2.  "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.

In the May 6, 2014, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Auxilium
Pharmaceuticals Inc. to 'CCC' from 'B-'.  "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.


BCGC CAPITAL: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: BCGC Capital Group, LLC
                7419 E. Indian Plaza Dr., Suite B
                Scottsdale, AZ 8525

Case Number: 14-06650

Involuntary Chapter 11 Petition Date: May 5, 2014

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

Judge: Hon. George B. Nielsen Jr.

Petitioner's Counsel: Joel E. Sannes, Esq.
                      SLATON & SANNES
                      6720 N. Scottsdale Rd., Suite 285
                      Scottsdale, AZ 85253
                      Tel: 602-523-3000
                      Fax: 602-523-3001
                      Email: sannes@sslawaz.com

Alleged Debtor's petitioners:

  Petitioner                Nature of Claim  Claim Amount
  ----------                ---------------  ------------
Smash Boxx, LLC             Promissory Note    $75,799
7904 E. Chaparral Rd.
Scottsdale, AZ 85251

Chad Landau                 Reimbursement        $1,590

Lukus Olbert                Fees/Wages           $7,384


BERJAC OF OREGON: Court Rules on Production of Holcomb Docs
-----------------------------------------------------------
In the Chapter 7 case of Michael Holcomb (Bankr. D. Ore. Case No.
13-36272), Bankruptcy Judge Elizabeth L. Perris ruled on the
production of documents contained in four folders of email
communications submitted by Sussman Shank, Mr. Holcomb's counsel,
for in camera review.  Mr. Holcomb was the owner of Berjac of
Oregon, which sought bankruptcy protection in 2012.

A copy of the Court's April 29, 2014 decision is available at
http://is.gd/o9Bpqzfrom Leagle.com.

Mr. Holcomb is represented by:

     Susan S. Ford, Esq.
     SUSSMAN SHANK LLP
     1000 SW Broadway, Ste. 1400
     Portland, OR 97205

                      About Berjac of Oregon

Berjac of Oregon filed a bare-bones Chapter 11 petition (Bankr. D.
Ore. Case No. 12-63884) in Eugene on Aug. 31, 2012.  Its
affiliate, Berjac of Portland, Oregon, also sought Chapter 11
bankruptcy protection.

Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963.
Michael S. Holcomb, owns the Berjac partnerships with his brother
Gary.

According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the
Holcombs' firms.  The Oregonian said state officials moved quickly
to issue a press release before the Labor Day weekend to warn
other investors of the firm's alleged illegal scheme and apparent
financial woes.

In cease-and-desist orders issued late August 2012, the Oregon
Division of Finance and Corporate Securities accused Berjac and
the Holcomb brothers of violating Oregon securities laws.  The
orders allege the Holcombs sold unsecured notes to investors
without registering them, getting a license or offering investors
a detailed prospectus.

Judge Frank R. Alley, III, presides over the case.  The Law
Offices of Keith Y. Boyd, Esq., serves as the Debtors' counsel.
Berjac of Oregon disclosed $5,412,444 in assets and $44,761,597 in
liabilities as of the Chapter 11 filing.

Thomas A. Huntsberger is appointed as the Chapter 11 trustee.
Thomas A. Geber and the law firm of Bullivant Houser Bailey,
P.C.O, serves as the trustee's general counsel.

The seven-member Official Committee of Unsecured Creditors is
represented by David B. Mills.


BERRY PLASTICS: To Offer $500 Million of Senior Notes Due 2022
--------------------------------------------------------------
Berry Plastics Corporation filed with the U.S. Securities and
Exchange Commission a free writing prospectus relating to the
offering of $500,000,000 5.500 percent second priority senior
secured notes due 2022.  The final maturity date of the Notes will
be on May 15, 2022.

The Notes will be redeemable in whole or in part, on or after
May 15, 2017.

Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and
Wells Fargo Securities, LLC, serve as underwriters of the
offering.
Interest on the Notes will be due semiannually on May 15 and
November 15, commencing Nov. 15, 2014.

A copy of the FWP is available for free at:

                          http://is.gd/NDmYYf

                         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 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.

                           *     *     *

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.


BONDS.COM GROUP: Michel Daher Stake at 75.9% as of Jan. 27
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Michel Daher and his affiliates disclosed
that as of Jan. 27, 2014, they beneficially owned 767,716 shares
of common stock of Bonds.com Group, Inc., representing 75.9
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/QhlgIc

                        About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BOREAL WATER: Inks $55,000 Note Agreement with JSJ Investments
--------------------------------------------------------------
Boreal Water Collection, Inc., on May 1, 2014, entered into an
unsecured convertible promissory note agreement with JSJ
Investments, Inc.  The principal amount of the Note is $55,000.
The maturity date is Nov. 1, 2014.  There are no periodic or
installment payments.  There is a 150 percent cash redemption
premium on the principal amount only, upon approval by JSJ.  The
interest rate and default interest rate is 15 percent per annum.

The Note is convertible into Company common stock.  The conversion
amount is the Note principal plus default interest, if any, the
latter included in the discretion of the holder.  The conversion
price is a 50 percent discount of the 3 lowest trades on the
previous 20 days before the conversion notice date or the 3 lowest
trades on the previous 20 days before the date of execution of the
Note.  The holder may, if in accordance with Rule 144, convert the
Note in full or in parts at any time up until the maturity date.
There is a 25 percent penalty (increase in number of shares
converted) if the stock certificate so requested is not received
by the holder within 3 business days of receipt of the conversion
notice by the Company.  The 25 percent penalty is per day
commencing on the 4th day after receipt of the conversion notice.
The Company is required to reserve at least 200 percent of the
number of shares that could be converted under the Note (as
measured by the loan principal only).  Governing law and
enforcement is in accordance with Texas law.

                         About Boreal Water

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $3.58 million in total assets, $2.66
million in total liabilities and $918,250 in total stockholders'
equity.

Patrick Rodgers, CPA, in his report on the consolidated financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about Boreal Water Collection, Inc.'s ability to continue as
a going concern, citing that the Company has a minimum cash
balance available for payment of ongoing operating expenses, has
experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.


CLEAREDGE POWER: All Three Debtors Now Have Same Judge
------------------------------------------------------
At the behest of ClearEdge Power, Inc., Judge Charles Novack of
the U.S. Bankruptcy Court for the Northern District of California
has entered an order transferring the bankruptcy cases of
ClearEdge Power, LLC (Case No. 14-51956) and ClearEdge Power
International Service, LLC (Case No. 14-51960) before Judge
Novack.

Initial court documents indicated 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 & Whitney LLP, said that the
transfer of the related cases of CEP LLC and CEPIS will promote
efficient administration of the estates and avoid inconsistent or
conflicting rulings. CEPIS is a wholly-owned subsidiary CEP LLC,
and CEP LLC is a wholly-owned subsidiary of CEP Inc.  Therefore,
the Debtors each are affiliates of one another.

The Debtors promptly obtained an order from Judge Novack directing
joint administration of their Chapter 11 cases.  All parties in
interest and the Clerk of the Court are directed to file and
docket all pleadings and notices in the Debtors' cases in the case
of CEP Inc., Case No. 14-51955.

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) 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.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

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.


CLEAREDGE POWER: Class Suit Filed for WARN Act Violations
---------------------------------------------------------
Peter Wojciechowski, on his own behalf and on behalf of other
similarly situated former employees of ClearEdge Power Inc. and
its affiliates, has commenced an adversary proceeding in
bankruptcy court to seek damages in the amount of 60 days' pay and
ERISA benefits by reason of the Debtors' violation of the former
employees' rights under the WARN Act.

Mr. Wojciechowski was an employee of the Debtors and was
terminated as part of, or as a result of, a mass layoff ordered by
Defendants on or about April 25, 2014.  As such, the Debtors
allegedly violated the WARN Act by failing to give its employees
at least 60 days' advance notice of termination, as required by
the WARN Act.

The plaintiff is represented by:

         Gail L. Chung, Esq.
         OUTTEN & GOLDEN LLP
         One Embarcadero Center, 38th Floor
         San Francisco, CA 94111
         Telephone: (415) 638-8800
         Fax: (646) 509-2070
         E-mail: gl@outtengolden.com

              - and -

         Jack A. Raisner
         Rene S. Roupinian
         OUTTEN & GOLDEN LLP
         3 Park Avenue, 29th Floor
         New York, NY 10016
         Telephone: (212) 245-1000
         E-mail: jar@outtengolden.com
                 rsr@outtengolden.com


BROADWAY FINANCIAL: Amends 2013 Annual Report to Add Part III
-------------------------------------------------------------
Broadway Financial Corporation amended its annual report on Form
10-K for the year ended Dec. 31, 2013.  The amendment was filed to
provide the information required by Part III of Form 10-K because
the Company's proxy statement for the 2014 Annual Meeting of
Stockholders will not be filed within 120 days after the end of
the Company's 2013 fiscal year.  A copy of the Form 10-K/A is
available for free at http://is.gd/YgtGF0

                       About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial reported a loss allocable to common
stockholders of $1.08 million in 2013, a loss allocable to common
stockholders of $693,000 in 2012 and a net loss available to
common shareholders of $15.36 million in 2011.  As of Dec. 31,
2013, the Company had $332.48 million in total assets, $306.89
million in total liabilities and $25.59 million in total
stockholders' equity.


COLDWATER CREEK: Liquidation Sales to Start Today
-------------------------------------------------
The Charleston Gazette reported that liquidation sales at women's
clothing chain Coldwater Creek are slated to begin today, May 8,
after a Delaware bankruptcy court approved the terms of the going-
out-of-business sales.

"We regret the lost of Coldwater Creek, but again, that's the
evolution of leasing in a shopping center," said Lisa McCracken,
marketing director for the Town Center Mall in Charleston,
according to the report.  "The plus side for us is, we are also
excited to lease to a new retailer that would be well received by
the public."

According to the report, while she would not mention specifics,
Ms. McCracken said mall officials are talking to several fashion
retailers that would be new to the area if they moved into
Coldwater Creek's space.  Ms. McCracken did not know when the last
day Coldwater Creek will be open in the mall.

The retailer has more than 370 stores nationwide.

                      About Coldwater Creek

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

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

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

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

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

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


COLOR STAR: Can Hire Simon Ray as Insurance Counsel
---------------------------------------------------
Color Star Growers of Colorado, Inc. and its debtor-affiliates
sought and obtained authorization from the U.S. Bankruptcy Court
for the Eastern District of Texas to employ Simon, Ray & Winikka
LLP as special conflicts counsel, effective March 12, 2014.

Simon Ray will assist the Debtor with matters relating to an
insurance policy the Debtors have with Lexington Insurance
Company.

The Debtors require Simon Ray to:

   (a) advise the Debtors of their rights and obligations with
       respect to the Lexington insurance policy and related
       Lexington Matters;

   (b) negotiate on behalf of the Debtors;

   (c) prepare, on behalf of the Debtors, any necessary legal
       documents or pleadings required in these bankruptcy cases
       relating to Lexington Matters;

   (d) take such actions as are necessary to preserve and protect
       the Debtors' interests relating to the Lexington policy,
       including, to the extent necessary, prosecution of actions
       on the Debtors' behalf or defending any action commenced
       against the Debtors;

   (e) appear before the Court, and any appellate courts or other
       trial courts as necessary to represent the Debtors on
       Lexington Matters; and

   (f) perform any and all other legal services that may be
       necessary to protect the Debtors' interests with respect
       to the Lexington policy.

Simon Ray will be paid at these hourly rates:

       Daniel P. Winikka             $425
       Partners                    $425-$450
       Senior Associate              $275
       Legal Assistant               $125

Simon Ray will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Daniel P. Winikka, Esq., partner of Simon Ray, 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.

Simon Ray can be reached at:

       Daniel P. Winikka, Esq.
       SIMON, RAY & WINIKKA LLP
       2525 McKinnon, Suite 540
       Dallas, TX 75201
       Tel: (214) 871-2292
       Fax: (469) 759-1699
       E-mail: dwinikka@srwlawfirm.com

                       About Color Star

Color Star, a grower and wholesaler of flowers and nursery stock
with greenhouses and distribution centers in Colorado, Missouri
and Texas, filed for Chapter 11 bankruptcy protection in December
2013.

Color Star Growers of Colorado, Inc., and two affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13-
42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas.  The
petitions were signed by Brad Walker, chief restructuring officer.
The Debtors estimated assets of at least $10 million and
liabilities of at least $50 million.

Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne
Sewell LLP, serve as the Debtors' counsel.  SSG Advisors, LLC
provides investment banking services, and UpShot Services LLC
serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.


COLOR STAR: Court Sets Final Cash Collateral Hearing for May 13
---------------------------------------------------------------
The Official Committee of Unsecured Creditors failed to convince
the Bankruptcy Court to reconsider the First Interim Cash
Collateral Order in the bankruptcy cases of Color Star Growers of
Colorado, Inc., et al.

In an April 25 ruling, Judge Brenda T. Rhoades denied the
Committee's Reconsideration Motion as as premature for reasons
stated by the Court on the record.

The Court is set to hear the Cash Collateral Use Motion on a final
basis on May 13, at 10:00 a.m.

In its Reconsideration Motion, the Committee argued that the
unsecured creditors panel was not yet formed at the time the First
Interim Order was entered.  "The order is prejudicial to the
Committee's and estate's interests to the extent that it grants
relief to which the Prepetition Lenders are not entitled.  The
relief sought by the Prepetition Lenders is taken from property of
the estates that is otherwise available for the claims of general
unsecured creditors," the Committee said.

The Committee added that the Prepetition Lenders should not have
been granted a lien on commercial tort claims because they lacked
this category of collateral on the Petition Date.

                         About Color Star

Color Star, a grower and wholesaler of flowers and nursery stock
with greenhouses and distribution centers in Colorado, Missouri
and Texas, filed for Chapter 11 bankruptcy protection in December
2013.

Color Star Growers of Colorado, Inc., and two affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13-
42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas.  The
petitions were signed by Brad Walker, chief restructuring officer.
The Debtors estimated assets of at least $10 million and
liabilities of at least $50 million.

Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne
Sewell LLP, serve as the Debtors' counsel.  SSG Advisors, LLC
provides investment banking services, and UpShot Services LLC
serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.

                          *     *     *

The Debtors currently have the exclusive right to file a bankruptc
plan until May 14.


COLOR STAR: Hearing on Regions' Motion Continued to June 9
----------------------------------------------------------
The Eastern Texas Bankruptcy Court will be hearing Regions Bank's
Motion for Relief from the Automatc Stay as to Color Star Growers
of Colorado, Inc.'s remaining assets constituting prepetition
collateral and their proceeds on June 9, 2014, at 3:30 p.m.

The Motion was previously set for the Court's May 5 docket.
Regions Bank however asked for a continuance of the motion for
June, saying that it is still working to respond on discovery
requests propounded on them by the Debtors and the Official
Committee of Unsecured Creditors.

Regions Bank filed its Motion for Relief on March 6, 2014.  The
Debtors were borrowers from Regions and certain lenders prior to
the Petition Date.  As previously reported by The Troubled Company
Reporter, Regions wants to pursue all rights and remedies
available to the Lenders under the loan documents and applicable
law, including, among other things, remedies of foreclosure and
public or private sale.  The Remaining Collateral is believed to
have a face value of approximately $4.093 million at this time.

Regions Bank is the Administrative Agent acting for and on
behalf of lenders Regions and Comerica Bank.  It is represented
by:

          KANE RUSSELL COLEMAN & LOGAN PC
          John J. Kane, Esq.
          George H. Barber, Esq.
          3700 Thanksgiving Tower
          1601 Elm Street
          Dallas, Texas 75201

                         About Color Star

Color Star, a grower and wholesaler of flowers and nursery stock
with greenhouses and distribution centers in Colorado, Missouri
and Texas, filed for Chapter 11 bankruptcy protection in December
2013.

Color Star Growers of Colorado, Inc., and two affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13-
42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas.  The
petitions were signed by Brad Walker, chief restructuring officer.
The Debtors estimated assets of at least $10 million and
liabilities of at least $50 million.

Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne
Sewell LLP, serve as the Debtors' counsel.  SSG Advisors, LLC
provides investment banking services, and UpShot Services LLC
serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.

                          *     *     *

The Debtors currently have the exclusive right to file a bankruptc
plan until May 14.


CONTOURGLOBAL POWER: S&P Assigns 'BB-' Rating to $400MM Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
rating to ContourGlobal Power Holdings S.A.'s (CGPH) proposed $400
million senior secured bonds due in 2019.  Standard & Poor's also
assigned the bonds a preliminary recovery rating of '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default.  Assignment of a final rating
hinges on S&P's receipt and review of executed documentation.  The
final rating could differ if any terms change materially.  The
corporate credit rating on CGPH's parent, ContourGlobal L.P. (CG;
a developer of electric power generation and co-generation
assets), was affirmed at 'B+'.  S&P also assigned a preliminary
corporate credit rating of 'B+' on CGPH, a 100% owned subsidiary
of CG that benefits from a guarantee from both CG and its project-
owning subsidiaries.  Standard & Poor's preliminary rating on CG
is 'B+'.  S&P's preliminary rating on CGPH is also 'B+', based on
a parental guarantee from CG.  The outlook is stable.

"The 'BB-' rating on CGPH's proposed $400 million senior secured
bonds reflects the application of our project developer
methodology," said Standard & Poor's credit analyst Ben Macdonald.
"We view the financial profile to be 'aggressive' and have
assigned a quality of cash flow (QCF) score of 8, equating to a
weak business profile," Mr. Macdonald added.

ContourGlobal L.P. (CG) is a project developer and operator of
wholesale electric power generation businesses with assets in
Europe, North and South America, the Caribbean, and Africa.  The
company is headquartered in New York, Paris and Sao Paulo.

The company focuses on two business lines -- independent power
production (IPP) and inside-the-fence and quad-generation
solutions (CG Solutions).  The IPP group accounts for a large
majority of cash flows (currently more than 95%).  The company
currently has:

   -- 23 power projects in eight European countries totaling 2,296
      megawatts (MW) of generation capacity,

   -- 12 power projects in Latin America and the Caribbean
      totaling 1,157 MW of generation capacity, and

   -- Six power projects in four countries in Africa with total
      generation capacity of 203 MW.

The total capacity is 3.6 gigawatts (GW). However, some of the
projects are only partially owned by CG, so the net portfolio size
of its ownership portions is 2.7 GW.

Of these projects, five are currently under construction and
another is expected to begin a major capital works to replace the
existing power plant.  These projects have a combined capacity of
573 MW, of which CG owns 329 MW.


CORINTHIAN COLLEGES: Seeks Waiver of Debt Covenant Defaults
-----------------------------------------------------------
Corinthian Colleges, Inc. on May 6 disclosed that during Q3 14, it
recorded a $71.3 million non-cash charge related to continuing
operations and a $5.2 million charge related to discontinued
operations to establish a valuation allowance related to certain
of our deferred tax assets.  In assessing the need for the
allowance the Company considered evidence that the deferred tax
asset would be realized.  The Company is establishing the
allowance primarily because it expects to be in a three-year
cumulative loss position at June 30, 2014, including both
continuing and discontinued operations. (The expected three-year
cumulative loss is driven solely by the loss in discontinued
operations.) As a result of recording the non-cash allowance, the
Company expects its tax provision to be approximately $2.5 million
in the fourth quarter.

In addition, the recording of the allowance puts the Company in
noncompliance with certain of its bank debt covenants, and it is
currently seeking a waiver of the events of default and certain
amendments from the banks in its syndicated credit facility.
Although no assurance can be given that the Company will be able
to reach final agreement with its lenders, it currently expects to
receive the waiver and execute the amendments before it file its
Q3 14 Report on Form 10-Q later this month.

The disclosure was made in Corinthian Colleges' earnings release
for the third quarter ended March 31, 2014., a copy of which is
available for free at http://is.gd/ut9t09

Corinthian Colleges, Inc. is one of the largest providers of
post-secondary career education programs in North America, with
77,585 students enrolled at its 93 colleges in the U.S. and 14
colleges in Ontario, Canada.  The Santa Ana, California-based
Company also offers online learning courses.


CUBIC ENERGY: Scott Pinsonnault Named CFO and SVP
-------------------------------------------------
Cubic Energy, Inc., hired Scott M. Pinsonnault, age 43, as its new
chief financial officer and senior vice president.

From September 2012 through March 2014, Mr. Pinsonnault was a
Director with Deloitte Financial Advisory Services, now known as
Deloitte Business Transaction Analytics.  While at Deloitte, his
duties included serving as a financial and restructuring advisor,
expert witness, interim officer and manager, and turnaround
manager.  From October 2011 through August 2012, he served as vice
president of SFC Energy Partners, a $1 billion upstream oil and
gas private equity fund based in Denver, Colorado.  While at SFC
Energy Partners, he sourced and originated upstream oil and gas
investments.  From February 2011 through October 2011, he served
as Managing Director of Project Finance for Unicredit Bank AG, a
German and Italian bank with its US headquarters in New York, New
York.  While at Unicredit Bank, his duties included originating
and managing upstream oil and gas reserve-based loan and other
project finance transactions.  From January 2009 through February
2011, he was a Director with Bridge Associates, LLC, a
professional services firm.  While there, his duties included
serving as a financial and restructuring advisor, expert witness,
interim officer and manager, and turnaround manager.

Mr. Pinsonnault received a B.S. in Geology from St. Lawrence
University, an M.S. in Geology and Geophysics from Texas A&M
University, and an M.B.A in Finance and Management from Tulane
University.

Concurrently with his hire, the Company entered into an employment
agreement with Mr. Pinsonnault.  The agreement provides for a base
salary of $325,000, on an annual basis, and a term of employment
of three years.  The agreement also provides for commencement
payments in the aggregate amount of $187,500, as well as
eligibility for certain bonuses and incentive compensation.  The
agreement also provides for a monthly medical expense
reimbursement of $1,500.  The agreement is subject to early
termination by the Company in the event that Mr. Pinsonnault dies,
becomes disabled or commits an act constituting "Cause," as
defined in the agreement.  If Mr. Pinsonnault's employment is
terminated prior to the end of the term by the Company, other than
due to Mr. Pinsonnault's death, disability or Cause, then the
Company is required to pay all remaining base salary through the
end of the term.

                        About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, as compared with a net loss of $12.49 million
for the year ended June 30, 2012, and a net loss of $10.28 million
for the year ended June 30, 2011.

The Company's balance sheet at Dec. 31, 2013, showed $140.69
million in total assets, $137.02 million in total liabilities and
$3.66 million in total stockholders' equity.


COOPER-BOOTH: Files First Amendments to Plan Documents
------------------------------------------------------
Cooper-Booth Wholesale Company, L.P. and two affiliates filed
early April an amended plan of reorganization and disclosure
statement.

According to the First Amended Disclosure Statement, the Plan
provides for the reorganization of the Debtors and their continued
existence after the Effective Date as Reorganized Debtors.  The
Plan provides for the payment of 100% of the Allowed Claims in
each Class on the Effective Date, except for Intercompany Claims
that are extinguished on the Effective Date.

The funds to make the Distributions required under the Plan will
be comprised of cash on hand and the loan proceeds from the Exit
Financing Facility, which is a senior credit facility in an
aggregate amount of $35 million to be provided by the Exit
Financing Lender.  All obligations to the Exit Financing Lender
will be secured by first priority liens upon all of Debtors'
assets (other than leased real property), including accounts
receivable, inventory, equipment, chattel paper, documents,
instruments, deposit accounts, general intangibles, investment
property.  The Exit Financing Lender acknowledges that if Borrower
implements a tax stamp bonding program, it is anticipated that the
bonding company would have a perfected first priority security
interest on tax stamps, subject to an intercreditor agreement with
Exit Financing Lender.

The classification and treatment of claims against Cooper-Booth
Wholesale Company L.P. (CBW) are:

     A. the Class 1A Claim of PNC Bank will be paid in full on the
        Effective Date as provided by the provisions of Class 1A.
        The present balance due PNC Bank is $5,464,000.

     B. The Class 1B Claim of Zurich will be paid in full on the
        Effective Date as provided by the provisions of Class lB.
        The unpaid aggregate liability of the CBW Debtor to Zurich
        will equal the amount paid by Zurich on or before the
        Effective Date, with the prior consent of the CBW Debtor,
        to each Governmental Unit to satisfy claims for unpaid tax
        stamps that were covered by a surety bond issued by Zurich
        for the benefit of the CBW Debtor and a reserve of cash
        equal to the unpaid Governmental Unit Claims as of the
        Effective Date covered by a surety bond issued by Zurich
        for the benefit of the CBW Debtor and not paid by the CBW
        Debtor.  The present balance due Zurich is approximately
        $7,527,521.

     C. The Class lC Allowed Priority Non-Tax Claims will be paid
        in full on the Effective Date as provided by Class lC.  At
        present the Class lC Claims are estimated to be zero.

     E. The Class lD General Unsecured Claims will be paid 100% of
        their Allowed Claims plus post-petition interest from the
        Petition Date to the Confirmation Date at the Federal
        Rate. The Allowed Class lD Claims total $4,366,9202.

     F. The Class IE Limited Partner Interests and the Class 1F
        General Partner Interests will remain unchanged as of the
        Petition Date.

     G. Class 1 G Intercompany Claims will be extinguished on the
        Effective Date.

The classification and treatment of claims against Cooper-Booth
Transportation Company L.P. (CBT) are:

     A. The Class 2A Allowed Priority Non-Tax Claims will be paid
        in full on the Effective Date as provided by Class 2A.  At
        present the Class 2A Claims are estimated to be zero.

     B. The Class 2B General Unsecured Claims will be paid 100% of
        their Allowed Claims plus post-petition interest from the
        Petition Date to the Confirmation Date at the Federal
        Rate.  The Class 2B Claims are estimated to be $133,096.

     C. The Class 2C Limited Partner Interests and the Class 2D
        General Partner Interests will remain unchanged as of the
        Petition Date.

     D. Class 2E Intercompany Claims will be extinguished on the
        Effective Date.

The classification and treatment of claims against Cooper-Booth
Management Company Inc. (CBM) are:

     A. The Class 3A Claim of Zurich will be paid in full on the
        Effective Date as provided by the provisions of Class 3A.
        The unpaid aggregate liability of the CBW Debtor to Zurich
        equals the amount of the Zurich Allowed Class lB Claim;
        provided however Zurich will be entitled to a single
        recovery on account of these two claims.

     B. The Class 3B Allowed Priority NonTax Claims will be paid
in
        full on the Effective Date as provided by Class 3B.  At
        present the Class 3B Claims are estimated to be zero.

     C. As of the Petition Date, there were no Allowed Class 3C
        Unsecured Claims.  However, the CBM Debtor is the general
        partner of both the CBW Debtor and the CBT Debtor and
        therefore, has a contingent liability in connection with
        (a) the CBW Debtor's obligation to make the distributions
        required under Classes lA, lB, lC, and lD of its Plan and
        to pay its Allowed Administrative Claims,
        Allowed 503(b )(9) Claims and Allowed Priority Tax Claims;
        and (b) the CBT Debtor's obligation to make the
        distributions required under Classes 2A and 2B of its Plan
        and to pay its Allowed Administrative Claims and Allowed
        Priority Tax Claims.  The CBM Debtor's contingent
        liabilities in connection with the obligations of the CBW
        Debtor and CBT Debtor will be satisfied as the CBW Debtor
        and CBT Debtor make their respective Distributions under
        the Plan.

     D. The Class 3D Interest Holders will remain unchanged as of
        the Petition Date.

     E. Class 3E Intercompany Claims will be extinguished on the
        Effective Date.

Allowed Administrative Claims, Allowed 503(b)(9) Claims and
Allowed Priority Tax Claims are unclassified under the Plan and
will be paid 100% in accordance with the provisions of Article IV
of the Plan.  The Debtors believe that the treatment provided by
the Plan provides a substantially greater return to holders of
Allowed Claims than a liquidation.  The Creditors' Committee has
also reviewed the Plan and supports confirmation of the Plan.

A copy of the First Amended Joint Plan of Reorganization is
available for free at:

    http://bankrupt.com/misc/CooperBooth_597_amendedplan.pdf

                  About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Cooper-Booth Wholesale Company, L.P., and its affiliates filed
a joint disclosure statement in respect of its plan of
reorganization dated Feb. 28, 2014.  The Plan provides for the
reorganization of the Debtors and their continued existence after
the Effective Date as Reorganized Debtors.  The Plan provides for
the payment of 100% of the Allowed Claims in each Class.  The
funds to make the Distributions required under the Plan will be
comprised of cash on hand and the loan proceeds from an exit
financing facility, which is a senior credit facility in an
aggregate amount of $35 million to be provided by an Exit
Financing Lender.


DANLAR INC: Files for Ch. 7; Creditors' Meeting Set June 10
-----------------------------------------------------------
DanLar Inc, filed a Chapter 7 bankruptcy petition (Bankr. M.D.
Fla. Case No. 14-04978) on April 30, 2014 in Central Florida.  The
Debtor disclosed $0 in assets and $141,570 in liabilities.

The meeting of creditors is set for June 10, according to The
Orlando Sentinel.

Major creditors are:

   -- Metropolitan Capital and Financial, Lawton, Okla., $86,802;
   -- Compass Bank, Decatur, Ala., $16,533; and
   -- Poplar Bank, Oak Park, Ill.


DEX MEDIA: Posts Net Loss of $82 Million in First Quarter 2014
--------------------------------------------------------------
Dex Media, Inc. on May 6 announced financial results for the first
quarter 2014.

Improvement in the multi-product advertising sales2 trend due
primarily to digital growth

Stable margin results

Strong cash flow allowed the pay down of $74M of bank debt in the
quarter

"Our first quarter results underscore our commitment to drive
top-line sales and provide value for our investors," said
Peter McDonald, president and CEO of Dex Media.  "With continued
focus on cost control, digital product innovation and a great
client experience, we believe we can build on this momentum into
the future."

2014 First Quarter Results

$ in millions
GAAP Reporting 1Q'14
Operating Revenue $456
Operating Income $7
Net (Loss)       $(82)

Non-GAAP Reporting 1Q'14
Pro forma Operating Revenue1 $ 486
Adjusted Pro forma EBITDA1 $ 194
Adjusted Pro forma EBITDA margin1 39.9%

Advertising Sales2
Print (19.7%)
Digital   8.5%
Total   (12.9%)

1 These represent non-GAAP measures.  Pro forma Operating Revenue
includes Dex One and SuperMedia operating revenue as if the merger
had occurred prior to 2012 and excludes the impact of acquisition
accounting, as required by U.S. GAAP.  Adjusted Pro forma EBITDA
represents earnings before interest; taxes; depreciation and
amortization; and other nonrecurring items, including adjustments
to reorganization items, merger transaction costs, merger
integration costs, severance costs, and post-employment benefits
plan amendments.  Adjusted Pro forma EBITDA includes Dex One and
SuperMedia EBITDA as if the merger had occurred prior to 2012; and
excludes the impact of acquisition accounting, as required by U.S.
GAAP.  Adjusted Pro forma EBITDA margin is calculated by dividing
Adjusted Pro forma EBITDA by Pro forma Operating Revenue.

2 Advertising sales is an operating measure which represents the
annual contract value of print directories published and digital
contracts sold.  It is important to distinguish advertising sales
from revenue, which under U.S. GAAP are recognized under the
deferral and amortization method.  Advertising sales are a leading
indicator of revenue recognition and are presented on a combined
basis, including both former Dex One and former SuperMedia, for
the three months ended March 31, 2014 and 2013.

Cash provided by operations for the three months ended March 31,
2014 was $100 million less $3 million in capital expenditures
which resulted in free cash flow, a non-GAAP measure of $97
million.  The Company had a cash balance of $179 million as of
March 31, 2014.

Acquisition Accounting Statement

On April 30, 2013, the merger of Dex One and SuperMedia was
consummated, with 100% of the equity of SuperMedia being exchanged
for equity in Dex Media.  The Company accounted for the business
combination using the acquisition method of accounting, with Dex
One identified as the acquiring entity for accounting purposes.
As a result of the acquisition of SuperMedia, our GAAP results for
the three months ended March 31, 2013 exclude the operating
results of SuperMedia.  Prior to the merger with Dex One,
SuperMedia had deferred revenue and deferred directory costs on
its consolidated balance sheet.  These amounts represented future
revenue and cost that would have been amortized by SuperMedia from
May 2013 through April 2014 that will not be recognized by Dex
Media.  As a result of acquisition accounting, the fair value of
deferred revenue and deferred directory costs was determined to
have no future value, thus were not recognized in the operating
results of Dex Media.  The exclusion of these items from our
operating results did not have any impact on the cash flows of
Dex Media.

                       About Dex Media Inc.

Dex Media, Inc., a wholly-owned subsidiary of R.H. Donnelley
Corporation, is the exclusive publisher of the "official" yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and
South Dakota (collectively, the "Dex East States") and Arizona,
Idaho, Montana, Oregon, Utah, Washington and Wyoming
(collectively, the "Dex West States").  The Company is the
indirect parent of Dex Media East LLC and Dex Media West LLC.  Dex
Media East operates the directory business in the Dex East States
and Dex Media West operates the directory business in the Dex West
States.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


DISTRIBUTION INTERNATIONAL: S&P Assigns 'B-' CCR; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Houston-based Distribution
International Inc. (DI).  The rating outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' issue-level
rating (same as the corporate credit rating) to the company's $200
million senior secured term loan due 2019.  The recovery rating is
'4', indicating S&P's expectation of average (30% to 50%) recovery
for lenders in the event of a payment default.  The company also
has an $80 million asset-based lending (ABL) facility due 2018,
which S&P do not rate.

DI used the proceeds to refinance $153 million of existing debt,
finance an acquisition, fund a special dividend to equity holders
of approximately $40 million, and pay estimated fees and expenses
in connection with the financing.

"The stable rating outlook reflects our expectation of improved
operating performance driven by improving nonresidential
construction spending.  As a result, we expect leverage to improve
from its current 6x level to below 5x, a level we consider good
for our "highly leveraged" financial risk assessment," said
Standard & Poor's credit analyst Maurice Austin.  "Still, our view
of financial risk incorporates the potential for leveraging
transactions in the future given that the company is owned by
financial sponsors.  We do expect Distribution International will
maintain adequate liquidity based on committed revolving borrowing
capacity and minimal capital spending."

S&P could lower the rating if Distribution International
experiences weaker-than-expected end-market demand resulting in
weaker-than-expected financial performance such that S&P's
liquidity assessment weakens to "less than adequate."  This could
occur if availability on the ABL declines to below $12 million,
triggering the fixed-charge covenant requirement or the financial
covenants decline to less than a 10% cushion.

S&P could raise the rating if industry fundamentals continue to
improve, resulting in better operating performance such that
leverage declines below 5x and FFO to debt increases above 12% and
is sustained at these levels.  S&P would also need to gain
confidence that the company's owners were committed to financial
policies supportive of this financial profile, as consistent with
S&P's criteria for companies owned by financial sponsors.  S&P
could also raise its rating in the longer term if acquisitions
causes a material change in the business such that the company is
significantly larger with more geographic diversity.


DORAL FINANCIAL: S&P Lowers ICR to 'CC', Placed on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Doral Financial Corp. to 'CC' from 'CCC-' and
placed the rating on CreditWatch with negative implications.

"Our downgrade of Doral reflects the institution's weakened
capital position to the point that it has breached minimum
regulatory capital requirements under its current consent order
with the FDIC," said Standard & Poor's credit analyst Sunsierre
Newsome.

The FDIC advised Doral Bank that it may no longer include in its
calculation of its Tier 1 capital some or all of the tax
receivables from the government of Puerto Rico.  These receivables
accounted for nearly 43% of the bank's $679 million of Tier 1
capital as of Dec. 31, 2013.  "Because the institution's capital
fell below its minimum regulatory capital requirements, the rating
is now 'CC', consistent with our criteria," said Ms. Newsome.

S&P revised Doral's capital and earnings score to "very weak" from
"weak" (as S&P's criteria describe the terms).  Even if Doral
develops a capital plan that receives regulatory approval, the
bank may not be able to raise capital given its much weakened
stock price and financial condition.

Doral Bank entered into a consent order with the FDIC on Aug. 8,
2012.  Under the consent order, if the bank's Tier 1 capital ratio
falls below the minimum requirements, the bank is required to
either increase capital in an amount sufficient to comply with the
capital ratios in an approved capital plan or submit to the FDIC a
contingency plan for the sale, merger, or liquidation of Doral
Bank in the event the primary sources of capital are not available
within 120 days.  In addition, the FDIC indicated that it will not
consider granting Doral Bank waivers to accept brokered deposits.
S&P believes that Doral's inability to accept and roll over
brokered deposits hurts its liquidity position at a time when
options may be limited, and as a result S&P has changed its
assessment of the bank's liquidity to "weak" from "adequate."

Furthermore, without regulatory consent, Doral may have difficulty
implementing a strategy that includes selling assets, which may
further hurt its financial condition.  Doral's currently
vulnerable financial position and depressed stock price could mean
that the bank faces significant challenges in trying to raise
capital.

"Our ratings reflect our view that the bank's difficulties could
result in additional regulatory intervention, and we expect
default to be a virtual certainty," said Ms. Newsome.

"We are placing the ratings on CreditWatch with negative
implications.  During the CreditWatch period, we will monitor
whether the company is able to obtain regulatory approval for its
revised capital plan and execute on the plan to improve its
capital ratios.  We believe it might be difficult to successfully
execute on a plan to raise capital given the company's residential
mortgage-heavy asset base and depressed stock price.  Conversely,
if the bank does obtain approval from regulators for its revised
capital plan and is able to raise its capital above the regulatory
minimum by more than 100 basis points, we could remove the rating
from CreditWatch.  The company has 120 days to submit a revised
capital plan, which is somewhat longer than our usual 90-day
CreditWatch time horizon.  Nonetheless, if the company has not
submitted and obtained regulatory approval for its revised capital
plan within our 90-day period, we could extend our CreditWatch
assessment," S&P said.


DOTS LLC: GRL Capital May Provide Back Office Services
------------------------------------------------------
Dots, LLC, et al. sought and obtained approval the U.S. Bankruptcy
Court for permission to employ GRL Capital Advisors to provide
certain administrative, back office, and analysis services to the
Debtors.

The firm will provide these services:

   (i) Review the Debtors' books and financial records.

  (ii) Analyze financial materials necessary to assist the Debtors
       in pursuing causes of action arising under Chapter 5 of the
       Bankruptcy Code, including but not limited to, preparing
       demand letters and complaints, analyzing defenses and
       responding to information requests.

(iii) Assist with such other matters as may be requested by the
       Debtors with respect to the prompt and efficient
       prosecution of Chapter 5 causes of action, including but
       not limited to, identifying, assembling and organizing the
       Debtors' files as may be necessary and appropriate.

The firm's rates are:

  Name                    Title                       Rates
  ----                    -----                       -----
Glenn Langberg      Managing Director               $595 per hour
Joseph Catalano     Assistant Managing Director     $525 per hour
Paul Dawson         Senior Manager                  $475 per hour
Larry Berrill       Senior Manager                  $475 per hour
Bill Drozdowski     Senior Manager                  $475 per hour
Phyllis Meola       Associate                       $150 per hour

Because GRL is not being employed as a professional under section
327 of the Bankruptcy Code, it will not submit quarterly fee
applications pursuant to sections 330 and 331 of the Bankruptcy
Code. Nevertheless, GRL will file with the Court and provide
notice to the United States Trustee for the District, the
Committee and lenders, reports of compensation earned and expenses
incurred on a quarterly basis.  The Notice Parties shall have the
right to object to fees paid and expenses reimbursed to GRL within
20 days after GRL files such reports.  Such compensation and
expenses shall be subject to Court review in the event that an
objection is filed.

                       U.S. Trustee Objects

The United States Trustee, by and through counsel, objected to the
Debtor's request to engage GRL Capital Advisors, insisting that
GRL is a professional under 11 U.S.C. Sec. 327 regardless of which
definition of professional is applied.  It said GRL's retention
should be governed by Sec. 327.

The U.S. Trustee noted that GRL seeks to be retained to provide
the Debtors "with necessary administrative and back office
functions to enable to [sic] the Debtors to continue the
liquidation of their assets, particularly analyzing and collecting
information necessary for the Debtors to initiate and prosecute
Chapter 5 causes of action."  The "back office functions" GRL will
take charge of will include regular management of estate assets.
In addition, GRL claims its work will be integral to the
collection of monies from Chapter 5 causes of action.  The U.S.
Trustee said both the handling of estate assets on a daily basis
and material support in the litigation of Chapter 5 causes are
central to the administration of the Debtors' bankruptcy cases.
This is particularly true now that the Debtors are in liquidation.

The U.S. Trustee also said the current employment agreement
between the Debtor and GRL leaves GRL with significant discretion
as to how to complete their work of administering the Debtor's
estate.

The U.S. Trustee also said it is aware that GRL provided post-
petition services in these cases to the DIP Lender and therefore
would not be disinterested under Section 327.  However, the
failure to satisfy the requirements of section 327 does not
provide a basis to allow GRL to avoid those requirements entirely
by instead seeking to be retained under section 363 of the
Bankruptcy Code.

The Debtors have already retained numerous professionals in these
cases.  Among the retained professionals is PricewaterhouseCoopers
LLP as the Debtors' financial advisor and investment banker.  The
U.S. Trustee questions why another set of professionals is
required to provide services already provided for by the retention
of PwC, a professional retained under section 327.

                           Court's Order

An April 28 scheduling notice indicated that the hearing on GRL
Capital's engagement has been adjourned to May 6, 2014 at 10:00
a.m. (Prevailing Eastern Time).

On April 30, however, Judge Donald H. Steckroth signed off on an
order approving the engagement.  The Debtors may hire GRL Capital
effective as of April 3, according to the Bankruptcy Judge.

Judge Steckroth further held that GRL is not required to submit
fee applications pursuant to Sections 330 and 331.  GRL will file
with the Court and notice to the U.S. Trustee, the Creditors'
Committee and the lenders, reports of compensation earned and
expenses incurred on a quarterly basis.  The Notice Parties will
have the right to object to fees paid and expenses reimbursed to
GRL within 20 days after GRL files the reports.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Kenneth A. Rosen, Esq., John K. Sherwood, Esq., Wojciech F. Jung,
Esq., Andrew Behlmann, Esq., and Shirley Dai, Esq., at Lowenstein
Sandler LLP, serve as counsel to the Debtors.  The Debtors tapped
PricewaterhouseCoopers LLP as financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.

On Feb. 27, 2014, Gordon Brothers Group was authorized to conduct
going out of business sales that began March 1.  The GOB sales are
expected to conclude in early May.

In March 2014, the Debtors also obtained Court approval to assign
unexpired store leases to Rainbow Southeast Leasing, Inc.

Meanwhile, Hilco Streambank has been retained by Dots LLC to
conduct the sale of its intellectual property (IP) portfolio
including trademarks, domain names and a customer file.


DOTS LLC: May 9 Auction Set for Intellectual Property Assets
------------------------------------------------------------
Hilco Streambank on May 6 disclosed that Rainbow Shops will be the
stalking horse bidder in the Chapter 11 auction of Dots LLC
intellectual property assets at an opening purchase price in the
amount of $250,000.  The bid deadline was extended to
May 7, 2014 to accommodate competing bidders.  The auction was
rescheduled to Friday, May 9, 2014.  The marks include the well-
known Dots(R) apparel and accessories brand, the Dots.com domain
name, and the company's customer database.  The assets will be
sold to the highest bidder or bidders at the conclusion of the
auction.

The Dots brand was established in 1987 and became a leading
retailer of women's apparel, footwear and accessories with
approximately 400 stores in 28 states.  After an extensive effort
to restructure, the company filed for Chapter 11 bankruptcy
protection on January 20th, 2014.  Hilco Streambank has been hired
to manage the process to monetize all of the intellectual
property.

"We have seen significant interest in the assets" said Jack Hazan,
EVP of Hilco Streambank.  "In addition to Dots being a recognized
brand in women's apparel, we also view the brand, and particularly
the domain name, to have broad application across many categories
in both the retail and non-retail sectors." Mr. Hazan said.

Hilco Streambank indicated that it believes that the customer file
is also quite valuable because it has been kept current and Dots
has maintained effective communication with its customers through
digital media.  "Based on the reaction we have received from
interested bidders for the Dots IP, we expect to see considerable
competition from several bidders in this auction," said Mr. Hazan.

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

Jack Hazan (212) 610-5663
jhazan@hilcoglobal.com

Anna Moreva (781) 444-4940
amoreva@hilcoglobal.com

Dmitriy Chemlin (212) 610-5642
dchemlin@hilcoglobal.com

                      About Hilco Streambank

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


                          About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


ELO TOUCH SOLUTIONS: Moody's Affirms Caa1 CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service, changed the rating outlook on ELO Touch
Solutions, Inc. ("ELO") to negative and affirmed the Caa1
Corporate Family Rating (CFR), Caa1-PD Probability of Default
Rating ("PDR"), and the instrument ratings.

Ratings Rationale

The negative rating outlook reflects the increased risk of
covenant violation over the next year as the leverage financial
maintenance covenant will tighten and Moody's expects EBITDA to
remain weak. Moody's does expect that ELO's profitability and FCF
will show improvement over the next year as Moody's expects
revenues to increase modestly but not at a pace to avoid covenant
violation, and thus the likelihood of a need for another equity
cure.

ELO's Caa1 CFR reflects the company's high leverage, thin
operating profit margin, and weak liquidity profile based on
Moody's expectation of only a modest cash balance, breakeven to
slightly positive Free Cash Flow ("FCF") over the next year, and
limited availability under the $15 million revolver. Moody's notes
that ELO's interest burden has been reduced, as some of the Senior
Secured Second Lien Term Loan was forgiven on September 27, 2013,
which is a transaction Moody's views as a distressed exchange and
therefore is a default event under Moody's definition of default.
Note, however, that the debt forgiveness is not a default event
under the credit agreement. Moreover, Moody's expects slow, but
steady improvement in profitability on modest revenue growth as
ELO's business appears to have stabilized, though profitability
will be constrained by ELO's small scale and the mature industry
segments in which ELO operates. Nevertheless, Moody's expects that
this improving profitability will be insufficient to produce
meaningful positive FCF over the near term and thus debt reduction
will be minimal.

ELO's ratings could be downgraded if revenue declines or gross
margins tighten, which would suggest ELO is experiencing
intensifying competitive pressures or declining market position,
or if ELO's available liquidity is on-course to decline below $15
million. The rating outlook could be stabilized if the owner
injects cash equity into ELO and EBITDA does not decline further
such that a covenant violation over the next year is unlikely.
Moody's would also expect for ELO to begin building liquidity.

Although an upgrade is unlikely over the next year, the rating
could be upgraded over the intermediate term if ELO achieves
sustained growth in revenues and EBITDA margin (Moody's adjusted)
in the double digits indicating a more stable market position.
Moody's would expect that ELO would generate sufficient EBITDA to
remain comfortably in compliance with the financial maintenance
covenants without requiring another equity cure or debt to equity
exchange. Moody's would also expect consistent FCF generation with
FCF to debt (Moody's adjusted) sustained at least in the mid
single digits.

Outlook Actions:

Issuer: ELO Touch Solutions, Inc.

  Outlook, Changed To Negative From Stable

Affirmations:

Issuer: ELO Touch Solutions, Inc.

  Probability of Default Rating, Affirmed Caa1-PD

  Corporate Family Rating, Affirmed Caa1

  Senior Secured Bank Credit Facility Jun 4, 2018, Affirmed B3

  Senior Secured Bank Credit Facility Jun 4, 2017, Affirmed B3

  Senior Secured Bank Credit Facility Dec 4, 2018, Affirmed Caa2

Downgrades:

Issuer: ELO Touch Solutions, Inc.

  Senior Secured Bank Credit Facility Jun 4, 2018, Downgraded to
  LGD3, 37 % from LGD3, 32 %

  Senior Secured Bank Credit Facility Jun 4, 2017, Downgraded to
  LGD3, 37 % from LGD3, 32 %

ELO, based in Milpitas, California, produces touchscreen panels
used in point-of-sale devices, industrial automation, and airport
ticketing kiosks, among other uses. ELO is owned by private equity
firm The Gores Group. Moody's expects ELO to generate revenues of
at least $370 million over the next year.


ENTERPRISE CHARTER: Fitch Affirms B Rating to $7.3MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating on approximately $7.3
million of series 2011 revenue bonds issued by the Erie County
Industrial Development Agency on behalf of Enterprise Charter
School (ECS, or the school).

Fitch has removed the ratings from Rating Watch Positive and
assigns the bonds a Positive Outlook.

SECURITY

The bonds are secured by a pledge of revenues of ECS, a first
mortgage lien on the facilities of ECS, assignments of rents and
leases receivable, and a cash-funded debt service reserve fund.

KEY RATING DRIVERS

CHARTER RENEWAL APPROVED: The Positive Outlook reflects ECS' two-
year charter renewal effective July 1, 2014, which was recommended
by the Buffalo Board of Education (the school's authorizer) and
ratified by the New York State Education Department's (SED) Board
of Regents in March 2014.  This two-year renewal remains limited
compared to the maximum renewal period of five years in New York
State.

LIMITED CHARTER TERM CONSTRAINS RATING: The 'B' rating continues
to reflect the academic performance-driven charter renewal period
of two years commencing in July 2014, following a one-year renewal
term granted in July 2013, coupled with the continued stress of
operating under a still abbreviated charter term.

FUTURE HINGES ON ACADEMICS: New York State charter renewal
standards are weighted heavily toward academic performance and ECS
will be required to produce annual improvement in student test
scores over the next two years to remain in compliance with its
charter and ensure further renewal in June 2016.  This includes
achievement of certain annual academic growth targets that are yet
to be determined.

STABLE FINANCIAL METRICS: ECS' full and stable enrollment has
driven its recent track record of operating surpluses, relatively
sound liquidity levels, and solid debt service coverage from
operations.

MANAGEABLE DEBT BURDEN: Maximum annual debt service (MADS)
comprised a high 10.3% of fiscal 2013 operating revenues but was
covered a solid 2.3x by net income available for debt service.
ECS' long-term debt constituted 5x fiscal 2013 net income
available for debt service, which compares favorably to most other
charter schools rated by Fitch.

RATING SENSITIVITIES

ACADEMIC PERFORMANCE: ECS' ability to improve student academic
performance over the next two academic years could yield upward
rating movement.  Conversely, an inability to improve academic
performance will hinder renewal of its charter in June 2016 and
would result in negative rating action.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per-pupil funding; and charter
renewal risk are credit concerns common among all charter schools
that, if pressured, could negatively impact the rating.

CREDIT PROFILE

Enterprise Charter School opened in 2003 in the city of Buffalo,
NY. It serves approximately 405 students in grades K-8, with about
221 students presently wait-listed.  ECS is authorized by Buffalo
Public Schools (BPS) and has had its charter renewed four times to
date.  Its current charter expires on June 30, 2016.

CHARTER RENEWAL APPROVED

Fitch downgraded ECS to 'B' in November 2013 after it received a
significantly abbreviated one-year charter renewal.  The renewal
term was primarily based on the authorizer's concern over student
academic performance relative to district schools and state
standards.  Following a review by BPS, where BPS initially
recommended a three-year renewal, Fitch placed the rating on
Positive Watch in February 2014 based on the likelihood that the
SED would ratify the three-year renewal recommendation.

BPS' renewal recommendation was based on various measures taken by
ECS to improve student academic performance, including a
management restructuring expected to provide more support for
student success.  It was also determined that one year is not
enough time to demonstrate measurable improvement and a two-year
renewal would allow more time for improvement to materialize.  As
anticipated, SED ratified the renewal in March 2014, but ECS
received only a two-year renewal (its fourth overall), effective
July 2014 through June 2016.  The two-year term is still
significantly shorter than is typical for the sector (particularly
for an established school such as ECS) but is improved from the
one-year renewal ECS received in 2013.  Fitch believes the limited
renewal term precludes further rating lift.

BPS and ECS are currently discussing revising the benchmarks used
to measure student academic growth that will now measure ECS
against schools serving a similar demographic rather than against
schools statewide.  Future renewals will hinge on academic growth,
with academic year 2012-2013 serving as the base year.  ECS
will begin its next renewal application process around August
2015.  The authorizer's three main areas of focus for charter
renewals are governance, financials and academics. It advised
there are no issues with the first two, but as mentioned above,
the school remains in need of academic improvement.  BPS' next
renewal recommendation is expected to come in early 2016.

STABLE ENROLLMENT AND FINANCIAL PROFILE

Enrollment for the 2013-2014 academic year remains at capacity
with approximately 405 students enrolled in grades K-8 and a
robust waiting list.  The school's financial profile remained
stable in fiscal 2013, with a positive operating margin, modest
balance sheet cushion, and solid debt service coverage from net
operating income.  Financial performance is tempered by a high
debt burden and revenue concentration in per-student funding -
characteristics common among most charter schools. Dec. 31, 2013
unaudited interim financials were ahead of budget, with a $367,000
operating deficit based on revenues of $2.37 million (similar to
the prior year period) compared to a budgeted deficit of $458,000.


EVEREST HOLDINGS: Decreased Sr. Debt No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service stated that Everest Holdings LLC (dba
"Eddie Bauer") B2 Corporate Family Rating and stable outlook are
not impacted by the $25 million decrease in size of its proposed
senior secured term loan to $225 million from the original $250
million face amount. The B2 Corporate Family Rating and stable
outlook are also not impacted by the increase in pricing to LIBOR+
525 with a 1% LIBOR floor from the anticipated pricing of L + 350
with a 1% LIBOR. In addition, the change in terms does not change
the B3 rating on the senior secured term loan.

Everest Holdings LLC (dba "Eddie Bauer"), headquartered in
Bellevue, WA, is a holding company who wholly owns and operates
under the Eddie Bauer brand name. Eddie Bauer operates 372 stores
in the US, Canada, Japan, and Germany. It also manages a direct
business (both catalogue and online) and domestic and
international licensing partnerships. Total revenues are about
$880 million. Everest Holdings is owned by Golden Gate Capital.


F&H ACQUISITION: Can File Chapter 11 Plan Until July 14
-------------------------------------------------------
F & H Acquisition Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend their exclusive periods to file
a chapter 11 plan until July 14, 2014, and solicit acceptances for
that plan until Sept. 11.

The extension will enable the Debtor a full and fair opportunity
to formulate and propose a chapter 11 plan and to solicit
acceptances thereof without the disruption that might be caused by
the filing of competing plans of reorganization by non-debtor
parties.

                  About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

F & H Acquisition Corp., disclosed $122,115,200 in assets and
$122,579,631 in liabilities as of the Chapter 11 filing.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors have tapped Adam Friedman, Esq., at Olshan Frome
Wolosky LLP, in New York; and Robert S. Brady, Esq., Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, as counsel;
Imperial Capital LLC as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.

The U.S. Trustee has appointed seven members to an official
committee of unsecured creditors.  The Official Committee of
Unsecured Creditors is represented by Bradford J. Sandler, Esq.,
at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware;
and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Los Angeles, California.


FLEMING MANUFACTURING: $173,700 Claim v. Keogh Not Dischargeable
----------------------------------------------------------------
Chief Bankruptcy Judge Kathy A. Surratt-States ruled that
$173,795.63 of Fleming Manufacturing Company, Inc.'s claim against
Debra A. Keogh, its former employee, is non-dischargeable with
respect to Ms. Keogh's Chapter 7 bankruptcy case.


Fleming had argued that it is entitled to damages of $224,559 for
misappropriated funds and $750,000 due to misappropriation of so-
called Fleming drawings.  Fleming argued that the culmination of
Ms. Keogh's actions have caused Fleming substantial financial harm
and this debt should be declared nondischargeable by the Court.

Debra A. Keough and her husband, Harold P. Keough, filed a Joint
Petition under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mo.
Case No. 12-46330) on June 29, 2012. On August 11, 2012, Chapter 7
Trustee Stuart Radloff filed his Report of No Distribution and on
October 10, 2012, the Debtors received a discharge under Section
727.

Fleming filed a voluntary Chapter 11 of petition on Jan. 30, 2004
in the Southern District of Florida.

A copy of the Court's April 30, 2014 Findings of Fact and
Conclusions of Law is available at http://is.gd/yvOKhvfrom
Leagle.com.


FILENE'S BASEMENT: Landlords Blast $30M Deal to Sell HQ Lease
-------------------------------------------------------------
Law360 reported that the landlords of Syms Corp.'s New Jersey
headquarters urged a Delaware bankruptcy judge to reject a
proposed $30.25 million sale of the property's lease, saying the
former clothing retailer must be made to honor their previous deal
for the lease.

According to the report, at a hearing in Wilmington, Hartz
Mountain Industries Inc. and 99 Hudson TIC II LLC -- landlords of
the Secaucus, N.J., site -- contended that Syms is still bound by
an earlier agreement to sell the lease to them.

                     About Filene's Basement

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

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

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

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

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

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

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

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

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

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

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

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


FLAT OUT: Gets Court Approval to Settle Dispute With HillStreet
---------------------------------------------------------------
Flat Out Crazy, LLC received court approval for a deal that would
resolve its dispute with HillStreet Fund IV, L.P. over payment of
$1.82 million in connection with the sale of the fund's
collateral.

Under the settlement, Flat Out will receive $306,000 in cash from
HillStreet as payment for fees and expenses incurred by
professionals hired by the company and the unsecured creditors'
committee who were involved in the sale.  A copy of the agreement
can be accessed for free at http://is.gd/9QNXEX

In May last year, the company closed the sales of its restaurant
chains including its Flat Top Grill assets, which served as
HillStreet's collateral.  The sale reportedly generated more than
$10 million.

Flat Out initially sought for court order granting a surcharge
against the collateral in an amount not less than $1.8 million,
which drew opposition from HillStreet.  The court overseeing the
company's bankruptcy case supervised a mediation, which began in
February, to settle the dispute.

                        About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FLORIDA GAMING: Closes Sale to ABC; Unsecureds May Recoup 100%
--------------------------------------------------------------
Florida Gaming Corporation and its wholly-owned subsidiary,
Florida Gaming Centers, Inc., on April 30, 2014, completed the
disposition of substantially all of their assets pursuant to an
Asset Purchase Agreement by and among the Debtors and Fronton
Holdings, LLC.

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

On April 7, 2014, the Bankruptcy Court for the Southern District
of Florida approved the Purchase Agreement.

The Purchase Agreement included aggregate consideration of: (i)
$140,000,000 in cash; (ii) the assumption by Fronton of
approximately $13.77 million in debt obligations owed by Centers
to Miami-Dade County, Florida; and, (iii) the assumption by
Fronton of approximately $2.1 million in Centers' accounts
payable.

The ultimate proceeds received by the Debtors from the Purchase
Agreement were determined in accordance with the terms of a
Settlement Agreement by and among (i) the Company, Centers, Tara
Club Estates, Inc., and Freedom Holding, Inc.; (ii) the Official
Committee of Unsecured Creditors of the Company and Centers in
their respective bankruptcy cases, case no. 13-29598 for the
Company and case no. 13-29597 for Centers; (iii) ABC, as
administrative agent; and (iv) William B. Collett and William B.
Collett, Jr.

Pursuant to the priority of the payments required under the
Settlement Agreement, upon the consummation of the transactions
contemplated by the Purchase Agreement, the Debtors received cash
proceeds totaling $11,282,833.33.

After payment of administrative expenses incurred in connection
with the Bankruptcy Cases, the Company expects the remaining
proceeds from the Purchase Agreement will be sufficient to repay
all of Centers' general unsecured creditors in full.  The Company
expects all remaining proceeds will be used to provide for a
partial payment to the Company's unrelated, unsecured and
unsubordinated creditors.  The Company does not expect that any
proceeds from the Purchase Agreement will be used to repay claims
by the Company's insider or subordinated creditors.  The Company
does not expect that any proceeds from the Purchase Agreement will
be available for distribution to the Company's preferred or common
stockholders.

The Company is preparing and intends to file a liquidating plan in
Chapter 11 providing for the distribution of its remaining assets
in accordance with the laws of bankruptcy as approved and ordered
by the Bankruptcy Court.

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

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

                    About Florida Gaming

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

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

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

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


FOREVERGREEN WORLDWIDE: Posts $116,843 Net Income in 2013
---------------------------------------------------------
Forevergreen Worldwide Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $116,843 on $17.46 million of net product revenues
for the year ended Dec. 31, 2013, as compared with a net loss of
$790,199 on $12.49 million of net product revenues in 2012.

As of Dec. 31, 2013, the Company had $2.69 million in total
assets, $6.30 million in total liabilities and a $3.60 million
total stockholders' deficit.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company had accumulated losses of
$35,247,620 and a working capital deficit of $2,366,781 at
Dec. 31, 2013, which raises substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/sdC8WJ

                   About ForeverGreen Worldwide

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.


FREEDOM INDUSTRIES: May Employ CEC as Enviromental Consultant
-------------------------------------------------------------
Freedom Industries Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ Civil & Environmental Consultant Inc.
as special environmental consultant.

Harry J. Soose Jr., chief executive officer of CEC, attests that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

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

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

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

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

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

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

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


FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating to $15.02MM Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the following
revenue refunding and improvement bond issued on behalf of
Friendship Village of Columbus (FVC).

-- $15,025,000 Franklin County, Ohio series 1998.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a revenue pledge, first mortgage, and
debt service reserve fund.

KEY RATING DRIVERS

WEAK HISTORICAL DEBT SERVICE COVERAGE: Although FVC's debt burden
is moderate with maximum annual debt service (MADS) equal to 8.4%
of revenues in fiscal 2013, historical coverage of MADS has been
weak.  Weak profitability and high entrance fee refunds resulted
in a rate covenant violation (0.9x) that required FVC to hire a
consultant.

IMPROVED INTERIM PROFITABILITY: FVC replaced the executive
director in July 2013, which seems to have improved its
performance through the six-month interim period ended Dec. 31,
2013.  Based on interim financials, FVC's operating ratio improved
to 95% from 107.1% in fiscal 2013 while net operating margin
improved to 8.7% from negative 2.8% in fiscal 2013.  MADS coverage
improved to 2.3x in the interim period reflecting, in part, better
core profitability.

INCREMENTALLY IMPROVING OCCUPANCY: Independent living unit (ILU)
occupancy remains low but continued to improve to 79.3% at
Dec. 31, 2013 from 75% at June 30, 2012.  The improvement is
mainly due to enhanced marketing initiatives, reduced turnover and
an improving real estate market.

LIGHT LIQUIDITY: Unrestricted liquidity remains light with 31.6%
cash to debt and 3.3x cushion ratio at Dec. 31, 2013.  Limited
capital needs and continued improvements in occupancy should allow
for improved liquidity metrics in the short to medium term.

RATING SENSITIVITY

CONSISTENT OPERATING PROFITABILITY: Fitch expects the recently
implemented operating improvement initiatives will be sustained
through the full fiscal year resulting in stronger cash flow and
coverage.

CREDIT PROFILE

FVC operates a type-A CCRC located in Columbus, OH, which consists
of 221 independent living units, 63 assisted living units, and 80
skilled nursing beds.  Total operating revenue equaled $16 million
in fiscal 2013.

WEAK HISTORICAL DEBT SERVICE COVERAGE

With $15 million of fixed rate debt outstanding, FVC's debt burden
remains moderate with MADS equal to 8.4% of revenues in fiscal
2013.  The continued weak operating profitability and increased
entrance fees refunds in fiscal 2013 decreased MADS coverage to
0.9x in fiscal 2013 from 1.9x in fiscal 2012.

FVC violated its rate covenant in fiscal 2013 resulting in a
mandatory consultant call-in.  The rate covenant requires MADS
coverage equal to or greater than 1.15x.  So long as FVC continues
to follow the consultant's recommendations, violation of the rate
covenant will not result in an event of default.

Fitch's last rating action stated that failure to meet FVC's rate
covenant would likely result in negative rating pressure.
However, negative rating action is precluded at this time due to
the improved operating performance and coverage in the interim
period.  Fitch expects that operating improvements will be
sustained resulting in coverage levels compliant with the rate
covenant.

IMPROVED INTERIM PROFITABILITY

Operating profitability improved marginally in fiscal 2013 but
remained weak before demonstrating significant improvement in the
interim period.

Operating revenue increased a moderate 5.9% in fiscal 2013 from
the prior year while cost management initiatives limited expense
growth to 2.4%.  Continued cost management efforts decreased
operating expenses 7% through the six month interim period.
Consequently, operating ratio decreased to 107.1% in fiscal 2013
and 95% in the interim period from 109.4% in fiscal 2012.  Net
operating margin improved to 8.7% in the interim period from
negative 2.8% in fiscal 2013 and negative 4.9% in fiscal 2012.
In addition to expense management, the improved operations reflect
labor productivity initiatives and improved occupancy rates.
Despite the improved operations, net operating margin adjusted
decreased to 5.7% in fiscal 2013 from 14% in fiscal 2012 before
rebounding to 18.2% in the interim period.  The decline in fiscal
2013 was primarily due to increased entrance fee refunds.

INCREMENTALLY IMPROVING OCCUPANCY

ILU occupancy continues to improve but remains low, increasing to
79.3% at Dec. 31, 2013 from 75% in fiscal 2012.  Further, SNF
occupancy increased from 67.1% in fiscal 2013 to 80% in the
interim period but remains consistent with levels achieved in
fiscal 2012.  ALU occupancy remains above 90%, with 93.8% at the
six-month interim.  The improved occupancy reflects the increased
marketing efforts with a particular emphasis on skilled nursing,
decreased turnover in the interim period and an improving real
estate market.

LIGHT LIQUIDITY

Unrestricted liquidity metrics remain light but are consistent
with the 'BB' category.  FVC had $4.6 million of unrestricted cash
and investments at Dec. 31, 2013, equating to 119.2 days cash on
hand, 31.6% cash to debt and 3.3x cushion ratio.  Capital spending
is expected to remain consistent with prior years and is not
expected to negatively impact liquidity or require additional
debt.

DISCLOSURE

FVC covenants to provide annual disclosure within 150 days of the
end of each fiscal year and quarterly disclosure within 50 days of
the end of each quarter.  Disclosure is provided through the
Municipal Securities Rulemaking Board's EMMA system.  FVC had
failed to provide disclosure documents in accordance with its
continuing disclosure agreement.  Management has taken steps to
ensure more timely disclosure going forward.


GENCO SHIPPING: Sec. 341(a) Meeting of Creditors Set for May 15
---------------------------------------------------------------
A meeting of creditors of Genco Shipping & Trading Limited and its
affiliated debtors is set to be held on May 15, 2:00 p.m.
(prevailing New York time) at the Office of the U.S. Trustee, 80
Broad Street, 4th Floor, in New York.

Representatives of Genco Shipping will be present at the meeting.
Parties-in-interest are welcome to attend the meeting but are not
required to do so.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers the creditors a one-time opportunity to
examine the companies' representative under oath about their
financial affairs and operations that would be of interest to the
general body of creditors.

                  About Genco Shipping & Trading

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

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

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

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton &
Garrison LLP.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.


GENCO SHIPPING: Mark D. Brodsky Reports 9.9% Equity Stake
---------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Mark D. Brodsky and his affiliates disclosed that as
of April 23, 2014, they beneficially owned 4,400,491 shares of
common stock of Genco Shipping & Trading Ltd. representing 9.9
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/dapOPJ

                   About Genco Shipping & Trading

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

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

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

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton &
Garrison LLP.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.


GIBSON BRANDS: S&P Affirms 'B-' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Nashville, Tenn.-based Gibson Brands Inc. at 'B-'.  The
outlook is stable.

S&P also affirmed its issue-level rating on Gibson's $375 million
(upsized from $225 million) senior secured notes due 2018 at 'B-'.
The '4' recovery rating is unchanged and indicates S&P's
expectation for average (30% to 50%) recovery in the event of
payment default.

"The ratings reflect Gibson's weaker-than-expected operating
performance, which has resulted in credit metrics weaker than our
prior expectations," said Standard & Poor's credit analyst
Stephanie Harter.  "Following the proposed acquisition of Woox
Innovations, the vast majority of pro forma sales for the combined
company will be from Woox, which we also believe has
underperformed on a stand-alone basis."

The stable outlook reflects S&P's expectation that Gibson will
stabilize its operating performance in 2014 and maintain adequate
liquidity.


GILES-JORDAN: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Giles-Jordan, Inc.
        13402 Stewart Rd.
        Galveston, TX 77554

Case No.: 14-80173

Chapter 11 Petition Date: May 5, 2014

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

Judge: Hon. Letitia Z. Paul

Debtor's Counsel: Jeffrey Wells Oppel, Esq.
                  OPPEL & GOLDBERG, PLLC
                  1010 Lamar, Ste 1420
                  Houston, TX 77002
                  Tel: 713-659-9200
                  Email: fedfilings-jwo@ogs-law.com

Total Assets: $12 million

Total Debts: $4.81 million

The petition was signed by Donald L. Jordan, president.

List of Debtor's five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Harry & Teresa Giles               Unsecured Loans    $1,006,946
1702 Stoneridge Rd.
Austin, TX 78746

Jones & Carter                     Civil Engineering     $56,369

Greer Herz & Adams, LLP            Legal Fees            $22,837

CDS                                Marketing Study        $8,000

ASTE, LLC                          Environmental Study    $1,070


GLW EQUIPMENT: Gets Approval to Sell Equipment to Rihm, et al.
--------------------------------------------------------------
GLW Equipment Leasing, LLC received approval from U.S. Bankruptcy
Judge Michael Ridgway to sell its assets for $1.441 million.

The assets, which include tractor trucks and trailers, will be
sold to Rihm Kenworth Inc., Trucknet LLC, and Utility Trailer
Sales of Southern California LLC.

GLW will sell the assets on an "as-is," "where is," "with all
faults" basis, according to the sale agreements it made with each
of the buyers.  The agreements are available without charge at:

   http://bankrupt.com/misc/GLWEquipment_Sale2Buyers.pdf
   http://bankrupt.com/misc/GLWEquipment_Sale3Buyers.pdf

The buyers are required to make direct payments to Volvo Financial
Services and two other lenders, which assert a lien in the assets.

Volvo, which is reportedly owed $1.4 million by GLW, holds a
security interest in 49 trailers being used by the company in its
operations.

Volvo had previously asked the bankruptcy judge that the proceeds
from the sale of its collateral be paid directly to it.  It will
receive $645,000 from the sale, according to court papers.

In a separate order, GLW was authorized by Judge Ridgway to sell
tractor trucks to Reynolds Transport Inc. for $314,000.

Reynolds Transport is required to pay the proceeds directly to
General Electric Capital Corp., which asserts a lien on the
assets.

                    About GLW Equipment Leasing

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

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

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


GLYECO INC: Joshua Landes Equity Stake Hiked to 8.9%
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Joshua Landes and his affiliates disclosed
that as of March 24, 2014, they beneficially owned 4,481,399
shares of common stock of GlyEco, Inc., representing 8.9 percent
of the shares outstanding.  Mr. Landes previously reported
beneficial ownership of 4,091,989 shares at March 5, 2014.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/nateJb

                         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 disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales 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.


GREAT PLAINS: Fitch Lowers Rating on $36.3MM Revenue Bonds to 'BB'
------------------------------------------------------------------
Fitch Ratings has downgraded the following Oklahoma Development
Finance Authority bonds issued on behalf of Great Plains Regional
Medical Center (GPRMC) as shown:

-- $36.3 million hospital revenue bonds, series 2007 to 'BB'
    from 'BB+'.

The Rating Outlook was revised to Stable from Negative.

SECURITY

The bonds are secured by a pledge of the revenues of the obligated
group and a debt service reserve fund.

KEY RATING DRIVERS

LAGGING PROFITABILITY KEY CONCERN: The downgrade to 'BB' from
'BB+' reflects the continued deterioration in GPRMC's operating
cash flow, which has remained below-budget the last several years,
coupled with no expectation of significant improvement in
profitability over the near term.  Through Dec. 31, 2013 GPRMC's
operating EBITDA margin was a light 5.1%, well below the 9.2%
generated through 2013 fiscal year end June 30.

THIN COVERAGE METRICS: The downgrade also reflects GPRMC's very
light debt service coverage, which was a weak 1.33x per its
indenture calculation for fiscal 2013, and close to its 1.1x rate
covenant requirement.  Light coverage also reflects GPRMC's
significant debt burden, reflected by maximum annual debt service
(MADS) equal to a high 8.1% of fiscal 2013 revenues.  MADS of $3.3
million occurs in 2014, declining slightly to $3.1 million in 2015
and $2.9 million in 2016 as capital leases term out.

STEADY BALANCE SHEET STRENGTH: GPRMC's balance sheet strength
provides solid financial flexibility at the 'BB' rating level.  At
Dec. 31, 2013, unrestricted cash equaled $21.9 million, or 195.7
days cash on hand (DCOH), 6.7x cushion ratio, and 61.7% cash to
debt.  Fitch expects liquidity to remain stable.

SENIOR LEADERSHIP TURNOVER: Following several years with interim
staff, vacant positions, and the departure of the CEO in 2013,
GPRMC placed a full-time CFO and CEO during August 2013 and
February 2014, respectively.  Fitch believes stability in the
leadership team is essential, as continued erosion in clinical
activity has required quick strategic action on their part to
bring much-needed stability to the organization.

RATING SENSITIVITIES

PHYSICIAN RECRUITMENT IS KEY: GPRMC's small revenue base makes it
more vulnerable to medical staff and volume volatility, as
evidenced by historical performance.  Thus the rating is
contingent upon management's ability to stabilize operations, via
successfully recruiting and retaining sufficient medical staff, at
levels which sustain clinical volume and preserve market position.

STEADY COVERAGE NECESSARY: Fitch anticipates fiscal 2014
profitability and coverage to remain in line with fiscal 2013
results, followed by incremental improvement as senior leadership
implements its initiatives over the longer term.  Weaker than
anticipated cash flow and coverage, particularly given already
thin coverage levels, would likely result in further downward
rating pressure.

CREDIT PROFILE

GPRMC is a 62-licensed-bed community hospital located in Elk City,
Oklahoma, approximately 120 miles west of Oklahoma City.  Total
revenues were $40.3 million in fiscal 2013.

ONGOING OPERATING STRESS

The downgrade to 'BB' from 'BB+' reflects continued operating
pressure at GPRMC at levels well below budgeted expectations.
Through the six-month interim period ended Dec. 31, 2013, GPRMC
posted a 12.1% operating loss, following a stronger fiscal 2013
year end with a 9% loss.  Fitch expects the second half of fiscal
2014 will produce improved performance, and that GPRMC will
achieve results in line with prior year.

GPRMC must continue to address its physician staff challenges,
which are not atypical for a small rural facility.  Currently
GPRMC has 60 active medical staff members, and fiscal 2013 was a
year of growth.  However, ongoing need for family medicine and
obstetric coverage has also meant lagging inpatient volumes and
revenue.  While GPRMC maintained leading inpatient share of 45.4%
in 2013, that represents a decline from nearly 50% in 2010 and is
indicative of declining volumes and outmigration.  Getting the
medical staff to full complement and maintaining its stability
will continue to be an important credit consideration going
forward.

LEADERSHIP TURNOVER

The 'BB' rating also reflects the significant turnover in GPRMC's
senior leadership team, which has been largely unstable over the
past few years. The new management team has identified key
strategies to improve GPRMC's operating performance, including
medical staff growth and integration, bringing swing beds back
into operation, improving staff productivity, and addressing the
revenue cycle process.  Fitch believes that stability in the
leadership team will be integral to achieving and sustaining
operating improvements over the longer term.

THIN COVERAGE MARGIN

Despite solid cash flow equal to a 9.2% operating EBITDA at fiscal
2013, a significant debt service burden meant only 1.1x coverage
by same.  GPRMC reported 1.33x coverage through fiscal 2013, only
slightly above its 1.1x covenant requirement.  GPRMC is expecting
to finish fiscal 2014 near prior year levels, and the rating could
be pressured further if GPRMC falls short of that performance.

Fitch notes that GPRMC's debt is 100% fixed rate, and its debt
service requirements will decline slightly over the near term.
Currently, MADS is measured at $3.1 million, including
approximately $400,000 in capital lease obligations which end in
fiscal 2015 and reduce MADS to $2.6 million.  No additional debt
is planned, and capital needs are expected to remain modest in
GPRMC's relatively young 6.1-year average age of plant.

GPRMC's balance sheet consistency remains a key credit
consideration, providing some financial flexibility against its
weak operating performance.  Through Dec. 31, 2013, GPRMC
maintained a 6.7x cushion ratio and 61.7% cash to debt.  Further,
its investments are 100% cash and fixed income, and GPRMC does not
have pension or derivative exposure.

CONTINUING DISCLOSURE

GPRMC covenants to disclose annual and quarterly disclosure, which
it posts regularly to the Municipal Securities Rulemaking Board's
EMMA System.  Disclosure has been timely and thorough, with good
access to management.


GREDE HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned Grede Holdings LLC (New) a B1
Corporate Family Rating and B2-PD Probability of Default Rating.
Concurrently, Moody's assigned B1 ratings to the company's
proposed $75 million senior secured revolving credit facility and
$600 million senior secured term loan B. The rating outlook is
stable.

Proceeds from the credit facilities along with approximately $257
million of equity contribution will be used to fund the
acquisition of Grede by American Securities for $825 million,
refinance the company's existing debt, and pay related fees and
expenses.

"The acquisition by American Securities increases Grede's debt
balance to a high level given the cyclicality inherent in its end
markets" said Adam McLaren, Moody's lead Analyst for Grede.
"However, the company's market position, particularly in safety-
critical parts, as well as Moody's expectation for substantial
near term free cash flow and strong interest coverage support the
B1 rating."

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

  Corporate Family Rating, assigned B1;

  Probability of Default Rating, assigned B2-PD;

  $75 million senior secured revolving credit facility, due 2019,
  assigned B1 (LGD3, 34%);

  $600 million senior secured term loan B, due 2021, assigned B1
  (LGD3, 34%).

The outlook is stable.

Upon the close of the transaction, Moody's will withdraw all
ratings of the predecessor company, Grede Holdings LLC (Old),
including the B1 Corporate Family Rating.

Ratings Rationale

Grede's B1 Corporate Family Rating is principally constrained by
the company's high leverage and exposure to cyclical end markets,
including the automotive, commercial vehicle, and construction
industries. On a pro forma basis, leverage (debt to EBITDA,
inclusive of Moody's standard adjustments for operating leases and
pensions) will be high at approximately 4 times, with interest
coverage (EBITA to interest) strong at over 4.5 times. While
Moody's anticipate improvement in credit metrics from increasing
light vehicle sales, the rating remains constrained by the
relatively flat construction/industrial market and currently soft
commercial vehicle build rates. The rating is supported by the
company's solid market position, broad product offering, and
Moody's expectation for continued positive free cash flow
generation, strong interest coverage, and expected availability
under the company's $75 million revolving credit facility.

The stable outlook reflects the anticipation for continued
positive free cash flow generation, stable to improving demand
dynamics, and the maintenance of a good liquidity profile. The
stable outlook incorporates Moody's expectation for a reduction in
leverage back towards 3.5 times.

The outlook or rating could be lowered if North American
automotive production levels deteriorate resulting in weaker
profitability or a deterioration in liquidity. If debt to EBITDA
were to be sustained over 4 times and free cash flow generation
was not realized, the company's rating and/or outlook could be
lowered. Additionally, shareholder distributions could also lower
the company's rating or outlook.

An improvement in Grede's rating or outlook is limited by the
company's relatively small scale and the cyclical nature of the
casting, automotive, and commercial vehicle markets. The outlook
or rating could improve if the company is able to sustain EBIT to
interest over 5 times and debt to EBITDA below 3.0 times while
demonstrating a financial policy that is focused on debt reduction
rather than shareholder returns.

Grede Holdings LLC, headquartered in Southfield, Michigan, is a
leading manufacturer of cast, machined and assembled components
for the transportation and industrial markets. The company is a
full-service supplier with design for manufacturing, engineering,
machining, and manufacturing capabilities, operating 17 facilities
throughout North America with approximately 4,800 employees. Grede
is majority owned by a private investment fund managed by American
Securities. Revenue for the year ended December 31, 2013 was
approximately $1.0 billion.


GREDE HOLDINGS: S&P Affirms 'B+' CCR over American Securities Deal
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Southfield, Mich.-based Grede Holdings LLC.  The
outlook remains stable.  At the same time, S&P assigned its 'B+'
issue-level rating, with a '3' recovery rating to the company's
proposed $600 million senior secured term loan B and $75 million
revolver.  The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50%-70%) in the event of a payment default.
S&P will withdraw its issue-level ratings on the existing term
loan B at the close of the transaction.  All ratings are subject
to review of final documentation.

S&P's "weak" business risk assessment incorporates the multiple
industry risks facing companies supplying the light and commercial
vehicle markets, including volatile demand, high fixed costs,
competition, and pricing pressures.

S&P believes that Grede's EBITDA margin is fair by industry
standards, partly because of improved capacity utilization.  S&P
expects this to persist in 2014 and 2015, assuming stable prices
and sustainable surcharge programs.  S&P believes Grede is likely
to recover potential increases of raw material prices (which is
critical to maintaining EBITDA margins at around current levels),
given Grede's recent track record.  S&P expects some benefit going
forward, following recent capacity rationalization (the company
closed some of its smaller facilities) as a result of low volumes
in its industrial end markets.

Grede benefits from better end-market diversity than many
automotive suppliers rated in the 'B' category.  The automotive
segment represents about 51% of the company's revenues, commercial
trucks represents about 24%, and a diverse group of industrial
customers account for the remainder.  However, geographic
diversity is limited since virtually all sales are in North
America, and S&P do not expect any meaningful shift in its end-
market diversity over the next two years.

S&P's "aggressive" financial risk profile assessment reflects its
expectation for adjusted debt to EBITDA to remain at about 4x,
with free operating cash flow (FOCF) to debt of at least 10%.

Following the recapitalization related to American Securities
LLC's proposed acquisition of Grede, cushion in the company's
credit metrics for any operational underperformance has declined,
compared with S&P's original expectations for the rating.  S&P
assumes that the company's financial policies under the equity
sponsor demonstrate commitment to our thresholds for the credit
metrics.  In addition, the company's cash generation remains
highly sensitive to future auto production, which may be volatile
and could lead to margin compression and significant working
capital swings.


GROUND IMPROVEMENT: Claims Court Rules on Motion for Substitution
-----------------------------------------------------------------
In the case, GROUND IMPROVEMENT TECHNIQUES, INC., for the use and
benefit of the secured creditors of GROUND IMPROVEMENT TECHNIQUES,
INC.; and, MK FERGUSON COMPANY, for the use and benefit of GROUND
IMPROVEMENT TECHNIQUES, INC., Plaintiffs, v. THE UNITED STATES,
Defendant, No. 12-57 C (Fed. Claims), Judge Lynn J. Bush ruled on
cross-motions which contest the issue of the proper entities to
advance claims for plaintiffs, as well as the choice of counsel to
represent plaintiffs.  A copy of the Court's April 30, 2014
Opinion and Order is available at http://is.gd/TzPeMVfrom
Leagle.com.

In 1995, Ground Improvement Techniques, Inc. (GIT) became the
subcontractor for MK-Ferguson Company (MK) on a United States
Department of Energy project in Slick Rock, Colorado (the DOE
project) for the remediation of uranium mill tailings.  During the
course of performance, GIT's subcontract was terminated for
default and the termination thereafter became the subject of
litigation between MK and GIT in the United States District Court
for the District of Colorado (the GIT-MK litigation). During the
course of that litigation, which, including various appeals,
lasted at least 12 years, GIT filed for bankruptcy under Chapter
11 of the Bankruptcy Code, in the United States Bankruptcy Court
for the Western District of Pennsylvania.

As a result of GIT's bankruptcy, GIT's claims against MK, except
for a dividend of $125,000 for GIT's unsecured creditors, were
transferred to five of GIT's creditors: PNC Bank, Fireman's Fund
Insurance Company, Holland & Knight LLP, The Law Offices of
Frederick Huff, and R.N. Robinson & Son, Inc. The Secured Parties
elected to continue litigation against MK in the name of GIT,
rather than directing GIT to assign its claims against MK to the
Secured Parties. GIT eventually obtained a large judgment against
MK, which was partially satisfied by a surety in 2009.

In 2001, MK, too, filed for bankruptcy under Chapter 11 of the
Bankruptcy Code, in the United States Bankruptcy Court for the
District of Nevada.  The unsatisfied portion of GIT's judgment
against MK, and post-judgment interest, were claims administered
in MK's bankruptcy. The bankruptcy court required MK to file a
certified claim with DOE to attempt to satisfy GIT's claims
against MK related to the DOE project. MK did so, but the
certification was contested as inadequate.

The MK bankruptcy court eventually ordered GIT itself to file
GIT's claims with DOE's contracting officer under MK's name, and
to certify its own claims. GIT also filed a certified claim in its
own name with the DOE contracting officer. Having received no
response from the contracting officer on its claims, GIT filed a
"deemed denied" suit in the Federal Claims court for the claims
submitted to the contracting officer in its own name and in MK's
name (for the benefit of GIT). Counts I-III of the complaint,
claims brought directly by GIT against the United States, were
dismissed by this court for lack of privity between GIT (the
subcontractor on the DOE project) and the United States. The only
remaining claim in this suit (Count IV of the complaint) is the
claim in MK's name for the benefit of GIT, a type of claim that is
sometimes referred to as a pass-through claim.


GSE ENVIRONMENTAL: June 11 Hearing on Plan Disclosures
------------------------------------------------------
GSE Environmental, Inc., is slated to seek approval of its Chapter
11 plan disclosures in June and is targeting a bankruptcy-exit by
the end of July.

Judge Mary F. Walrath will convene a hearing on June 11, 2014, at
11:30 a.m., (ET), on the disclosure statement explaining GSE
Environmental, Inc. and its affiliates' Joint Plan of
Reorganization.

At the hearing, Judge Walrath will consider entry of an order
approving, among other things, (a) the Disclosure Statement as
containing "adequate information", (b) procedures for soliciting
and tabulating votes on the Plan, and (c) establishing June 11,
2014, as the voting record date.  Objections to the adequacy of
the Disclosure Statement are due June 4, 2014 at 4:00 p.m.

The Debtors propose this timeline:

    a. Voting Record Date: June 11, 2014 is the date as of which
the Debtors will determine: (i) which holders of claims are
entitled to vote to accept or reject the Plan and (ii) whether
Claims have been properly assigned or transferred pursuant to
Bankruptcy Rule 3001(e);

    b. Solicitation Deadline: The Debtors will distribute
solicitation packages to holders of claims entitled to vote to
accept or reject the Plan no later than June 18, 2014;

    c. Publication Notice: The Debtors will submit the
confirmation hearing notice for publication on one occasion not
later than June 18, 2014;

    d. Filing of the Plan Supplement: The Debtors will file the
plan supplement with the Court and serve a notice upon parties
entitled to notice in the chapter 11 cases no later than July 8,
2014, or 10 calendar days before the voting deadline;

    e. Voting Deadline: All Holders of claims entitled to vote to
accept or reject the Plan and who choose to vote to accept or
reject the Plan must properly execute, complete, and deliver their
respective Ballots so that they are actually received by the
Debtors' Noticing Agent on or before July 18, 2014 at 5:00 p.m.,
prevailing Eastern Time;

    f. Plan Objection Deadline: Objections, if any, to the
Confirmation of the Plan must be filed with the Court and served
upon the notice parties such that they are actually received on or
before July 18, 2014 at 4:00 p.m., prevailing Eastern Time;

    g. Filing of the Voting Report: The voting report must be
filed with the Court no later than the third business day prior to
the confirmation hearing date;

    h. Filing of the Confirmation Brief: The Debtors' reply brief
in support of confirmation of the Plan must be filed with the
Court no later than the deadline to file an agenda for the
confirmation hearing; and

    i. Confirmation Hearing Date: The hearing at which the Court
will consider Confirmation of the Plan will commence on July 25,
2014.

                    The Pre-Arranged Plan

As of the Petition Date, the Debtors had approximately $193.1
million in principal amount of funded debt, including $18 million
of super priority credit facility obligations, $173.4 million of
first lien credit facility obligations, and approximately $1.7
million of capital lease obligations.

GSE on the Petition Date filed a plan that provides that holders
of $173.4 million in first-lien notes will become owners of all
the stock.

Prepetition, the Debtors and all lenders holding first lien claims
-- namely, Littlejohn Opportunities Master Fund LP, Tennenbaum
Opportunities Partners V, LP, and Strategic Value Partners, LLC --
reached an agreement, which was memorialized in a restructuring
support agreement.  Pursuant to the RSA, the Debtors and the First
Lien Lenders have committed to seek to restructure the Debtors'
balance sheets pursuant to a prearranged chapter 11 plan.

The RSA contemplates that only the Company's North American
entities commence the chapter 11 cases, and the Plan does not
effect a recapitalization of the Debtors' international affiliates
or their debt.  The Debtors intend to emerge from chapter 11
pursuant to the Plan within three to four months following the
Petition Date.

The Plan generally provides for the following treatment of claims
and interests:

   -- Administrative expense claims (including debtor-in-
possession financing claims) and prepetition priority claims
(including tax claims) will be paid in full upon
emergence (or, in the case of priority tax claims, treated in
accordance with Section 1129(a)(9)(C)).

   -- Claims arising under the First Lien Credit Agreement
(Impaired) will receive their pro rata share of 100% of the equity
of reorganized GSE Holding, Inc.

   -- Other secured claims will be treated in such a manner that
they are unimpaired.  Projected recovery: 100%.

   -- Holders of trade vendor claims that agree in writing to
return to market trade terms and provide such terms for at least a
year following the chapter 11 cases (Impaired) will receive
payment in full on account of their trade claims to the extent not
previously satisfied.  Projected recovery: 100%.

   -- Other holders of general unsecured claims against each of
the Debtors (Impaired) will receive their pro rata share of $1.0
million in cash.  Projected recovery: 100%.

   -- Existing equity interests in GSE Holding, Inc., will be
cancelled without any distribution to the holders of such
interests.   Holders of the interests are impaired and are deemed
to reject the Plan.

Claims arising under the Super Priority Credit Agreement will not
be treated under the Plan.  Instead, those claims will be
satisfied pursuant to the proposed DIP financing.

A copy of the affidavit in support of the first-day motions is
available for free at:

     http://bankrupt.com/misc/GSE_Affidavit_1st_Day_Motions.pdf

Copies of the Plan and Disclosure Statement filed by GSE on May 4,
2014, are available for free at:

       http://bankrupt.com/misc/GSE_Disc_Statement.pdf
       http://bankrupt.com/misc/GSE_Chapter11_Plan.pdf

Disclosure statement objections must be served upon:

    * Co-Counsel to the Debtors:

         KIRKLAND & ELLIS LLP
         300 North LaSalle
         Chicago, Illinois 60654
         Attn: Patrick J. Nash, Jr., P.C.,
               Jeffrey D. Pawlitz, and
               Bradley Thomas Giordano
         E-mail: patrick.nash@kirkland.com
                 jeffrey.pawlitz@kirkland.com
                 bradley.giordanokirkland.com

         PACHULSKI STANG ZIEHL & JONES LLP
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, Delaware 19899-8705 (Courier 19801)
         Attn: Laura Davis Jones and
               Timothy P. Cairns
          E-mail: jonespszjlaw.com
                  tcairnspszjlaw.com

     * Counsel to Consenting Lenders:

          WACHTELL, LIPTON, ROSEN & KATZ LLP
          51 West 52nd Street
          New York, New York 10019
          Attn: Scott K. Charles and
                Emily D. Johnson

          E-mail: SKCharles@wlrk.com
                  EDJohnson@wlrk.com

     * U.S. Trustee:

          THE OFFICE OF THE U.S. TRUSTEE FOR THE DIST. OF DELAWARE
          Attn: Tiiara N. A. Patton
          844 King Street, Suite 2207, Lockbox 35
          Wilmington, Delaware 19801

                     About GSE Environmental

GSE Environmental -- 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.
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, Inc. and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11126) on
May 4, 2014 as part of a restructuring support agreement with
their 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.

GSE has arranged a $45 million debtor-in-possession (DIP)
financing facility to fund the Chapter 11 process.

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.  Prime
Clerk is the Debtors' claims agent and maintains a case Web site
at http://cases.primeclerk.com/gse

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.


GSE ENVIRONMENTAL: S&P Lowers CCR to 'D' After Chapter 11 Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on GSE Environmental Inc. (GSE) to 'D' from 'CCC-',
following the filing for Chapter 11 bankruptcy protection by
holding company GSE Holding Inc.  The filing affects over
$190 million in secured debt.  S&P also lowered to 'D' all debt
issue ratings at GSE.  S&P's recovery ratings on all debt at GSE
remain unchanged.

The bankruptcy filing results from GSE's very weak operating
performance and breaches of financial covenants.  The company's
profitability declined to the point that its adjusted debt to
EBITDA ratio approached 17x as of Dec. 31, 2013.  Prior to the
filing, the company had over $170 million of secured debt
outstanding under its first-lien credit facilities, along with $18
million of secured borrowings under a super priority priming
facility.  The lenders had given GSE a deadline of April 30, 2014,
to complete a sale of the company, but no sale was executed.  The
company filed a pre-arranged plan of reorganization, entering into
a restructuring support agreement with its first-lien lenders who
hold 100% of the company's first lien debt.

Based on S&P's updated recovery analysis, its recovery ratings on
GSE's rated debt remain unchanged.  The recovery ratings are
consistent with the recovery analysis published within S&P's
research update on Jan. 15, 2014.  Following the Chapter 11
filing, S&P also conducted a liquidation analysis, which, with an
approximately $120 million net recovery value (about the same as
the going concern analysis' net recovery value assessment),
supports S&P's enterprise value methodology determination of a '4'
recovery rating.


GYMBOREE CORP: Decline in Sales No Impact on Moody's Caa1 Rating
----------------------------------------------------------------
Moody's Investors Service said that The Gymboree Corporation
("Gymboree" -- Caa1/stable/SGL-2) announced that during the fourth
quarter of fiscal 2013 its comparable store sales fell by 9% and
Adjusted EBITDA (as defined by the company) declined to $25
million from $47.7 million in the fourth quarter of the prior year
is a credit negative as this will result in higher leverage with
Debt/EBITDA expected to be around 9 times by the end of the year.
However, the company maintained good overall liquidity with cash
balances in excess of $30 million, undrawn revolver capacity in
excess of $120 million, and the company has no debt maturities
until the 2017 maturity of its asset-based revolver and the 2018
maturity of its term loan B and senior unsecured notes. There is
no immediate impact on Gymboree's Caa1 Corporate Family Rating or
the stable rating outlook.

As of February 1, 2014, Gymboree operated a total of 1,323 retail
stores: 626 Gymboree(R) stores (576 in the United States, 43 in
Canada, 1 in Puerto Rico and 6 in Australia), 167 Gymboree Outlet
stores (165 in the United States and 2 in Puerto Rico), 140 Janie
and Jack shops and 390 Crazy 8(R) stores in the United States.


HEDWIN CORPORATION: Has Final Authority for DIP Loans
-----------------------------------------------------
Judge Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland, Baltimore Division, gave Hedwin Corporation
final authority to obtain from Bank of America, N.A., $6.5 million
debtor-in-possession financing facility.

The Debtor is also authorized to use cash collateral securing its
prepetition indebtedness to BofA.

The Debtor has secured indebtedness to BofA, as successor to
LaSalle Business Credit, LLC, (a) principal in an amount not less
than $4.98 million under prepetition revolving loans; and (b)
principal in the amount of $600,000 under a prepetition term loan.
The Debtor also has a subordinate debt obligation owed to ACP-I,
L.P. in the amount of $3.20 million, exclusive of attorneys' fees,
accrued interest or other fees.

Subject only to the Carve Out, all Postpetition Obligations will
be an allowed superpriority administrative expense claim with
priority in the bankruptcy case and over all administrative
expense claims specified in Sections 503(b) or 507(b) of the
Bankruptcy Code.

The Debtor has filed an amended budget, which provides that the
Carve Out for the Debtor's counsel will be $162,500, the Carve Out
for Shared Management Resources, Ltd. will be $156,000 and the
Carve Out for the Creditors Committee and its professionals will
be $87,500.

A full-text copy of the Final Order is available for free at:

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

                     About Hedwin Corporation

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

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

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

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

                           *     *     *

The 11 U.S.C. Sec. 341(a) meeting of creditors was set for May 7,
2014, 10:00 a.m. in Baltimore.

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


HIGH PLAINS: Files Form 10-Q for Sept. 30, 2012 Quarter
-------------------------------------------------------
High Plains Gas, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common stockholders of $9.86 million on $0 of total
revenue for the three months ended Sept. 30, 2012, as compared
with a net loss applicable to common stockholders of $11.03
million on $2.78 million of total revenues for the same period
during the prior year.

As of Sept. 30, 2012, the Company had $232,208 in total assets,
$39.62 million in total liabilities and a $39.38 million total
stockholders' deficit.

"The Company's recurring losses, negative working capital and lack
of revenue resulting from the shutting in of its gas producing
assets in May 2012 coupled with the discontinued operations of its
Energy Construction Services and Repair and Maintenance Services
business segment raise substantial doubt about the Company's
ability to continue as a going concern," the Company said in the
Quarterly Report.

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

                        http://is.gd/sfe8MM

                         About High Plains

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.


HORIZON LINES: Amends Bylaws to Add Forum Provision
---------------------------------------------------
The Board of Directors of Horizon Lines, Inc., approved an
amendment to the Company's Second Amended and Restated By-Laws,
effective May 1, 2014, adding a new Section 8.6 entitled "Forum
for Adjudication of Disputes and Consent to Jurisdiction" which
provides that unless the Company consents in writing to the
selection of an alternative forum, a state or federal court
located within the state of Delaware will be the sole and
exclusive forum for:

   (i) any derivative action or proceeding brought on behalf of
       the Company;

  (ii) any action asserting a claim of breach of a fiduciary duty
       owed by any director, officer or other employee of the
       Company to the Company or the Company's stockholders;

(iii) any action asserting a claim arising pursuant to any
       provision of the Delaware General Company Law; or

  (iv) any action asserting a claim governed by the internal
       affairs doctrine, in all cases subject to the court's
       having personal jurisdiction over the indispensable parties
       named as defendants.

In addition, the amendment provides that any stockholder that
brings such a suit outside of that sole and exclusive forum (a
"Foreign Action") will be deemed to have consented to (i) the
personal jurisdiction of the state and federal courts located
within the State of Delaware in connection with any action brought
in any such court to enforce the forum selection bylaw and (ii)
having service of process made upon that stockholder in any such
action by service upon that stockholder's counsel in the Foreign
Action as agent for that stockholder.

A copy of the Second Amended and Restated Bylaws of Horizon Lines,
Inc., as amended through May 1, 2014, is available for free at:

                        http://is.gd/zrwpmM

                         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.

For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.93 million following a net loss of $94.69 million 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.

                           *     *     *

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.


HYDROCARB ENERGY: Sells Barge Canal Property for $650,000
---------------------------------------------------------
Hydrocarb Energy Corporation sold its Barge Canal Welder oil and
gas leases on March 25, 2014.  The sale price was $650,000.  The
Company received net proceeds of $625,000.  The Barge Canal
property is located onshore in South Texas near the Victoria Barge
Canal in Calhoun County, Texas.  The Company also refer to this
lease as the Welder lease.  In fiscal 2013, the Barge Canal
property had $643,203 in revenue and it had $224,047 in lease
operating costs.  This property was sold to Winright Oil Company,
LLC, Company through an auction conducted by The Oil and Gas
Clearing House which received a sales commission of $25,000 from
the Company.

CFO Quits

Tyler W. Moore has resigned as the Company's chief financial
officer effective March 31, 2014.

Operational Update:

Hydrocarb Namibia

The latest high resolution aerial gravity and magnetics program,
flown by Bridgeporth, Ltd., has been processed, interpreted and
finalized.  The survey was flown over the entire 21,300 sq. km.
(5.3 million acre) Owambo concession comprising blocks 1714A,
1715, 1814A, 1815A in northern Namibia adjacent to the Angola
border.  Excellent survey results thus far have identified
numerous potential leads.  The Company's technical team is
currently evaluating the entire survey and is in the process of
laying out a regional exploration 2-dimensional (2D) seismic
program over identified leads.

Galveston Bay Energy

The Company's domestic engineering and work-over plans are on
track.  An extremely cold winter in Texas caused significant
production curtailments, and downtime was used to upgrade existing
facilities with line heaters and other equipment required to
maintain production during future cold spells.  Plans were also
made to enhance the availability of gas used to power and operate
the Company's facilities in the four fields.  The sale of the
Company's Barge Canal Field in South Texas has allowed the Company
to launch operations to create sustainable production increases in
the Company's Galveston Bay assets.

Otaiba Hydrocarb

The Company's Abu Dhabi based oil field services company, Otaiba
Hydrocarb LLC, (OHC) is completing a financial audit, the last
step required to finalize the registration process.  The Company's
ability to receive service contracts will enable OHC to commence
full oil field services utilizing the Company's comprehensive oil
and gas field services license issued by the Supreme Petroleum
council of the UAE.

                       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 July 31, 2013, the Company had
$26.27 million in total assets, $16.91 million in total
liabilities and $9.36 million in total stockholders' equity.


IBARRA SHEET METAL: Files for Chapter 7 Liquidation
---------------------------------------------------
Ibarra Sheet Metal LLC filed a Chapter 7 bankruptcy petition
(Bankr. M.D. Fla. Case No. 14-04764) on April 25, 2014, in Central
Florida.  The Debtor estimated $0 to $50,000 in assets and
liabilities.  The meeting of creditors is set for June 3,
according to The Orlando Sentinel.

The Ocala, Florida-based company is represented by:

         Walter F Benenati, Esq.
         Walter F Benenati, Credit Attorney PA
         105 E Robinson Street, Suite 302
         Orlando, FL 32801
         Tel: (407) 236-7171
         Fax: (407) 236-7667
         E-mail: wfbenenati@gmail.com


INFINITY ENERGY: Delays 2013 Form 10-K
--------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form
12b-25 with respect to its annual report on Form 10-K for the
period ended Dec. 31, 2013.  The Company was unable to timely file
its Annual Report on Form 10-K for the year ended Dec. 31, 2013,
due to an unanticipated delay in connection with its preparation,
review and filing.

                       About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $4.76 million in total assets, $5.74 million in total
liabilities, $15.17 million in redeemable, convertible preferred
stock, and stockholders' deficit of $16.15 million.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


INFUSYSTEM HOLDINGS: Posts $583,000 Net Income in First Quarter
---------------------------------------------------------------
Infusystem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $583,000 on $17.24 million of net revenues for the
three months ended March 31, 2014, as compared with net income of
$51,000 on $14.70 million of net revenues for the same period last
year.

As of March 31, 2014, the Company had $78.25 million in total
assets, $34.80 million in total liabilities and $43.44 million in
total stockholders' equity.

As of March 31, 2014, the Company had cash and cash equivalents of
$0.5 million and $6.2 million of availability on the Credit
Facility compared to $1.1 million and $5.9 million, respectively,
at Dec. 31, 2013.

"First quarter results reflect solid across-the-board
performance," stated Eric K. Steen, chief executive officer.
"Organic growth of pump rentals and infusion product sales are
generating the cash necessary to enable investments in new IT
systems that are expected to further accelerate current business
gains.  At the same time, we continue to gain meaningful traction
in the pain management area.  This is in large part fueled by
recent investments in sales and marketing efforts," he added.

Mr. Steen also commented on current Executive Chairman Ryan
Morris, who will be assuming the role of Non-Executive Chairman
following the Company's May 8 Annual Meeting of Stockholders.
"Ryan was the inspiration and impetus for the transformational
change that has taken place at InfuSystem since his successful
activist-led team gained control a little more than two years ago.
His efforts are reflected in today's far-stronger organization and
significantly higher shareholder valuation.  I look forward to his
continuing contributions."

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

                         http://is.gd/wJfeuu

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings reported net income of $1.66 million in 2013,
a net loss of $1.48 million in 2012 and a net loss of $45.44
million in 2011.

                            *   *    *

This concludes the Troubled Company Reporter's coverage of
InfuSystem Holdings until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


INTELLICELL BIOSCIENCES: $746,091 Conv. Debenture Matures in 2015
-----------------------------------------------------------------
Intellicell Biosciences, Inc., issued and sold a convertible
debenture to Dominion Capital LLC in the principal amount of
$746,091.  The Debenture was issued in full and complete
satisfaction of the Company's obligations to the Holder under that
certain Demand Promissory Note in the original principal amount of
$535,833 issued by the Company to the Holder on Aug. 23, 2013.

The Debenture will mature on or before March 24, 2015, and will
accrue interest at an annual rate equal to 7.5 percent.  That
interest will be paid on the Maturity Date (or sooner as provided
in the Debenture) in accordance with the terms of the Debenture at
the applicable Conversion Price (as defined in the Debenture).  At
any time, and at its sole option, the Holder will be entitled to
convert a portion or all amounts of principal and interest due and
outstanding under the Debenture into shares of the Company's
common stock at a price equal to 48.5 percent of the average of
the three lowest prices per share of reported trades of the Common
Stock on the OTC Markets or on the exchange which the Common Stock
is then listed as quoted by Bloomberg, LP, during the 20 trading
days preceding the conversion date.

Pursuant to the terms of the Debenture, the Holder will have the
right of first refusal in the event the Company, within the period
of eighteen (18) months following the Effective Date, intends to
raise additional capital by the issuance or sale of capital stock
of the Company, including, without limitation, shares of any class
of its Common Stock, any class of preferred stock, options,
warrants or any other securities convertible or exercisable into
shares of Common Stock.  Furthermore, the Debenture is
exchangeable for an equal aggregate principal amount of Debentures
of different authorized denominations, as requested by the Holder
surrendering the same.

Unless the Holder provides 65 days prior written notice to the
Company, the Company will not effect any conversion, and the
Holder will not have the right to convert any portion of the
Debenture to the extent that after giving effect to such
conversion, the Holder (together with any affiliate of the Holder)
would beneficially own more than 9.99 percent of the then issued
and outstanding shares of Common Stock.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell disclosed a net loss of $4.15 million on $534,942 of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $32.83 million on $99,192 of revenues during the prior
year.  The Company's balance sheet at June 30, 2013, showed $3.70
million in total assets, $10.57 million in total liabilities and a
$6.86 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP stated in their report
that the Company's financial statements for the fiscal years ended
Dec. 31, 2012, and 2011, were prepared assuming that the Company
would continue as a going concern.  The Company's ability to
continue as a going concern is an issue raised as a result of the
Company's recurring losses from operations and its net capital
deficiency.  The Company continues to experience net operating
losses.  The Company's ability to continue as a going concern is
subject to its ability to generate a profit.


INVESTORS CAPITAL: Gets Chapter 11 Case Dismissed
-------------------------------------------------
Bankruptcy Judge Joan A. Lloyd dismissed the bankruptcy case of
Investors Capital Partners II, LP, in a ruling issued in late
March 2014.

The Court issued the ruling on the motion of PBI Bank, Inc.  In
the alternative, PBI Bank sought a conversion of the case into a
Chapter 7 liquidation.

As previously reported by The Troubled Company Reporter, PBI Bank
asserted that the Debtor has acquired significant financial
losses and is unable to propose a confirmable plan.  The Bank also
alleged the bankruptcy case was filed in bad faith.

The Bankruptcy Court, in early February 2014, denied the Chapter
11 plan proposed by the Debtor, and terminated as moot its motion
regarding certain plan modifications and clarifications.

Counsel for PBI Bank is:

          MORGAN AND POTTINGER, P.S.C.
          Bradley S. Salyer
          601 West Main Street
          Louisville, Kentucky 40202
          Tel No: (502) 560-6762

                   About Investors Capital II

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

Laura Day DelCotto, Esq., and Amelia Martin Adams, Esq., at
DelCotto Law Group, PLLC, represent the Debtor as counsel.

In court filings, the Debtors said their lenders have attempted to
foreclose against the Debtors' assets, and the Debtors have been
unable to reach agreements with their lenders that would allow the
Debtors to reorganize their debts in an orderly manner; thus, the
Debtors have little option except for the development of a joint
plan to reorganize operations and restructure debts for the
benefit of all creditors and parties in interest.


IRISH BANK: Developer's Claims Over Tampa Mall Tossed
-----------------------------------------------------
Law360 reported that a Delaware bankruptcy judge dismissed claims
brought by a real estate developer against Chapter 15 debtor Irish
Bank Resolution Corp. and the Tampa Port Authority over its failed
attempts to acquire rights in a Florida shopping mall, ruling that
the allegations lacked substance.

According to the report, developer Liberty Channelside LLC
contended the port authority improperly frustrated its
arrangements to purchase the ground lease to the mall or the
leaseholder's mortgage, then took advantage of the resulting
situation and reached its own deal to buy the loan.

                    About Irish Bank Resolution

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

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

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

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

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.


JAMES RIVER: US Trustee Forms Five-Member Creditors' Committee
--------------------------------------------------------------
The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors for the Chapter 11 cases
of James River Coal Company and its debtor-affiliates.

The members of the Committee are:

  a) U.S. Bank National Association as Indenture Trustee
     Global Corporate Trust Services
     Attn: Julie J. Becker
     60 Livingston Ave.
     EP-MN-WS1D
     St. Paul, MN 55107
     Tel: 651-466-5869
     Fax: 651-466-7401
     Email: julie.becker@usbank.com

  b) Aquatic Resources Management
     Attn: Josh Howard
     2265 Harrodsburg Rd., Suite 100
     Lexington, KY 40504
     Tel: 859-388-9595
     Email: jhoward@aquaticresources.us

  c) Mine Service Company
     Attn: Wallace Cornett
     P.O. Box 858
     Hazard, KY 41702
     Tel: 606-436-3191
     Fax: 606-436-3194
     Email: wcornett@windstream.net

  d) BTG Pactual
     Attn: Eric Mark
     601 Lexington Ave., 57th Floor
     New York, NY 10022
     Tel: 212-293-4601
     Fax: 212-293-4609
     Email: eric.mark@btgpactual.com

  e) Pension Benefit Guaranty Corporation
     Attn: Michael Strollo
     1200 K Street N.W. Suite 340
     Washington, D.C. 20005-4026
     Phone: 202-326-4000 ext 4907
     Fax: 202-842-2643
     Email: strollo.michael@pbgc.gov

The Committee has retained as counsel:

     Michael S. Stamer, Esq.
     Alexis Freeman, Esq.
     Jack M. Tracy II, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     One Bryant Park
     New York, NY 10036-6745
     Tel: (212) 872-1000
     Email: jtracy@akingump.com

          - and -

     Charles Gibbs, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     1700 Pacific Avenue, Suite 4100
     Dallas, TX 75201-4624
     Tel: (214) 969-2800
     Email: cgibbs@akingump.com

          - and -

     Jonathan L. Gold, Esq.
     Christopher L. Perkins, Esq.
     Christian K. Vogel, Esq.
     LeCLAIRRYAN, A Professional Corporation
     Riverfront Plaza, East Tower
     951 East Byrd Street
     Richmond, VA 23219
     Tel: (804) 783-2003
     Email: jonathan.gold@leclairryan.com
            christopher.perkins@leclairryan.com
            christian.vogel@leclairryan.com

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.


JAMES RIVER: Committee et al. Balk at DIP Financing Fees
--------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of James River Coal Company and its debtor-affiliates,
together with creditors Natural Resource Partners L.P., ACIN LLC,
and WPP LLC; and Kentucky River Properties LLC and Timberlands
LLC, object to the Debtors' request to obtain post-petition
financing and access cash collateral.

The Committee tells the U.S. Bankruptcy Court for the Eastern
District of Virginia that, through the DIP motion, the Debtors
seek approval of a financing facility that is extraordinarily
expensive and unduly restrictive and, therefore, in its current
form, should not be approved.  The Committee points out that the
cost of the DIP financing facility, when the interest rate and the
excessive fees are included, is over 21% per annum.  The fees
alone comprise approximately 12% of the cost of the DIP Financing
Facility on an annualized basis.  In addition, the combination of:

   a) the proposed "original issue discount" of 3.5%:

   b) the arranger fee of 4.0%; and

   c) a 1% premium upon the occurrence of any prepayments exceeds
      market rates.

Further, the prepayment premium is not only an inappropriate
provision in debtor in possession financing facilities but the
triggering of such premium on all mandatory prepayments makes the
premium nothing more than disguised additional OID, the Committee
says.

The Committee points out the fees should be adjusted to reflect
market rates and the prepayment premium should be struck entirely
from the proposed DIP financing facility.  The excessive fees
charged by the DIP lenders are exacerbated when viewed in
connection with the $20 million of mandatory amortization payments
required shortly after the final draw. Indeed, the $20 million of
mandatory amortization payments are required to be repaid well
before the Debtors could ever conceivably require that same $20
million amount of incremental liquidity, and the Debtors' budget
does not contemplate using this incremental liquidity.

According to the Committee, the sole economic impact of this
additional $20 million borrowing is to benefit the Lenders by the
addition of millions of dollars of fees, prepayment penalties, and
interest payments to what is in economic reality a $90 million
financing facility. Thus, these portions of the proposed DIP
Financing Facility that serve only to benefit the DIP Lenders and
provide negligible, if any, benefit to the Debtors and their
estates, should not be approved, the Committee adds.

The Committee notes the proposed DIP financing facility:

   a) inappropriately restricts the Committee's ability to
      challenge the liens granted under the Debtors' prepetition
      existing agreements;

   b) seeks to waive rights under Bankruptcy Code section 506(c);

   c) deems the automatic stay lifted during the continuance of an
      event of default and inappropriately limits the arguments
      with respect to a hearing to re-impose or continue the
      automatic stay; and

   d) contains other unnecessary and off-market provisions that
      limit the flexibility required by the Debtors under the
      circumstances of these chapter 11 cases.

The Committee says the Debtors fail to meet their burden of
proving that the proposed DIP financing facility is fair,
reasonable and adequate and in the best interests of creditors.

On the other hand, Bond Safeguard Insurance Co. and Lexon
Insurance Co. say they support the Debtors' DIP request on
grounds that the existing letters of credit must continue to be
maintained, and cash collateral account agreement is executed by
the appropriate parties and properly maintained by the account
parties.

Robert S. Westermann, Esq., at Hirschler Fleischer P.C.,
represents Bond Safeguard as its local counsel.  Mr. Westermann
can be reached at:

   Robert S. Westermann, Esq.
   HIRSCHLER FLEISCHER, P.C.
   The Edgeworth Building
   2100 East Cary Street
   P.O. Box 500
   Richmond, VA 23218-0500
   Tel: (804) 771-9500
   Fax: (804) 644-0957
   Email: rwestermann@hf-law.com

Natural Resource Partners L.P., WPP LLC, and ACIN LLC; and
Kentucky River Properties LLC and Timberlands, LLC are represented
by:

   Jennifer M. McLemore, Esq.
   CHRISTIAN & BARTON, LLP
   909 East Main Street, Suite 1200
   Richmond, Virginia 23219-3095
   Tel: (804) 697-4100
   Fax: (804) 697-6112
   Email: jmclemore@cblaw.com

                    $110 Million DIP Financing

The Debtors were slated to return to the bankruptcy court on May 7
for a final hearing on their request to obtain $110 million of
postpetition financing from a syndicate of lenders, with Cantor
Fitzgerald Securities acting as sole administrative agent and
collateral agent.

As reported in the Troubled Company Reporter on April 24, 2014,
the Debtors intended to preserve and enhance their businesses and
continue to explore various strategic alternatives, including a
possible sale of some or substantially all of their assets and/or
a reorganization pursuant to a third-party sponsored plan of
reorganization, through the use a postpetition credit facility
consisting of a $110 million superpriority senior secured debtor
in possession term facility.

Approximately $4.4 million of the DIP facility will be used to pay
all accrued and unpaid fees, expenses and other charges payable
under the prepetition credit facility with General Electric
Capital Corporation, and the amounts outstanding under a Master
Lease Agreement between GECC, as lessor, and James River Coal, as
lessee, dated as of September 19, 2006, and approximately $29.9
million will be used to cash collateralize the existing letters of
credit issued under the prepetition credit facility, thereby
providing the Debtors with $48.1 million of aggregate incremental
liquidity and the ability to maintain their existing letters of
credit.

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.


JAMES RIVER: Asset Sale Procedures Facing Protest
-------------------------------------------------
Several creditors object the motion to approved the proposed
procedures for the sale of all or substantially all assets filed
by James River Coal Company and its debtor-affiliates in the U.S.
Bankruptcy Court for the Eastern District of Virginia.  The
objecting creditors are:

  -- The Elk Horn Coal Company LLC , Alma Land Company,
     Appalachian Land Company, KYBC Land Corporation, Alma Coal
     Corporation, and Big Oak Land Corporation;

  -- Natural Resource Partners L.P., WPP LLC, and ACIN LLC; and

  -- Kentucky River Properties LLC and Timberlands, LLC,

These creditors hold separate leases against the Debtors.

According to the creditors, they have no objection to the majority
of the relief requested by the Debtors in the sale motion.  They,
however, balk at certain of the procedures requested by the
Debtors regarding assumption or assumption and assignment of
leases, and the payment of cure amounts.  The Creditors note the
motion will identify the entity to which the Debtors will seek to
assign an assumed lease; however, nothing in the motion or the
proposed assumption and assignment notice discloses any additional
information regarding a proposed assignee.

The Creditors point out the Debtors must provide them with
sufficient information to evaluate a proposed assignee's ability
to provide adequate assurance of future performance.

Bond Safeguard Insurance Co. and Lexon Insurance Co. have
expressed support on the Debtors' request to sell their assets.

Jennifer M. McLemore, Esq., at Christian & Barton LLP, represents
the Objecting Creditors as their counsel.

Robert S. Westermann, Esq., at Hirschler Fleischer P.C.,
represents Bond Safeguard as its local counsel.

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.


JAMES RIVER: Section 341(a) Meeting Slated for June 24
------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
of James River Coal Company and its debtor-affiliates on June 24,
2014, at 2:00 p.m., in Office of the U.S. Trustee, 701 East Broad
Street - Suite 4300 in Richmond, Virginia.

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.

Meanwhile, James River Coal has filed a list of equity security
holders with the U.S. Bankruptcy Court for the Eastern District of
Virginia.  A full-text copy of the list is available for free at
http://is.gd/4YzjUH

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.


JAMES RIVER: Nasdaq to Delist Common Stock Effective May 12
-----------------------------------------------------------
The Nasdaq Stock Market, Inc. has determined to remove from
listing the common stock of James River Coal Company, effective at
the opening of the trading session on May 12, 2014.  Based on
review of information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rules 5450(a)(1) and 5250(c)(1).
The Company was notified of the Staffs determination on April 8.
The Company did not appeal the Staff determination to the Hearings
Panel, and the Staff determination to delist the Company became
final on April 17.

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.


JOAN FABRICS: Unpaid 2007 Taxes Don't Violate Sale Order
--------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi denied the request of Mr.
Fred Godley, the buyer of several lots of real estate in
Rutherford County, North Carolina, from Joan Fabrics Corporation
and Madison Avenue Designs, LLC, to enforce the sale order, and
hold the county in contempt and impose appropriate sanctions. The
sale, which occurred under 11 U.S.C. Sec. 363, was approved by the
Court on July 5, 2007.  Unpaid county taxes have been asserted
against the purchaser, and the purchaser is of the belief that the
terms of the sale prohibit the county from seeking satisfaction of
such amounts from the purchaser.  The Court held that the asserted
personal property tax claim falls within the definition of a
Permitted Encumbrance under the parties' sale contract, the
purchaser bought the property subject to the Permitted
Encumbrances, and thus the unpaid 2007 taxes are not in violation
of the Sale Order.

A copy of the Court's May 5, 2014 Opinion is available at
http://is.gd/EG6uXIfrom Leagle.com.

Counsel for Alfred T. Giuliano, the Chapter 7 Trustee for the
estates of Joan Fabrics Corporation, et al.:

     Sheldon K. Rennie, Esq.
     Seth A. Niederman
     FOX ROTHSCHILD LLP
     Citizens Bank Center
     919 North Market Street, Suite 300
     P.O. Box 2323
     Wilmington, DE  19899-2323
     Tel: 302-654-7444
     Fax: 302-656-8920
     E-mail: sniederman@foxrothschild.com
             srennie@foxrothschild.com

          - and -

     Michael G. Menkowitz, Esq.
     Magdalena Schardt, Esq.
     2000 Market St., 20th Floor
     Philadelphia, PA 19103-3222
     Tel: 215-299-2000
     Fax: 215-299-2150
     E-mail: mmenkowitz@foxrothschild.com
             mschardt@foxrothschild.com

Counsel for Fred Godley:

     Michael R. Lastowski, Esq.
     Christopher M. Winter, Esq.
     DUANE MORRIS LLP
     222 Delaware Avenue, Suite 1600
     Wilmington, DE 19801-1659

Counsel for Rutherford County:

     Joseph M. Barry, Esq.
     Justin H. Rucki, esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     Rodney Square
     1000 North King Street
     Wilmington, DE 19801
     Tel: 302-571-6600
     Fax: 302-571-1253

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactured automotive and furniture upholstery fabrics.  The
company had a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs LLC, filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl
Young Jones & Wein represented the Debtors in their restructuring
efforts.  Bradford J. Sandler, Esq., at Benesch Friedlander
Coplan & Aronoff and David A. Matthews, Esq., at Shumaker, Loop
& Kendrick, LLP represented the Official Committee of Unsecured
Creditors.  The Debtors' exclusive period to file a plan expired
on Aug. 8, 2007.  The Debtors' schedules of assets and
liabilities disclose total assets of US$48,896,091 and total
debts of US$80,190,872.

On Nov. 19, 2007, the Court entered an order converting the
Debtors' Chapter 11 case to a case under Chapter 7 of the
Bankruptcy Code.  The Debtors sought conversion after being barred
from using their lenders' cash collateral.  Alfred T. Giuliano was
named the Chapter 7 Trustee.


KEEVEY INC: Files for Ch. 11; Creditors' Meeting on June 2
----------------------------------------------------------
Keevey Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 14-04929) on April 29, 2014, in Central Florida.
The Debtor estimated $0 to $50,000 in assets and $100,000 to
$500,000 in liabilities.  The meeting of creditors is slated for
June 2, according to The Orlando Sentinel.

The Orlando, Florida-based company is represented by:

         Shannon Marie Charles, Esq.
         HARRISON BERRY, P.A.
         1330 Palmetto Avenue
         Winter Park, FL 32729
         Tel: (407) 443-4710
         E-mail: scharles@charlesmaynardlaw.com


KEMET CORP: Signs Amendment No. 5 to BofA Loan Agreement
--------------------------------------------------------
KEMET Electronics Corporation and its subsidiaries KEMET Foil
Manufacturing, LLC, KEMET Blue Powder Corporation as "U.S.
Borrowers," and KEMET Electronics Marketing (S) PTE LTD., and,
together with U.S. Borrowers, collectively, "Existing Borrowers,"
entered into Amendment No. 5 to Loan and Security Agreement and
Joinder with Bank of America, N.A., as agent for the Lenders,
which amends the Loan and Security Agreement dated as of Sept. 30,
2010.  In connection with and as part of the Amendment, Existing
Borrowers also entered into a Second Amended and Restated Revolver
Note.  The Loan Agreement provides a $50 million revolving line of
credit, which is bifurcated into a U.S. facility (for which KEC,
KEMET Foil, and KEMET Blue are the borrowers) and a Singapore
facility (for which KEMET Singapore is the borrower).

As its principal features, the Amendment:

   (a) extends the maturity date of the facilities from Sept. 30,
       2014, to Dec. 31, 2015;

   (b) reduces by 0.50 percent the Applicable Margin on borrowings
       based on the London Interbank Offer Rate ("LIBOR") or the
       Base Rate, as selected by the Borrower such that, depending
       upon the fixed charge coverage ratio of KEMET Corporation
       and its subsidiaries on a consolidated basis as of the
       latest test date, the applicable margin under the U.S.
       facility varies between 2.50% and 3.00% for LIBOR advances
       and 1.50% and 2.00% for base rate advances, and under the
       Singapore facility varies between 2.75% and 3.25% for LIBOR
       advances and 1.75% and 2.25% for base rate advances;

   (c) modifies the borrowing base to which the U.S. and Singapore
       facilities are subject, such that the borrowing base
       consists of: in the case of the U.S. facility, (A) 85% of
       KEC's accounts receivable that satisfy certain eligibility
       criteria plus (B) the lesser of (i) $6,000,000 and (ii) (a)
       on or prior to Agent's receipt of an updated Inventory
       Appraisal and Agent's approval thereof, 40% of the value of
       Eligible Inventory and (b) upon Agent?s receipt of an
       updated Inventory Appraisal, 85% of the net orderly
       liquidation value of the Eligible Inventory plus (C) the
       lesser of $5,075,000 and 80% of the net orderly liquidation
       percentage of the appraised value of equipment that
       satisfies certain eligibility criteria, as reduced on the
       first day of each fiscal quarter occurring after the
       Amendment effective date in an amount equal to one-
       twentieth (1/20) of such appraised value less (D) certain
       reserves, including certain reserves imposed by the
       administrative agent in its permitted discretion, and in
       the case of the Singapore facility, (A) 85% of KEMET
       Singapore's accounts receivable that satisfy certain
       eligibility criteria as further specified in the Amendment,
       less (B) certain reserves, including certain reserves
       imposed by the administrative agent in its permitted
       discretion;

   (d) modifies the Unused Line Fee Rate to (A) 0.50% per annum if
       the average daily balance of Revolver Loans and stated
       amount of Letters of Credit was 50% or less of the Revolver
       Commitments during the preceding calendar month, or (B)
       0.375% per annum if the average daily balance of the
       Revolver Loans and stated amount of Letters of Credit was
       50% or less of the Revolver Commitments during the
       preceding calendar month; and (e) includes The Forest
       Electric Company as an additional Borrower under the Loan
       Agreement.

In connection with the Amendment, KEC paid the Lenders a fee of
$75,000.

A copy of the Amendment No. 5 to Loan and Security Agreement,
dated April 30, 2014, among KEMET Electronics Corporation and its
subsidiaries KEMET Foil Manufacturing, LLC, KEMET Blue Powder
Corporation, and KEMET Electronics Marketing (S) PTE LTD., as
Borrowers, and Bank of America, N.A., as agent for the Lenders, is
available for free at http://is.gd/5GR9Yn

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

KEMET Corp disclosed a net loss of $82.18 million on $842.95
million of net sales for the fiscal year ended March 31, 2013, as
compared with net income of $6.69 million on $984.83 million of
net sales for the year ended March 31, 2012.  For the six months
ended Sept. 30, 2013, the Company incurred a net loss of $48.23
million on $415.46 million.

The Company's balance sheet at Dec. 31, 2013, showed $862.32
million in total assets, $624.49 million in total liabilities and
$237.82 million in total stockholders' equity.

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Simpsonville,
S.C.-based KEMET Corp. to 'B-' from 'B+'.

"The downgrade is based on continued top-line and margin pressures
and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.


KEYWELL LLC: Joseph Freedman Resigns as Committee Member
--------------------------------------------------------
The U.S. Trustee for Region 11 on May 2 announced the resignation
of Joseph Freedman Co., Inc. from the official committee of
unsecured creditors in the Chapter 11 case of SGK Ventures LLC,
formerly known as Keywell, LLC.

The unsecured creditors' committee is now composed of:

  Creditor                             Representative
  ---------                            --------------
  Ferrous Processing & Trading         Howard Sherman
  FPT Cleveland

  SA Recycling LLC                     Dan Navabpour

  Omni Source Corporation              Marlene Sloat

  Schnitzer Steel Industries           James Devine

  Schupan & Sons, Inc.                 Andrew Knowlton

  Terrapin Metals Recycling LLC        Matthew Smith

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the debtors'
expense. They may investigate the debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the debtors'
expense. They may investigate the debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

The U.S. Trustee's counsel may be reached at:

     Kimberly Bacher, Esq.
     OFFICE OF THE U.S. TRUSTEE
     219 S. Dearborn, Room 873
     Chicago, IL 60604
     Tel: (312) 353-5014

                        About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier signed the petition as president
and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In its amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.

Judge Eugene R. Wedoff presides over the case.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel.  Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million.  The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.

Keywell LLC changed its name and case caption to "SGK Ventures,
LLC" following the sale.


LITTLE ANGEL: Pro Se Filer's Creditors Meeting Set for June 2
-------------------------------------------------------------
Little Angel Silver Star LLC, filed a Chapter 11 petition (Bankr.
M.D. Fla. 04-04789) on April 25, 2014 in Central Florida.  The
Debtor estimated $50,000 to $100,000 in liabilities.  The meeting
of creditors is slated for June 2, according to the Orlando
Sentinel.  The Orlando, Florida-based company filed the case pro
se.


LAST MILE: Plan of Liquidation Confirmed by Judge
-------------------------------------------------
U.S. Bankruptcy Judge Sean H. Lane confirmed the First Amended
Joint Plan of Liquidation filed by debtor Last Mile Inc. and the
Official Committee of Unsecured Creditors at a hearing on March
27, 2014.

In accordance with the Plan, Alan D. Halperin is appointed as the
Estate Representative and the Plan will be administered by the
Estate Representative.

Pursuant to the Plan, the Creditor Funds and the proceeds
recovered from prosecution and/or settlement of the Preference
Actions after the payment of certain related fees and expenses
will be transferred to the Estate Representative as of the
Effective Date for distribution to creditors in accordance with
the Plan.  Following the Effective Date, the Creditor Funds and
the Net Preference Proceeds will be administered by the Estate
Representative, who is an independent third party with no
connections to the Debtor or its pre-petition officers or
directors.  The Estate Representative will continue to prosecute
the Preference Actions on behalf of the estate.

The Plan treats creditors as follows:

   A. Class 1 (GLC Claims) which consist of any and all claims
      arising prior to the Petition Date that could be asserted
      against the Debtor by GLC (on behalf of GLC and/or The Board
      of Trustees of the Leland Stanford Junior University).
      After giving effect to the Sale Transaction, Holders of GLC
      Claims (Class 1) will receive 70% of the Net Preference
      Proceeds in accordance with the Preference Standing
      Stipulation and the Exit Term Sheet in full and final
      settlement and satisfaction of the Allowed GLC Claims and no
      other payment or reserve will be made on account of such
      Allowed GLC Claims.  Class 1 has voted to accept the Plan.

   B. Class 2 (General Unsecured Claims) consists of any Claim
      that is not an Administrative Claim, Professional Claim,
      Priority Claim or GLC Claim (Class 2).  Holders of Allowed
      Class 2 Claims shall be paid its pro rata share of (i) the
      Creditor Funds and (ii) the Net Estate Preference Proceeds
      after payment of all costs of post-confirmation
      administration that exceed the Professionals Fund.  It is
      projected that distributions to General Unsecured Creditors
      will about 6% to 15% of their Allowed General Unsecured
      Claims.  Class 2 has voted to accept the Plan.

   C. Class 3 (Indemnity Claims) consists of all indemnity
      claims against the Debtor including, but not limited to, the
      indemnity claims of the members of the Debtor's board of
      directors as evidenced by the Director Proofs of Claim.
      Holders of Allowed Class 3 Claims will receive the benefit
      of the Releases in full and final settlement and
      satisfaction of the Indemnity Claims and, provided the
      Releases are approved as part of this Plan, no other payment
      or reserve will be made on account of such Indemnity Claims.
      Class 3 is unimpaired and is not entitled to vote on the
      Plan.

   D. Class 4 (Interests) consists of Holders of the Debtor's
      equity interests.  Class 4 Interest holders will receive no
      distribution under the Plan and all Interests shall be
      cancelled and extinguished.  Class 4 is presumed to have
      rejected the Plan.

The Plan is the product of arm's-length negotiations among the
Debtor, the Committee, and GLC, with input from other creditors
and parties in interest, and provides for an orderly liquidation
of the Debtor and distributions to creditors in accordance with
the absolute priority scheme of the Bankruptcy Code.

A copy of the First Amended Joint Plan of Liquidation is available
for free at:

    http://bankrupt.com/misc/LastMile_448_1stamendedplan.pdf

                          Plan Objection

Prior to the hearing, Level 3 Communications filed an objection to
the Plan.

Joseph O'Neil, Jr., Esq., of Montgomery McCracken Walker & Rhoads
LLP, representing Level 3, relates that prior to the Petition
Date, Level 3 and the Debtor were parties to a telecommunication
services agreement for telecommunication services.  As of the
Petition Date, the Debtor owed Level 3 $89,298.13, on which Level
3 timely filed its proof of claim.

The Debtor proposed to cure the Level 3 defaults with a payment of
$43,067.72 -- an amount less than half of what is due and owing by
the Debtor to Level 3.  Level 3 objected to the initial proposed
Cure Schedule and the Court thereafter entered its Assumption
Order.

Mr. O'Neil stated that the Assumption Order specifically excluded
the Level 3 Agreement from assumption and assignment although the
Debtor continued to use the services.  Despite repeated attempts
by Level 3, the Debtor has not engaged in meaningful settlement
discussions with Level 3 on the cure dispute.

                           About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Thomas A. Pitta, Esq. at Emmet, Marvin & Martin, LLP
represents the Debtor in its restructuring effort. In its
schedules, the Debtor disclosed $11,757,058 in assets and
$23,300,655 in liabilities.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Last Mile Inc., aka Sting Communications.
Halperin Battaglia Raicht, LLP, serves as counsel for the
Committee.


MACROSOLVE INC: Merges Into Subsidiary Drone Aviation
-----------------------------------------------------
Macrosolve, Inc., entered into an agreement and plan of merger
with its wholly-owned subsidiary, Drone Aviation Holding Corp.,
pursuant to which Macrosolve merged with and into Drone Aviation
Holding Corp. (the post-merger company) for the purpose of
reincorporating the Company in the State of Nevada.  Pursuant to
the Merger, every 50.56186 shares of common stock of Macrosolve,
other than shares that are owned by stockholders exercising
appraisal rights, were converted into one share of common stock,
par value $0.0001, of the Company, with the same rights, powers
and privileges as the shares prior to that conversion.

Pursuant to the Merger Agreement, (i) each share of Series C
Convertible Preferred Stock of Macrosolve, other than shares that
are owned by stockholders exercising appraisal rights, were
converted into one share of Series A Convertible Preferred Stock
of the Company, (ii) each share of Series D Convertible Preferred
Stock of Macrosolve, other than shares that are owned by
stockholders exercising appraisal rights, were converted into one
share of Series B Convertible Preferred Stock of the Company, and
(iii) each share of Series D-1 Convertible Preferred Stock of
Macrosolve, other than shares that are owned by stockholders
exercising appraisal rights, were converted into one share of
Series B-1 Convertible Preferred Stock of the Company

Prior to the Merger, Macrosolve had 198,219,104 shares of common
stock issued and outstanding.  Subsequent to the Merger, as a
result of the Merger Exchange Ratio, the Company has approximately
3,920,329 shares of common stock issued and outstanding.

On April 29, 2014, prior to the Merger, Macrosolve sold an
aggregate of $120,000 of its preferred stock to an accredited
investor pursuant to a subscription agreement.  Pursuant to the
Subscription Agreement, upon consummation of the Merger, the
Company would designate 355,000 shares of preferred stock, $0.0001
par value per share, as Series C Convertible Preferred Stock and
would issue all of those shares of Series C Convertible Preferred
Stock to the Investor in consideration for the Purchase Price.  On
May 1, 2014, subsequent to consummation of the Merger, the Company
filed a Certificate of Designation of Preferences, Rights and
Limitations of Series C Convertible Preferred Stock with the
Secretary of State of the State of Nevada and issued the shares to
the Investor.

Each share of Series C Preferred Stock is convertible, at the
option of the holder, at any time into one hundred (100) shares of
the Company's common stock, par value $0.0001 per share, and has a
stated value of $0.0001.  That conversion ratio is subject to
adjustment in the case of stock splits, stock dividends,
combination of shares and similar recapitalization transactions.
The Company is prohibited from effecting the conversion of the
Series C Preferred Stock to the extent that, as a result of such
conversion, the holder will beneficially own more than 4.99
percent (or, if such limitation is waived by the holder upon no
less than 61 days prior notice, 9.99 percent) in the aggregate of
the issued and outstanding shares of the Company's common stock
calculated immediately after giving effect to the issuance of
shares of common stock upon the conversion of the Series C
Preferred Stock.

The number of shares of preferred stock designated as Series C
Preferred Stock and the purchase price paid therefore is
reflective of the Merger Exchange Ratio and no further adjustment
to the number of shares of Series C Preferred Stock sold, the
conversation ratio of the Series C Preferred Stock and the
purchase price paid therefore will be made as a result of the
consummation of the Merger.

On April 29, 2014, prior to the Merger, Drone Aviation Holding
Corp. filed with the Secretary of State of the State of Nevada (i)
a Certificate of Designation for the Series A, setting forth the
rights, powers, and preferences of the Series A Preferred Stock
(ii) a Certificate of Designation for the Series B, setting forth
the rights, powers, and preferences of the Series B Preferred
Stock (ii) a Certificate of Designation for the Series B-1,
setting forth the rights, powers, and preferences of the Series B-
1 Preferred Stock and on May 1, 2014, subsequent to the Merger,
the Company filed with the Secretary of State of the State of
Nevada a Certificate of Designation for the Series C Preferred
Stock, setting forth the rights, powers, and preferences of the
Series C Preferred Stock.

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

                         http://is.gd/t7J7oh

                        About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

The Company's balance sheet at Sept. 30, 2013, showed $1.49
million in total assets, $1.01 million in total liabilities and
$476,842 in total stockholders' equity.  Macrosolve, Inc.,
incurred a net loss of $1.77 million in 2012, a net loss of $2.53
million in 2011 and a net loss of $1.92 million in 2010.


MAJESTIC STAR: Withdraws Registration Statement With SEC
--------------------------------------------------------
The Majestic Star Casino, LLC, on April 28 wrote a letter to the
Securities and Exchange Commission, requesting for the withdrawal
of its Registration Statement on Form S-4, originally filed with
the Securities and Exchange Commission on Dec. 23, 2011, as
amended by the Amendment No. 1 to Registration Statement on Form
S-4, filed with the Commission on Feb. 13, 2012, together with all
exhibits and amendments thereto.

Majestic Star Casino said it has determined not to pursue the
contemplated exchange offer at this time and requests the
immediate withdrawal of the Registration Statement. The
Registration Statement was never declared effective, and no
securities have been exchanged, sold or issued thereunder.

The Majestic Star Casino acknowledges that no refund will be made
for fees paid to the Commission in connection with filing of the
Registration Statement. However, in accordance with Rule 457(p)
under the Securities Act, it requests that all fees paid to the
Commission in connection with the filing of the Registration
Statement be credited to its account to be offset against the
filing fee for any future registration statement.

"We understand that this request for withdrawal will be deemed
granted as of the date that it is filed with the Commission
unless, within 15 calendar days after such date, the Registrant
receives notice from the Commission that this request will not be
granted," Jon S. Bennett, the Company's Sr. Vice President and
Chief Financial Officer, said in the letter.

"We appreciate your assistance. Should you need any additional
information, please feel free to contact our legal counsel,
Kimberly Copp of Taft, Stettinius & Hollister LLP (312) 836-4068,
at your convenience."

                        About Majestic Star

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.

In December 2011, The Majestic Star Casino LLC said its Joint Plan
of Reorganization has become effective and that the Company has
successfully emerged from bankruptcy.  As part of the Plan, the
Company has eliminated over $500 million in debt and its lenders
will become the new owners of Majestic Holdco, LLC, the ultimate
parent of the Company. Private investment funds managed by Wayzata
Investment Partners LLC, a Minnesota-based private equity firm,
will be the largest holders of Majestic Holdco.


MACROSOLVE INC: Incurs $240,600 Net Loss in 2013
------------------------------------------------
Macrosolve, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$240,684 on $1.45 million of revenues for the year ended Dec. 31,
2013, as compared with a net loss of $8.25 million on $2.43
million of revenues in 2012.  The Company incurred a net loss of
$2.53 million in 2011 following a net loss of $1.92 million in
2010.

As of Dec. 31, 2013, the Company had $1.22 million in total
assets, $965,308 in total liabilities and $256,564 in total
stockholders' equity.

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

                        http://is.gd/tKR0sS

                      About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.


MEMORIAL PRODUCTION: S&P Revises Outlook to Pos. & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook to positive from stable on Houston-based Memorial
Production Partners LP and affirmed its 'B' corporate credit
rating on the partnership.

S&P also placed the 'B-' issue-level rating on the partnership's
senior unsecured debt on CreditWatch with negative implications,
reflecting the likelihood that we will either affirm or lower the
issue-level rating on the notes.  The recovery rating on the notes
remains '5', indicating S&P's expectation for modest (10%-30%)
recovery in the event of a payment default.  S&P will resolve the
CreditWatch placement on this debt when we receive a PV-10
valuation of the acquired assets and more information on the
partnership's borrowing base pro forma for this acquisition
becomes available.

"The positive outlook reflects the likelihood of an upgrade if the
partnership is able to maintain debt to EBITDA below 5x on a
sustained basis," said Standard & Poor's credit analyst Christine
Besset.

S&P would consider revising the outlook to stable if it believes
leverage will exceed 5x on average, which could occur if Memorial
does not issue equity, makes further debt-financed acquisitions,
or increase significantly.


MIDWEST AG: Ohio Appeals Court Rules in Huegemann Dispute
---------------------------------------------------------
Henricus Johannes Maria (Rene) Van Bakel, Piet Berkhout, Vrebamel
BV and TRT Investments, appeal from the judgment entry of the
Fayette County Common Pleas Court overruling their motion to
dismiss for lack of personal jurisdiction the amended complaint
brought against them by Theodor Huegemann and Christiane
Huegemann.  In a May 5 Opinion, the Court of Appeals of Ohio,
Twelfth District, Fayette County, affirmed the trial court's
decision.

Among the parties' numerous agreements, Rene Van Bakel agreed to
return immediately $555,730 of the Huegemanns' money, with
interest, if the Ohio dairy farm for which the Huegemanns had
contracted was not operational by the end of 2011.  In a
succeeding contract, they agreed that if the Ohio dairy farm was
not operational by the end of 2011, then the Huegemanns could
require the payment of their entire capital investment of
$1,007,900, plus interest.  Less than two weeks after these
contracts were executed, Willy Van Bakel and Rene Van Bakel, by
and through a subsidiary, Midwest AG Investments, L.L.C.,
mortgaged the Ohio dairy farm property for $2 million and used the
proceeds to satisfy a debt owed by Vreba Hoff Genetics, L.L.C.
and/or West Kansas Dairy. The Huegemanns contend that the purpose
of this mortgage was to fraudulently convey all equity in the Ohio
farm to a third party without their knowledge or consent and that
by granting the mortgage, the Van Bakel brothers liquidated all
equity in the farm that had been promised to them.  On June 29,
2010, Midwest AG Investments, the title owner of the Ohio dairy
farm, filed for Chapter 11 bankruptcy protection. Among the listed
assets on Midwest AG Investments' bankruptcy petition was the Ohio
dairy farm that was the subject of the parties' agreements.

Midwest AG Investments, LLC, based in Wauseon, Ohio, filed for
Chapter 11 bankruptcy (Bankr. S.D. Ind. Case No. 10-09782) on June
29, 2010.  Judge James K. Coachys presided over the case.  KC
Cohen, Esq., served as the Debtor's counsel.  In its petition,
Midwest AG estimated under $50,000 in assets and $10 million to
$50 million in debts.  The petition was signed by Ad Nieuwenhuis,
vice president.

An affiliate, Union Go Dairy Leasing, LLC, filed for Chapter 11
(Case No. 10-01703) on Feb. 17, 2010.


MONARCH COMMUNITY: Reports $17,000 Net Earnings in First Quarter
----------------------------------------------------------------
Monarch Community Bancorp, Inc., reported net income of $17,000 on
$1.86 million of interest income for the three months ended
March 31, 2014, as compared with a net loss of $328,000 on $1.95
million of interest income for the same period in 2013.

As of March 31, 2014, the Company had $183.54 million in total
assets, $163.67 million in total liabilities and $19.87 million in
stockholders' equity.

"The return to profitability, even at this modest level, is a
significant step forward," stated Richard J. DeVries, president &
CEO of Monarch Community Bancorp, Inc., and Monarch Community
Bank.  "Having successfully raised the $16.5 million in new equity
at the end of 2013, we are now focused on profitable growth and on
the maintenance of high credit quality standards.  During the
first quarter of 2014 our loan portfolio grew by 2.59%, which is
the second consecutive quarter-to-quarter increase in the past 21
quarters.  At the same time, non-performing assets declined 33.3%
from $2.4 million at December 31, 2013 to $1.6 million at March
31, 2014.  We likewise just completed our annual FDIC/State of
Michigan examination, which resulted in no material findings, and
we are now in full compliance with the terms of the May 2010
FDIC/State of Michigan Consent Order.  Accordingly, we anticipate
that this order will be lifted in the second quarter of 2014."

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

                       http://is.gd/MK9Y5O

                      About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern in their report on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Corporation has suffered recurring losses
from operations and as of Dec. 31, 2011, did not meet the minimum
capital requirements as established by the regulators.

The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.


MSR HOTELS: Five Mile Loses Appeal of Bankruptcy Plan
-----------------------------------------------------
Law360 reported that a private equity fund that claims MSR Hotels
& Resorts Inc. owes it $58.7 million on a loan lost its appeal of
the company's liquidation plan after a New York federal judge
found that the issues are moot.

According to the report, U.S. District Judge Katherine P. Failla
wrote in a 29-page opinion that because Section 363(m) of the
Bankruptcy Code offers protections to the purchaser of MSR's
assets, Government of Singapore Investment Corp., she cannot
address the merits of appellant Five Mile Capital Partners LLC's
arguments.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan, to thwart a lawsuit by lender Five
Mile Capital Partners, which claims it is owed tens of millions of
dollars related to the sale of several luxury resorts in a prior
bankruptcy.  MSR Hotels also seeks to sell its remaining assets
and wind down.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the 2013
Debtor.

MSR Hotels owned a portfolio of eight luxury hotels with over
5,500 guest rooms.  On Jan. 28, 2011, CNL-AB LLC acquired the
equity interests in the portfolio through a foreclosure
proceeding.  CNL-AB LLC is a joint venture consisting of
affiliates of Paulson & Co. Inc., a joint venture affiliated with
Winthrop Realty Trust, and affiliates of Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the January 2011 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan that was
predicated on the sale of the remaining four resorts by the
Government of Singapore Investment Corp. -- the world's eighth-
largest sovereign wealth fund, according to the Sovereign Wealth
Fund Institute -- for $1.5 billion.  U.S. Bankruptcy Judge Sean
Lane, who oversaw the 2011 cases, overruled Plan objections by the
U.S. Internal Revenue Service and investor Five Mile.  The IRS and
Five Mile alleged that the sale created a tax liability of as much
as $331 million that may not be paid.  That Plan was declared
effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.

The 2013 Debtor has two critical court dates: a Jan. 30, 2014
auction to locate the best bid for trademarks not sold in the
prior bankruptcy; and a Feb. 6 hearing to approval a Chapter 11
plan.

In the 2013 case, MSR Hotels originally listed assets of $785,000
and liabilities totaling $59.2 million.  Debt at that time
included $59.1 million owing to Midland, a secured creditor in the
five resorts' bankruptcy.  Midland has a lien on the three
resorts' trademarks.  Other than the trademarks, MSR Hotels' other
assets were listed as being $150,000 in unrestricted cash.  The
company has no operations. Revenue in 2012 was $32,500, according
to a court filing.


MUSCLEPHARM CORP: Incurs $2.7 Million Net Income in 1st Quarter
---------------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.73 million on $50.21 million of net sales for the
three months ended March 31, 2014, as compared with a net loss of
$7.36 million on $22.56 million of net sales for the same period
in 2013.

The Company's balance sheet at March 31, 2013, showed $65.61
million in total assets, $30.81 million in total liabilities and
$34.79 million in total stockholders' equity.

At March 31, 2014, the company had approximately $5.8 million in
cash and restricted cash.

"MusclePharm had an excellent quarter, achieving profitability for
the first time with significant top-line expansion," said Brad
Pyatt, MusclePharm's Chairman and chief executive officer.  "Our
results were fueled by strong international sales, which we
believe will continue to present significant opportunities for the
company.

"Over the last two years we worked diligently to introduce our
products to international markets and took further steps to
improve the Company's sales cycle.  While we have much work left
to do, particularly with respect to the labeling for recently
developed products, as well as further steps to improve
distribution, we are encouraged by our prospects moving forward,"
Pyatt added.

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

                        http://is.gd/zXziyv

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

MusclePharm reported a net loss after taxes of $17.71 million in
2013, as compared with a net loss after taxes of $18.95 million in
2012.


NATCHEZ REGIONAL: Has Deal With Entergy Over Utility Services
-------------------------------------------------------------
Bankruptcy Judge Neil P. Olack approved a stipulation and order
between Natchez Regional Medical Center and Entergy Mississippi,
Inc., concerning adequate assurance of payment for postpetition
electric services.

Entergy supplies electric utility services to the Debtor.  The
parties relate that for the stipulation, Entergy would assert,
inter alia, that 11 U.S.C. Section 366 required Entergy to be
provided with a cash deposit as adequate assurance of payment.
The $35,000 surety bond will remain in place for the deposit.

The stipulation dated March 26, 2014, provides that, among other
things:

   1. upon the Debtor's failure to timely pay, Entergy will have
the right to terminate all services;

   2. after April 15, 2014, upon the Debtor's failure to pay a
portion of any invoice payment within 15 days after the date such
invoice payment is due, Entergy will be entitled to demand and to
receive a cash deposit in the amount of $110,000, upon which
receipt by Entergy will become additional adequate assurance of
payment for utility services.

   3. as assurance of payment for utility services provided after
the Petition date and during the case, the Debtor (a) will pay
Entergy for utility services provided prior to the Petition Date
and (b) waived and releases any and all rights, claims and actions
that the Debtor may have under Sections 547, 548 or 549 of the
Code or any equivalent non-bankruptcy law as of the date of the
stipulation and order.  The parties estimate that as of the date
of the stipulation and order the Debtor owes Entergy $42,639 for
utility services provided prior to the petition date.  The Debtor
will pay $42,639 to Entergy within 10 days of the Debtor's
execution of the stipulation.

                        About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.


NATCHEZ REGIONAL: Gets 75-Day Extension to File Chapter 11 Plan
---------------------------------------------------------------
Bankruptcy Judge Neil P. Olack granted Natchez Regional Medical
Center a 75 day-extension from the date of filing of its
Bankruptcy Petition to submit its Chapter 11 Plan.

                        About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.


NATCHEZ REGIONAL: Rejecting Med One & Alliance Imaging Leases
-------------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 16, 2014, at
10:00 a.m., to consider Natchez Regional Medical Center's request
to reject unexpired leases or executory contracts with (i) Med One
Capital Funding, LLC; and (ii) Contract Alliance Imaging, Inc.
Objections, if any are due May 9.

The Debtor said, in its motions, that the executory contracts are
not necessary for successful reorganization.

The Debtor entered into an equipment lease agreement with MedOne
for the use of the Dillon 6800 Gamma Camera (radiology machine).
The original contract was signed on April 10, 2012, and is a three
year contract with a monthly rate of $5,492.

The Debtor entered into a service agreement with Alliance Imaging
on July 16, 2008.

                        About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.


NATCHEZ REGIONAL: Rejects Valley Services & MD Properties Pacts
---------------------------------------------------------------
Natchez Regional Medical Center has filed amended motions (i) to
reject its food service agreement with Valley Services, Inc., to
reflect that it is not responsible for any attorney's fees or
costs incurred on behalf of the Valley; and (ii) to reject a real
property lease with M.D. Properties, LLC, because it is unable to
cure the arrearage on the lease and the lease is not necessary for
the successful reorganization of the Debtor.

The Debtor entered into a lease agreement with M.D. Properties for
the rental of office space located in the Debtor's Pavilion in
Natchez, Mississippi, to provide medical services and related
incidental services thereto for physicians and other health
professionals.

The original lease agreement was signed in 2005 with
occupancy beginning in 2007 on the second floor.  Additional
square footage was obtained a year and a half later to create both
the Family Clinic and OB/GYN Clinic.

As of March 19, 2014, there was an arrearage of rentals due in the
amount of $272,715.  The terms of the lease is scheduled to expire
Sept. 30, 2018.

As reported in the Troubled Company Reporter on April 8, 2014,
the Debtor sought authorization to reject its food service
agreement with Valley Services, stating that it would agree to
negotiate a month to month food service agreement, for
postpetition services.

Valley Services has asked the Bankruptcy Court to compel the
Debtor to cure its default under the agreement and asserted that
assumption of the agreement is necessary for the operation of the
Hospital and the Debtor's successful reorganization.

Valley Services said that as of March 26, 2014, it is owned
$540,087 by the Debtor.

As reported in the TCR on April 8, 2014, the Debtor asked that the
Court authorize the rejection of a lease agreement with M.D.
Properties for the rental of office space in the Debtor's Pavilion
in Natchez, Mississippi, to provide medical services and related
incidental services thereto for physicians and other healthcare
professionals.

                        About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.


NE OPCO: Committee Asks Court to Approve Trust Agreements
---------------------------------------------------------
In July 2013, NE Opco, Inc., NEV Credit Holdings, Inc., entered
into a settlement, which provides that a trust would be created to
fund the payment of allowed general unsecured claims and that the
official committee of unsecured creditors will have responsibility
of selecting the trustee.

The committee chose Giuliano, Miller & Company, LLC, as trustee.
Along with NE Opco and NEV Credit, they entered into a liquidating
trust agreement to collect and distribute the trust assets.

In September 2013, the Court approves the sale of NE Opco's and
NEV Credit's assets to Cenevo Corporation and Cenevo Inc.

Purusant to the sale terms, the parties, along with Wilmington
Trust Co., as escrow agent, entered into an escrow agreement to
set aside the common shares received from Cenevo as funding for
the trust.

In this regard, the committee asks the Court to:

   (a) approve the trust agreement;

   (b) approve the stock escrow agreement; and

   (c) direct NE Opco and NEV to transfer the trust assets to
       the trust for distribution.

Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Wilmington, Delaware, relates that the trust is the mechanism
by which general unsecured creditors will benefit from the
settlement.

                           Spirit Objects

Spirit SPE Portfolio 2006-4, LLC, believes that the committee's
request strips assets from the estates for the benefit of general
unsecured creditors without making any provision for the payment
of approved administrative claims.

Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, asserts that there is no basis in the law
for allowing general unsecured creditors to leapfrog
administrative claimants.

Spirit objects to any transfer of assets to satisfy the claims of
unsecured creditors unless adequate provision is made for payment
of administrative claims.

According to Ms. Hammon, Spirit's concerns can easily be addressed
by adding language in the Court order that will clarify that the
funds held in the trust will be used to pay any allowed
administrative claims asserted by Spirit.

                          About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the 2013 case, the company tapped the law firm Richards, Layton
& Finger as counsel, PricewaterhouseCoopers LLP as financial
adviser, and Epiq Bankruptcy Solutions as claims and notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in bankruptcy
financing being supplied by Salus Capital Partners LLC.

Judge Christopher Sontchi authorized three buyers to acquire
National Envelope's business for a total of about $70 million.
Connecticut-based printer Cenveo Inc. acquired National Envelope's
operating assets for $25 million, Hilco Receivables LLC picked up
accounts receivable for $25 million and Southern Paper LLC took on
its inventory for $15 million.


NE OPCO: Court Extends Plan Exclusivity Through July 7
------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi extended through July 7,
2014, NE OPCO, Inc.'s exclusive periods within which to file an
exit plan.  The Debtors' solicitation period is extended through
Sept. 3, 2014.  The Order is without prejudice to the Debtors'
rights to seek further extension requests.

The Debtors have argued they need more time to evaluate their
financial standing and the proofs of claim filed by creditors and
other parties in interest in an effort to determine the most
appropriate process going forward.  The Debtors also said that if
they pursue a Chapter 11 plan, they will seek to do so with the
support of the major constituencies in these Chapter 11 Cases.
The Debtors also stated that their operations were expansive,
spanning numerous states throughout the United States and
therefore need an extension.  The Debtors also said they have made
significant and material progress in these Chapter 11 Cases and do
not seek the extension of the exclusive periods as a means to
exert pressure on the relevant parties in interest.

                          About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the 2013 case, the company tapped the law firm Richards, Layton
& Finger as counsel, PricewaterhouseCoopers LLP as financial
adviser, and Epiq Bankruptcy Solutions as claims and notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in bankruptcy
financing being supplied by Salus Capital Partners LLC.

Judge Christopher Sontchi authorized three buyers to acquire
National Envelope's business for a total of about $70 million.
Connecticut-based printer Cenveo Inc. acquired National Envelope's
operating assets for $25 million, Hilco Receivables LLC picked up
accounts receivable for $25 million and Southern Paper LLC took on
its inventory for $15 million.


NEPHROS INC: Reports $3.7 Million 2013 Net Loss
-----------------------------------------------
Nephros, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$3.69 million on $1.74 million of total net revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $3.26 million
on $1.80 million of total net revenues in 2012.

As of Dec. 31, 2013, the Company had $2.88 million in total
assets, $3.49 million in total liabilities and a $610,000 total
stockholders' deficit.

Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred negative cash flow from operations and net
losses since inception.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/kyo52p

                           About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.


NET ELEMENT: Cayman Invest Stake at 15% as of April 21
------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Cayman Invest S.A. and Anvar Mametov disclosed that as
of April 21, 2014, they beneficially owned 4,840,995 shares of
common stock of Net Element, Inc., representing 15 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/oj3Zvl

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media Web sites in the film,
auto racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.  The Company's
balance sheet at Sept. 30, 2013, showed $26.85 million in total
assets, $37.26 million in total liabilities and a $10.40 million
total stockholders' deficit.


NEW ENGLAND COMPOUNDING: MDL Settlement Filed in Bankruptcy Court
-----------------------------------------------------------------
Attorneys with Janet, Jenner & Suggs, LLC on May 6 disclosed that
victims of contaminated steroid injections who sued in federal
courts will share a $100 million settlement against the products'
compounder, New England Compounding Center (NECC).

"There are hundreds of victims and their families feeling some
relief [Tues]day, even though grief for many is still fresh," said
attorney Kimberly Dougherty, JJ&S lawyer who serves on the NECC
Plaintiffs Steering Committee, which has been representing the
victims.  The tainted injections ultimately killed 64 people and
injured over 750 in 20 states in the nation's worst ever outbreak
of fungal meningitis.

"This tragedy claimed the lives of mothers, fathers, spouses,
grandparents, no amount of money is going to make these losses
easier to bear," she added.

The settlement was tentatively agreed upon last December.  It was
officially filed on May 6 with the bankruptcy court, which must
approve it.  The bankruptcy court is overseeing NECC's bankruptcy,
filed in 2012.  The settlement is with NECC, NECC's owners,
related companies, and insurers.  The Case is In re: New England
Compounding Pharmacy Inc.  Products Liability Litigation, MDL No.
2419, in the U.S. Judicial Panel on Multidistrict Litigation.

According to Ms. Dougherty, victims could be receiving
compensation as early as next year, with more compensation on the
way from other companies that contributed to the victims' losses.
"Decisions regarding which of the 3,300 claimants will receive
compensation from the settlement funds have yet to be made and
will take considerable time over the next several months,"
Dougherty said.

The MDL litigation will continue against other named defendants,
said Robert Jenner, who heads JJ&S Mass Torts Division.  "We will
continue to pursue justice for victims from those whose actions
contributed to the product contamination and distribution, like
the companies responsible for the clean room and air filtration
systems design, installation and maintenance at the NECC facility,
and the hospitals, clinics and doctors who purchased or
administered the injections," Jenner said.

The announced settlement covers all claims against NECC filed in
with the bankruptcy claims administrator.  The lawsuits were
originally consolidated in 2012 as Multidistrict Litigation before
Massachusetts U.S. District Judge F. Dennis Saylor IV, and have
now been transferred to U.S. District Judge Rya Zobel.  An MDL is
established to make litigation of multiple lawsuits against
similar defendants more efficient.  Hundreds of lawsuits are
pending in the MDL court.

The number of those cases will certainly grow as the second
anniversary nears of the outbreak, which the Centers for disease
Control and Prevention first identified in September of 2012, and
various states' statutes of limitations are triggered,
Ms. Dougherty added.

According to the terms of the settlement:

NECC owners Barry Cadden, Lisa Cadden, Carla Conigliaro, and
Greg Conigliaro will contribute more than $50 million.  These NECC
insiders will also contribute an additional estimated $10 million
contribution, which come from 90 percent of their expected tax
refunds.

Pharmacists Mutual and Maxum, insurance companies representing
NECC and a related company Ameridose, are contributing more than
$25 million.

An additional contribution will be made if and when the sale of
Ameridose is completed, estimated to be valued at approximately $9
million, Dougherty noted.

"We are dedicated to continuing to obtain fair compensation from
all wrongdoers who contributed to this tragedy.  The compensation
will not end with this settlement," said Ms. Dougherty.

                    About Janet, Jenner & Suggs

Janet, Jenner & Suggs -- http://www.myadvocates.com-- is a
national firm noted for its expertise in dangerous drugs and
medical devices, birth injury and cerebral palsy cases, and
environmental litigation.  The firm has offices in Maryland, South
Carolina, Massachusetts, New York, Washington, D.C., Pennsylvania,
North Carolina, Minnesota, and West Virginia.

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by:

         Jeffrey D. Sternklar, Esq.
         DUANE MORRIS LLP
         Suite 2400
         100 High Street
         Boston, MA 02110-1724
         Tel: 857-488-4216
         Fax: 857-401-3034

An Official Committee of Unsecured Creditors appointed in the case
has been represented by:

         BROWN RUDNICK LLP
         William R. Baldiga, Esq.
         Rebecca L. Fordon, Esq.
         Jessica L. Conte, Esq.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 856-8200

              - and -

         David J. Molton, Esq.
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800


NEW ENGLAND COMPOUNDING: Hagens Berman Announces $100MM Settlement
------------------------------------------------------------------
Hagens Berman Sobol Shapiro LLP and the Plaintiffs' Steering
Committee, the legal committee representing victims in federal
court, on May 6 disclosed that a $100 million settlement for
victims who were exposed to tainted epidural steroid injections
manufactured by New England Compounding Center (NECC), which
caused a recorded 64 deaths.  The tentative settlement announced
late last year has now been reduced to writing, signed by the
parties and filed with the bankruptcy court.

The 2012 outbreak was the worst such outbreak in U.S. history.
The CDC ultimately recorded 751 cases of fungal meningitis and
infections in 20 states, linked to tainted injections compounded
and distributed by NECC.

"This is a good recovery given the reality of the bankruptcy, but
it isn't nearly enough to make up for all that the victims and
their loved ones have suffered," said Kristen Johnson, Lead
Counsel for the Plaintiffs' Steering Committee.  "The Plaintiffs'
Steering Committee is committed to maximizing victims' recovery
from the many others that contributed to their injuries and
minimizing the costs that reduce the amount of money that actually
makes its way into victims' pockets."

The settlement involves NECC, NECC's owners, related companies and
insurers.  The settlement is pending approval from the bankruptcy
court. Given the timing of the settlement, it is possible that
victims could receive compensation as early as next year.

"The job that we are duty bound to complete is far from over.  We
will continue with our efforts to hold other wrongdoers
accountable, including companies like UniFirst, who was
responsible for controlling contamination," Mark Zamora, a member
of the Plaintiffs' Steering Committee said.

"We are hopeful that other national defendants currently engaged
in the mediation program, including the designer and installer of
the cleanroom and HVAC systems, will follow suit here and resolve
their share of liability to increase compensation to the victims,"
said Kim Dougherty, another Plaintiffs' Steering Committee member.

Plaintiffs' Steering Committee member Ben Gastel said, "Hopefully
the settlement is approved soon, so that victims can get the money
they need quickly.  In the meantime, we will continue to
vigorously litigate against the hospitals, clinics and doctors
that put profits over patient safety, including the St. Thomas
entities in Nashville, Tenn."

The terms of the settlement includes personal contributions of
almost $50 million from NECC owners Barry Cadden, Lisa Cadden,
Carla Conigliaro and Greg Conigliaro.  According to the
settlement, insiders will also assign 90 percent of their expected
tax refunds, which the insiders estimate will amount to an
additional $20 million contribution.

Ameridose, the insurers for NECC and a related company,
Pharmacists Mutual and Maxum, are contributing more than $25
million.  Other insurers, including Lloyd's of London and
Ironshores, have not contributed to the settlement.

An additional contribution will be made if and when the sale of
Ameridose is completed, estimated to be valued at about $10
million.

Following the outbreak, hundreds of lawsuits were filed, alleging
that NECC and affiliated companies ignored safety procedures in
their facilities, resulting in the tainted injections.  The
company filed for bankruptcy in December of 2012.

                        About Hagens Berman

Hagens Berman Sobol Shapiro LLP -- http://www.hbsslaw.com-- is a
national class-action law firm with offices nine cities.  The firm
has been named to the National Law Journal's Plaintiffs' Hot List
seven times.

               About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by:

         Jeffrey D. Sternklar, Esq.
         DUANE MORRIS LLP
         Suite 2400
         100 High Street
         Boston, MA 02110-1724
         Tel: 857-488-4216
         Fax: 857-401-3034

An Official Committee of Unsecured Creditors appointed in the case
has been represented by:

         BROWN RUDNICK LLP
         William R. Baldiga, Esq.
         Rebecca L. Fordon, Esq.
         Jessica L. Conte, Esq.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 856-8200

              - and -

         David J. Molton, Esq.
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800


NYTEX ENERGY: Delays Form 10-K for 2013
---------------------------------------
NYTEX Energy Holdings, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.  The Company said it is in the process of preparing
and having its financial information audited.

"Due to limited financial resources, limited staff availability,
and the need to focus on operational and capital raising matters,
the process of compiling and disseminating the information
required to be included in the Form 10-K for the relevant fiscal
year can not be completed without incurring undue hardship and
expense," the Company added.

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

The Company's balance sheet at Sept. 30, 2013, showed $8.02
million in total assets, $2.73 million in total liabilities, $4.76
million in mezzanine equity and $519,124 in total stockholders'
equity.


NET TALK.COM: Delays Form 10-K for 2013
---------------------------------------
Nettalk.com, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the period ended
Dec. 31, 2013.

"We are working with our independent accountants to complete our
annual financial statements and footnote disclosures to be
included as integral part of Form 10-K.  We need additional time
to properly complete the audit and final preparation of Form
10-K," the Company said in the filing.

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com incurred a net loss of $14.71 million on $5.79
million of total revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $26.17 million on $2.72 million of
total revenue for the year ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $4.73
million in total assets, $25.87 million in total liabilities, $5
million in redeemable preferred stock, and a $26.14 million total
stockholders' deficit.

                 Going Concern/Bankruptcy Warning

"The presentation of financial statements in accordance with GAAP
contemplates that operations will be sustained for a reasonable
period.  However, we have incurred operating losses of $884,879
and $3,740,984 during the three and nine months ended September
30, 2013, and operating losses of $2,041,541 and $12,553,836
during the three and nine months ended September 30, 2012,
respectively.  The company is also highly leveraged with
$16,068,911 in senior debentures, $1,070,087 in demand notes,
$500,000 in 5% Secured Convertible Promissory Notes and $1,400,000
in mortgage debt.  In addition, during the nine months ended
September 30, 2013 and 2012, we used cash of $1,634,097 and
$3,741,980, respectively, in support of our operations. As more
fully discussed in Note 5, we have material redemption
requirements associated with our senior debentures and demand
notes, due during the year ended December 31, 2013.  Since our
inception, we have been substantially dependent upon funds raised
through the sale of preferred stock and warrants to sustain our
operating and investing activities.  These are conditions that
raise substantial doubts about our ability to continue as a going
concern for a reasonable period."

"We have never sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness,
we may be required to significantly scale back our operations,
significantly reduce our headcount, seek protection under the
provisions of the U.S. Bankruptcy Code, and/or discontinue many of
our activities which could negatively affect our business and
prospects," the Company said in the quarterly report for the
period ended Sept. 30, 2013.


OCWEN FINANCIAL: Fitch Affirms 'B' IDR & Revises Outlook to Stable
------------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
(IDRs) of Ocwen Financial Corporation (OCN) and its wholly-owned,
primary operating subsidiary, Ocwen Loan Servicing, LLC (OLS) at
'B', and affirmed OLS's senior secured term loan at 'B/RR4'.  The
Rating Outlook has been revised to Stable from Negative.

KEY RATING DRIVERS - OCN and OLS

The affirmation of the ratings reflects OCN's operating cash flow
generation and sufficient liquidity, positive asset/liability
positioning relative to a rising rate environment and appropriate
capitalization and leverage for its current ratings.  The revision
of the Outlook to Stable from Negative reflects the moderately
slowing pace of acquisitions, which should allow for additional
focus on integration, and a demonstrated ability to fund
acquisitions with an appropriate balance of debt and equity.
Rating constraints include continued regulatory scrutiny of the
mortgage servicing industry, organizational complexity and
governance limitations associated with OCN and its affiliate
companies, an aggressive historical growth strategy, which has
increased integration and balance sheet risks, and low Fitch Core
Capital levels.

The mortgage servicing industry is subject to significant
regulatory scrutiny, which has increased the cost of servicing,
but has also raised performance standards and served as a governor
on growth and acquisitions.  For example, in February 2014, the
New York Department of Financial Services (NY DFS) requested that
OCN indefinitely suspend its previously announced purchase of a
mortgage servicing rights (MSR) portfolio from Wells Fargo Bank,
N.A., with an unpaid principal balance (UPB) of $39 billion.  The
request stemmed from concerns regarding OCN's capacity to service
additional loan volume, while maintaining appropriate servicing
standards.  Fitch believes the pause OCN's acquisition activity
will help the company to advance the integration of its recent
acquisitions while maintaining servicing standards, although a
slowing of portfolio acquisitions may accelerate the company's
growth into other adjacent businesses.

Fitch's analysis of OCN takes into account the operating
performance and overall credit metrics of both OCN and Home Loan
Servicing Solutions Ltd. (HLSS) given the close operating and
strategic relationship between the two related parties.  HLSS was
launched in March 2012 as a publicly traded vehicle designed to
acquire MSRs from OCN.  As of year-end Dec. 31, 2013, OCN has
completed sales of MSRs and rights to MSRs totaling $202.3 billion
of UPB to HLSS.

OCN views HLSS as important to its overall 'asset-light', fee-for-
servicing strategy, and is expected to remain the primary source
of portfolio assets for HLSS in the near to medium term.  To date,
OCN has not sold any of its MSRs to other unaffiliated third-
parties.  Given this relationship, Fitch believes any positive
impact on the deleveraging of OCN's balance sheet through the sale
of its MSRs would be offset by HLSS' requirement to raise debt or
equity financing to fund the purchase.

OCN reported revenue growth in 1Q'14 on continued growth in the
average UPB of its servicing portfolio following servicing
acquisitions in 2013.  Recent revenue growth was also driven by
improvements in overall portfolio delinquency rates and lower
interest expenses on advance financing, offset by slower REO sales
in 1Q'14.  Normalized pre-tax earnings, adjusted for transition
and transaction costs, as well as other one-time expenses, grew
12% year-over-year to $114 million in 1Q'14 from $101.4 million in
1Q12.  Fitch anticipates operating performance in the near to
medium term will continue to benefit from the incremental cash
flow generated from additional servicing revenues from OCN's
recent acquisitions.  However, as MSR transfers slow, Fitch
believes revenue growth may become more constrained.

Fitch believes OCN has sufficient liquidity from balance sheet
cash and from operating cash flow to cover its financing needs.
As of Dec. 31, 2013, the company had unrestricted cash of $178.5
million and the company generated $867.2 million of operating cash
flow in 2013.

OCN is heavily reliant on wholesale funding markets to fund
advances and its servicing operations.  OCN also had available
capacity of $85.2 million under its servicing advance facilities
and available capacity of $536.2 million under its lending
warehouse facilities to fund its servicing operations, although
these may not be available in a stress scenario.

Fitch believes OCN's capitalization and leverage are appropriate
relative to its current ratings.  Balance sheet leverage, as
defined as total debt to tangible equity, was 3.6x at March 31,
2014 compared to 4.7x at March 31, 2013.  The 2014 metric is
relatively in line with the five-year average.  On the basis of
cash flow leverage, as defined as total debt to annualized EBITDA,
leverage declined to 4.4x in 1Q'14 compared to 6.5x in 1Q13.  The
improvement in leverage resulted from earnings generation from
additional servicing and subservicing fee income due to
acquisitions.  While leverage is expected to improve due to excess
cash generation used to repay outstanding debt, future large
acquisitions could result in incremental leverage.

Including HLSS, consolidated balance sheet leverage, as measured
by total debt to tangible equity, was approximately 4.4x at March
31, 2014 compared to 4.1x one year prior.  Fitch-calculated core
capital, which excludes the value of MSRs from tangible equity,
was negative in 2013 given the amount of goodwill and additional
MSRs recorded from OCN's recent acquisitions.

RATING SENSITIVITIES - OCN

Positive rating action could result from sustained and effective
management of the regulatory environment, reduced organizational
complexity, a continued moderation in the pace of growth,
successful integration of recently acquired servicing rights,
reduced overall leverage through consistent cash flow generation
and deleveraging over time and improved Fitch Core Capital levels.
Conversely, negative rating action would be driven by a
considerable reduction in revenue and cash flow generation caused
by deterioration in portfolio performance, or a material change in
OCN's cost structure resulting from integration, legal or
regulatory risks.  In addition, future large-scale portfolio or
business acquisitions that materially increase leverage over a
sustained period could also result in further negative rating
actions.

Over a longer period of time, strategic uncertainty make become a
negative rating driver as the declining size of the nonprime
residential mortgage market and potential regulatory constraints
on acquisitions may reduce the size and long-term viability of
OCN's current business model.  Should Ocwen pursue adjacent
lending businesses that would result in a significant use of
balance sheet leverage and/or a shift in strategy away from its
core competencies, it could be viewed negatively by Fitch.
The Recovery Ratings and notching of the senior secured term loan
are also sensitive to changes in collateral values and advance
rates under secured borrowing facilities, which ultimately impact
the level of available asset coverage.

RATING SENSITIVITIES - OLS

OLS is a primary operating company, and wholly-owned subsidiary of
OCN.  The ratings of OLS are aligned with those of OCN because of
the unconditional guaranty provided by OCN and its guarantor
subsidiaries.  Therefore, the ratings for OLS are sensitive to the
same factors that might drive a change in OCN's IDR.

Fitch has affirmed the following ratings:

Ocwen Financial Corporation

-- Long-term IDR at 'B';
-- Short-term IDR at 'B'.

Ocwen Loan Servicing, LLC

-- Long-term IDR at 'B';
-- Senior secured term loan at 'B/RR4'.

The Rating Outlook has been revised to Stable from Negative.


OVERLAND STORAGE: Dan Bordessa & Nils Hoff Named to Board
---------------------------------------------------------
The Board of Directors of Overland Storage, Inc., appointed Daniel
Bordessa and Nils Hoff to serve as members of the Board until the
next annual meeting of the shareholders of the Company and until a
successor has been elected and qualified, or until their earlier
death, resignation or removal, in each case in accordance with the
Company's Amended and Restated Bylaws.  It has not yet been
determined whether Mr. Bordessa or Mr. Hoff will serve on any of
the committees of the Board.

Messrs. Bordessa and Hoff were appointed to the Board pursuant to
a Voting Agreement, dated Jan. 21, 2014, between the Company and
FBC Holdings S.a r.l., entered into in connection with the
Company's acquisition of Tandberg Data Holdings S.a r.l., a
private limited liability company incorporated under the laws of
the Grand Duchy of Luxembourg, from FBC, the sole shareholder of
Tandberg.

Pursuant to the Voting Agreement, the Company agreed to expand the
size of the Board to seven directors and to appoint Messrs.
Bordessa and Hoff to fill the two vacancies on the Board created
by the expansion.  The Board increased the size of the Board to
seven directors on Jan. 16, 2014.  In addition, pursuant to the
Voting Agreement, until the earlier of (a) the filing by the
Company of its annual report on Form 10-K for the fiscal year
ending on or about June 30, 2015, with the U.S. Securities
Exchange Commission or (b) Sept. 30, 2015, up to two persons
designated by FBC and reasonably acceptable to the current Board
(initially, Messrs. Bordessa and Hoff) will be nominated for
election to the Board at each meeting of shareholders at which
members of the Board are elected.

There are no family relationships between Mr. Bordessa or Mr. Hoff
and any director or executive officer of the Company.

On Jan. 21, 2014, the Company entered into a consulting agreement
with Mr. Hoff, with a term ending Oct. 21, 2014, pursuant to which
Mr. Hoff will be paid a monthly consulting fee of NOK 199,509
(approx. US $33,452) and a bonus equal to NOK 1,757,500 (approx.
US $292,580) in consideration of Mr. Hoff's efforts in connection
with the Acquisition of Tandberg payable in three equal
installments payable on or about Oct. 21, 2014, March 31, 2015,
and July 31, 2015.  Mr. Hoff will also receive an equity award of
150,000 restricted stock units that will vest over a one-year
period.  In addition, Mr. Hoff will receive an equity award of
150,000 restricted stock units in connection with his joining the
Board that will vest over a three-year period.  The Company also
intends to enter into the Company's standard form of
indemnification agreement in favor of Mr. Hoff.

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.

As of Dec. 31, 2013, the Company had $31.62 million in total
assets, $34.93 million in total liabilities and a $3.30 million
total shareholders' deficit.


OVERSEAS SHIPHOLDING: Files New Plan With Shareholders' Support
---------------------------------------------------------------
Overseas Shipholding Group, Inc. will return to the Bankruptcy
Court for the District of Delaware on May 23 at 2:00 p.m. to seek
approval of the disclosure statement explaining OSG's revised plan
filed last week.

At the hearing, OSG will also seek approval of an equity
commitment agreement with a shareholders' group.

                  OSG Cancels PSA With Lenders,
                  Accepts Shareholders' Proposal

On Feb. 12, 2014, the Debtors and certain of the lenders under the
Company's $1.5 billion credit agreement, dated as of Feb. 9, 2006
entered into a plan support agreement, and on Feb. 28, 2014, the
Debtors and the Consenting Lenders entered into an Equity
Commitment Agreement.  On March 7, 2014, the Debtors filed a plan
of reorganization supported by the Consenting Lenders with the
Bankruptcy Court.  The Debtors retained the ability to terminate
the Plan Support Agreement upon a determination by the Debtors
that an alternative plan of reorganization was more favorable to
the Debtors' creditors and interest holders than the Lender Plan,
upon which the Lender ECA terminates automatically pursuant to the
April 4, 2014 order of the Bankruptcy Court authorizing the
Debtors to enter into the Lender ECA.

On April 18, 2014, the Debtors received a proposal for an
alternative plan of reorganization from certain holders of
existing equity interests of the Company.  Following discussion
and analysis, the Debtors determined such proposal to be more
favorable to the Debtors' creditors and interest holders than the
Lender Plan.  Accordingly, the Debtors terminated the Plan Support
Agreement between the Debtors and the Consenting Lenders on May 2,
and filed with the Bankruptcy Court a first amended plan of
reorganization that effectuates the terms of the Equity Proposal.

Upon approval of the Disclosure Statement, the Debtors will
solicit acceptances of the Equity Plan and seek its confirmation
by the Bankruptcy Court.

OSG proposes to commence the Confirmation Hearing on July 14 at
9:30 a.m. (Prevailing Eastern Time) before Judge Peter J. Walsh.
OSG proposes a July 3 deadline for filing plan confirmation
objections.

The First Amended Plan provides for this treatment of claims and
equity interests in the Debtors:

     * Class A1 of each Debtor consists of Personal Injury Claims
(if any) against that Debtor, which as of the Effective Date have
not been disallowed and expunged. Class A1 is Unimpaired and
deemed to Accept the Plan.

     * Class A2 of each Debtor consists of Admiralty Lien Claims
(if any) against that Debtor, which as of the Effective Date have
not been disallowed and expunged.  Class A2 is Unimpaired and
deemed to Accept the Plan.

     * Class B1 of each Debtor consists of Secured Vessel DIP
Claims (if any) against that Debtor.  Class B1 is Unimpaired and
deemed to Accept the Plan.

     * Class B2 of each Debtor consists of Secured Vessel Claims
(if any) against that Debtor. Class B2 is Unimpaired and deemed to
Accept the Plan.

     * Class C1 of each Debtor consists of Other Secured Claims
(if any) against that Debtor.  Class C1 is Unimpaired and deemed
to Accept the Plan.

     * Class D1 of each Debtor consists of Credit Agreement Claims
(if any) against that Debtor.  Class D1 is Unimpaired and is
deemed to Accept the Plan.

     * Class D2 of each Debtor consists of Satisfied Noteholder
Claims (if any) against that Debtor.  Class D2 is Unimpaired and
deemed to Accept the Plan.

     * Class D3 of each Debtor consists of Reinstated Noteholder
Claims (if any) against that Debtor.  Class D3 is Unimpaired and
deemed to Accept the Plan.

     * Class D4 of each Debtor consists of Charter Rejection
Claims (if any) against that Debtor.  Class D4 is Unimpaired and
deemed to Accept the Plan.

     * Class D5 of each Debtor consists of Other Unsecured Claims
(if any) against each Debtor. Class D5 is Unimpaired and deemed to
Accept the Plan.

     * Class E1 consists of all Subordinated Debt Claims. Class E1
is Unimpaired and deemed to Accept the Plan.

     * Class E2 consists of all Subordinated Equity Claims. Class
E2 is Unimpaired and deemed to Accept the Plan.

     * Class E3 consists of Old OSG Equity Interests.  Class E3 is
Impaired and entitled to vote to Accept or reject the Plan.

A blacklined-copy of the First Amended Disclosure Statement is
available at no extra charge at:

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

              OSG Drops Goldman Sachs Exit Financing,
               Favors Jefferies Alternative Funding

In April 2014, the Debtors selected Goldman Sachs Bank USA to
provide exit financing to support the Lender Plan, and filed a
motion seeking authorization to enter into an exit financing
commitment with Goldman Sachs.  That commitment contemplated loans
and facilities totaling in aggregate $935 million.

Shortly after Goldman Sachs' motion was filed, however, the
Debtors received alternative exit financing proposals from three
additional exit financing lenders designed to support the Equity
Plan, including from Jefferies Finance LLC.  In conjunction with
the filing of the motion for approval of the Equity Plan and of
the Exit Financing, the Debtors exercised their right to terminate
the Goldman Sachs exit financing commitment, because of the
Debtors' decision to support the Equity Plan.

                   Equity Commitment Agreement,
                    $1.5-Bil. Rights Offering

On May 2, 2014, the Debtors entered into an equity commitment
agreement with each Commitment Party, which sets forth the terms
of a rights offering and additional sale of Holdback Securities
for an aggregate offering amount of $1.5 billion, each relating to
two separate classes of common stock and penny warrants to
purchase Class A shares and Class B shares pursuant to
subscription rights to be distributed to holders of outstanding
equity of the Company.

One Subscription Right will be distributed in respect of each
outstanding share of OSG common stock to the holder of record of
such Existing Share as of a record date established by the
Bankruptcy Court in its order approving the disclosure statement.

The Equity Plan contemplates that the Record Date will be June 2,
2014. Subscription Rights will be distributed only to holders of
record of Existing Shares outstanding as of 5:00 p.m. (New York
Time) on the Record Date. From and after the Record Date, OSG will
halt all trading of the Existing Shares and intends to seek the
removal of OSG's trading symbol in respect of the Existing Shares
from the over-the-counter "pink sheet" market.  From and following
the Record Date, any purported transfers of Existing Shares will
be disregarded by the Company. In addition, the Subscription
Rights will not be transferable, and any purported transfer will
cause them to become void.

Each Subscription Right will entitle a holder thereof that is an
accredited investor or a qualified institutional buyer -- QIB --
(as such terms are defined in Regulation D and Rule 144A,
respectively, under the Securities Act of 1933) and that votes in
favor, is deemed to vote in favor, to the extent eligible to vote,
and does not file an objection to the Equity Plan to purchase 11.5
Class A shares or Class A warrants, as described in the Equity
Plan, for $3.00 per security. Each Eligible Holder that timely
elects to participate in the Rights Offering may exercise some,
all or none of the Subscription Rights it receives, but each
Subscription Right may be exercised only in whole, and not in
part.

All holders of Existing Shares of the Company as of the Record
Date that are not Participating Eligible Holders (which will
include (i) any holder of Existing Shares on the Record Date that
is neither an accredited investor nor a QIB -- Ineligible Holder
-- and (ii) any Eligible Holder that decides for any reason not to
participate in the Rights Offering) will receive, as described in
the Equity Plan, one new Class B share or Class B warrant in
respect of each Subscription Right distributed in respect of each
Existing Share held of record by such holder on the Record Date.
The Class B shares and Class B warrants will have rights
consistent with those of the Class A shares and Class A warrants,
respectively, but holders of the Class B shares and Class B
warrants will also have the future right to receive a pro rata
share of up to ten percent of the net recoveries of the Company's
claims asserted against Proskauer Rose LLP and certain of its
members (as described in the Equity Plan).  The Class B shares and
the Class B warrants are convertible, at the option of the holder
at any time, into Class A shares and Class A warrants,
respectively, and will automatically convert into Class A shares
and Class A warrants, respectively, on the tenth business day
after the entry of a final order with respect to such litigation
and the distribution of any Net Litigation Recovery (as defined in
the Equity Commitment Agreement) to the holders of Class B shares
and Class B warrants, subject in each such case to certain
customary anti-dilution provisions and Jones Act requirements
(which refers to 46 U.S.C. Section 12103, 46 U.S.C. Section 50501,
and related statutes and regulations respecting the United States
coastwise trade, as the same may be amended from time to time).

Each Commitment Party has agreed in the Equity Commitment
Agreement to exercise its Subscription Rights in full; to backstop
a portion of any remaining securities related to unexercised
Subscription Rights following completion of the Rights Offering;
and to purchase a portion of a further additional number of Class
A shares and/or Class A warrants -- Holdback Securities -- offered
by OSG to such Commitment Party.

If the transactions contemplated by the Equity Commitment
Agreement are consummated, following confirmation by the
Bankruptcy Court and occurrence of the effective date of the
Equity Plan, the Debtors will use the proceeds of the sale of the
Rights Offering Securities and the Holdback Securities to satisfy
certain of their obligations as described in the Equity Plan.

                  Registration Rights Agreement

On May 2, 2014, the Debtors entered into a registration rights
agreement with each Commitment Party setting forth, among other
things, registration rights of each Commitment Party and,
potentially, certain other holders of Class A shares and Class A
warrants.  Subject to approval by the Bankruptcy Court, OSG will
be required to register, on a registration statement to be filed
with the Securities and Exchange Commission, the resale of certain
Class A shares and Class A warrants for the benefit of the
Commitment Parties and potentially certain other shareholders.

                       Jefferies Financing

On May 2, 2014, Jefferies executed commitment documents whereby
Jefferies agreed to provide secured debt financing to support the
Equity Plan, consisting of:

     $600 million term loan secured by a first lien on
                  substantially all the Debtors' U.S. Flag
                  assets other than certain specified assets and
                  a second lien on these specified assets,

     $600 million term loan secured by a first lien on
                  substantially all the Debtors' International
                  Flag assets, which lien is pari passu to the
                  lien securing the revolving facility,

      $75 million asset-based revolving loan facility secured by
                  a first lien on certain specified U.S. Flag
                  assets of the Debtors and a second lien on
                  substantially all the Debtors' U.S. Flag assets,

      $75 million a revolving loan facility secured by a pari
                  passu first lien on substantially all the
                  Debtors' International Flag assets.

Collectively, the financing will provide the Debtors with the
funding necessary to satisfy the Equity Plan's cash payment
obligations, the expenses associated with closing the Exit
Financing facilities and working capital to fund their operations
after emergence from Chapter 11.

A full-text copy of the equity commitment agreement is available
for free at http://is.gd/ahpCPG

As reported by the Troubled Company Reporter last week, the
Debtors filed the Subscription Commitment Percentages for each
commitment party under seal.

The Commitment Parties are:

     -- Angelo Gordon Management LLC

        AG Centre Street Partnership LP
        c/o Angelo Gordon & Co. L.P.
        245 Park Avenue, 26th Floor
        New York, NY 10167
        Attn: Michael Nicolo
        Phone: (713) 993-4300
        Fax: (866) 875-9024
        E-mail: agglobaldata@virtusllc.com

        AG Super Fund International Partners
        c/o Angelo Gordon & Co.
        245 Park Avenue, 26th Floor
        New York, NY 10167
        Attn: Michael Nicolo
        Phone: (713) 993-4300
        Fax: (888) 886-1187
        E-mail: agsuperfundinternationalpartners@virtusllc.com

        Silver Oak Capital
        c/o Angelo Gordon & Co., L.P.
        245 Park Avenue, 26th Floor
        New York, NY 10167
        Attn: Michael Nicolo
        Phone: (713) 993-4300
        Fax: (866) 578-3771
        E-mail: agsilveroakcapital@virtusllc.com

     -- Archview Investment Group

        Archview Fund L.P.
        c/o Archview Investment Group L.P.
        70 East 55th Street, 14th Floor
        New York, NY 10022
        Phone: (212) 728-2550
        Fax: (212) 728-2599
        E-mail: notices@archviewlp.com

        Archview Master Fund Ltd
        c/o Archview Investment Group L.P.
        70 East 55th Street, 14th Floor
        New York, NY 10022
        Phone: (212) 728-2550
        Fax: (212) 728-2599
        E-mail: notices@archviewlp.com

     -- Bank of America, N.A.

        Merrill Lynch, Pierce, Fenner and Smith Inc.
        c/o Bank of America, N.A.
        Attn: Information Management Team/Jon Barnes
        214 North Tryon Street
        NC1-027-15-01
        Charlotte, NC 28255
        Phone: (980) 386-0805
        Fax: (704) 409-0768
        E-mail: bas.infomanager@bankofamerica.com

     -- Bennett Management Corp.
        2 Stamford Plaza - Suite 1501
        281 Tresser Boulevard
        Stamford, CT 06901
        Phone: (203) 353-3101
        With copies to:
        Attn: Lucy Galbraith
        E-mail: lgalbraith@bennettmgmt.com

        Attn: Joseph von Meister
        E-mail: jvonmeister@bennettmgmt.com

        Attn: Warren Frank
        E-mail: wfrank@bennettmgmt.com

     -- Bluecrest Capital Management (New York) LP
        Attn: Brian McCawley, J.D., C.F.A.
        c/o BlueCrest Capital Management (New York) LP
        767 Fifth Avenue, 9th Floor
        New York, NY 10153
        Phone: (212) 451-2523
        E-mail: brian.mccawley@bluecrestcapital.com

     -- Caspian Capital LP
        767 Fifth Avenue, 45th Floor
        New York, NY 10153
        With copies to:
        Attn: Elizabeth Owens
        Phone: 212-826-7545
        E-mail: elizabeth@caspianlp.com

        Attn: Adele Murray
        Phone: 212-826-7548
        E-mail: adele@caspiancapital.com

     -- Citigroup
        Attn: Robert N. Hay, Josh Brant
        Citigroup Financial Products Inc.
        388 Greenwich Street
        New York, NY 10013
        E-mail: robert.n.hay@citi.com
                josh.brant@citi.com

     -- Contrarian Capital Management LLC
        411 W. Putnam Ave Suite 425
        Greenwich, CT 06830
        Attn: Joshua Trump
        Phone: (203) 862-8299
        Fax: (203) 629-1977
        E-mail: jtrump@contrariancapital.com

     -- CQS Directional Opportunities Master Fund Limited
        c/o CQS (UK) LLP
        33 Chester Street
        London
        SW1X 7BL
        United Kingdom
        Attn: Corporate Actions / Tim McArdle
        Phone: +44 (0) 207-201-6900
        E-mail: corporateactions@cqsm.com

        With a copy to:
        Attn: Tim McArdle
        E-mail: tim.mcardle@cqsus.com

        With a copy for legal notices to:
        Attn: Legal Department
        Phone: +44 (0) 207-201-6900
        E-mail: legal@cqsm.com

     -- Credit Value Partners, LP
        49 W Putnam Ave.
        Greenwich, CT 06830
        Attn: Ryan Eckert
        Phone: (203) 893-4664
        E-mail: reckert@cvp7.com

     -- Goldman Sachs Lending Partners LLC
        Attn: Thomas Tormey, Ned Oakley, Sandip Khosla
        200 West Street
        New York, NY 10282
        E-mail: thomas.tormey@gs.com
                ned.oakley@gs.com
                sandip.khosla@gs.com

     -- Knighthead Capital Management LLC
        1140 Avenue of the Americas, 12th Floor
        New York, NY 10036
        E-mail: ltorrado@knighthead.com

     -- Latigo Partners, L.P.
        450 Park Avenue, 12th Floor
        New York, NY 10022
        Attn: Scott McCabe

     -- Onex Credit Partners, LLC
        910 Sylvan Avenue
        Englewood Cliffs, NJ 07632
        E-mail: sgutman@onexcredit.com
                kconnors@onexcredit.com

     -- Redwood Capital Management, LLC
        910 Sylvan Avenue
        Englewood Cliffs, NJ 07632
        Attn: Sean Sauler
        Phone: (201) 227-5040
        E-mail: ssauler@redwoodcap.com

        With copies to:
        Attn: Kujdes Dika
        Attn: Toni Healey

     -- Solus Alternative Asset Management LP
        410 Park Avenue, 11th Floor
        New York, NY 10022
        Attn: Tom Higbie
        Phone: (212) 284-4345
        Fax: (212) 284-4320

     -- Stone Lion Capital Partners L.P.
        555 5th Avenue, 18th Floor
        New York, NY 10017
        Attn: Carras Holmstead

     -- Strategic Value Master Fund, Ltd
        c/o Strategic Value Partners, LLC
        100 West Putnam Ave
        Greenwich, CT 06830
        Attn: General Counsel's Office
        E-mail: legalnotices@svpglobal.com

        Strategic Value Special Situations Master Fund II, L.P.
        c/o Strategic Value Partners, LLC
        100 West Putnam Ave
        Greenwich, CT 06830
        Attn: General Counsel's Office
        E-mail: legalnotices@svpglobal.com

                   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.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.


PACIFIC THOMAS: Stakeholder Balks at PMF's Foreclosure Bid
----------------------------------------------------------
Guarantor, equity stakeholder and debtor representative Randal
Whitney asked the Bankruptcy Court to deny Private Mortgage Fund
LLC's motion for relief from the automatic stay on Pacific Thomas
Corp.'s properties acting as collateral:

   1. 1111 29th Avenue, Oakland, California;

   2. 2783 East 12th Street, Oakland, California; and

   3. 2801 East 12th Street, Oakland, California.

In the alternative, Mr. Whitney asked the Court to consider
continuance of the automatic stay pending the outcome of the
Debtor's Plan of Reorganization on file and awaiting final
approval.

Mr. Whitney asserted that:

   -- PMF is significantly protected by the valuation of the
subject properties and the equity value to the Debtor.  The
combined property valuations have range in value from $1,800,000
to over $3,000,000 when describing the neighboring properties on
an individual basis.

  -- the property is necessary to an effective reorganization; and

  -- PMF is entitled to protection for the Debtor's use of cash
collateral and providing PMF an adequate payment.

Mr. Whitney added that PMF will be paid in full under the Plan of
reorganization as submitted by the Debtor.  PMF is adequately
protected by both equity valuations wells as monthly cash
collateral payments ($15,000 per month) paid by the Debtor's
trustee.

As reported in the Troubled Company Reporter, PMF is seeking
authority to foreclose upon its first deeds of trust encumbering
the real properties.

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.

                    About Pacific Thomas Corp.

Walnut Creek, California, 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.

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: U.S. Bank May Foreclose Belgian Drive Property
--------------------------------------------------------------
Bankruptcy Judge M. Elaine Hammond terminated the automatic stay
with respect to the interests of U.S. Bank NA in Pacific Thomas
Corporation's real property commonly known as 179 Belgian Drive,
Danville, California.

U.S. Bank may complete its foreclosure of the real property and
proceed with post-foreclosure remedies, including any unlawful
detainer action, in accordance with applicable law.

U.S. Bank is 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 successors,
by and through its servicing agent Select Portfolio Servicing,
Inc.

As reported in the Troubled Company Reporter on April 14, 2014,
U.S. Bank, also requested that the automatic stay be terminated to
commence and continue all acts necessary to foreclose under the
Deed of Trust secured by the Debtor's property, commonly known as
1122 Vincent Street No. B, in Redondo Beach, California.

U.S. Bank holds the original Promissory Note dated Jan. 3, 2007,
in the principal amount of $840,000, which is secured by the Deed
of Trust of the same date as signed John B. Lockhart and Pele L
Lockhart.

                    About Pacific Thomas Corp.

Walnut Creek, California, 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.

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.


PANACHE BEVERAGE: Hires CFO, Announces Distillery Updates
---------------------------------------------------------
Panache Beverage Inc. announced the appointment of Thomas G. Smith
as chief financial officer, effective April 29th.

The Company entered into an employment agreement with Mr. Smith.
The Agreement will expire on April 29, 2016, unless sooner
terminated or extended.  Under the terms of the Agreement, Mr.
Smith will receive an annual base salary of $120,000 and was paid
a signing bonus of $20,000.  In addition, during the employment
period the Company will pay Mr. Smith a minimum guaranteed
quarterly cash bonus of 2.5 percent of Mr. Smith's base salary.
The Board of Directors, in its sole discretion, may authorize
additional cash bonuses to Mr. Smith based upon performance
criteria set by the Board.

Mr. Smith brings over 20 years of financial and accounting
experience to the Company.  He most recently served as chief
financial officer of Newport International, LLC, a multi
division/multi-locations international import/export distribution
and food and beverage manufacturing organization with annual sales
of 100 million.

Michael Romer, interim president and CEO of Panache Distillery,
stated that, "we are pleased that we were able to find a candidate
that is experienced in public company financial matters and who
will be able to work in the Florida facility."  Mr. Smith will be
based at Panache Distillery as Panache's administration and
operations transition there.

Recently at the Distillery, the Company debuted its new Old South
Shine brand.  The moonshine was created specifically to fulfill an
immediate need for Premier Beverage in Florida.  Panache Beverage
Inc. anticipates expanding the brand into additional markets in
the near future following its initial roll-out.

In addition to the launch of Old South Shine, Panache is in the
process of installing a 2nd bottling line in its distillery
facility.  This will double current bottling capacity and provide
the distillery with the ability to bottle up to 1 million cases
per year.

Mr. Smith concludes, "I am excited to become the Chief Financial
Officer of Panache Beverage Inc. and look forward to assisting the
Distillery to develop into the foundation of the Company."

Additional information is available for free at:

                      http://is.gd/Ge5vvg

                     About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Panache Beverage, Inc., reported a net loss of $4.58 million on
$3.69 million of net revenues in 2013, compared with a net loss of
$3.27 million on $3.29 million of net revenues in 2012.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, Silberstein Ungar, PLLC, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has limited working capital
and has incurred losses from operations.  Silberstein Ungar also
issued a going-concern qualification following the 2012 results.

The Company's balance sheet at Dec. 31, 2013, showed $7.18 million
in total assets, $14.05 million in total liabilities, and a
stockholders' deficit of $6.87 million.


REALOGY CORP: Incurs $46 Million Net Loss in First Quarter
----------------------------------------------------------
Realogy Holdings Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $46 million on $1 billion of net revenues for the three months
ended March 31, 2014, as compared with a net loss of $74 million
on $957 million of net revenues for the same period in 2013.

As of March 31, 2014, the Company had $7.22 billion in total
assets, $5.25 billion in total liabilities and $1.97 billion in
total equity.

"Realogy achieved homesale transaction volume growth of 10% year-
over-year in the first quarter, which is at the midpoint of our
prior guidance range," said Richard A. Smith, Realogy's chairman,
chief executive officer and president.  "Our volume growth was
driven by a 13% increase in average sales price that was partially
offset by a 3% decline in transaction sides.  We saw two opposing
trends in the first quarter that caused an overall shift in
Realogy's mix of business resulting in a higher average sale price
and reduced transaction sides.  Demand at the higher price points
in markets served by our franchisees and company-owned brokerages
was strong, while difficult credit standards and rapid home price
appreciation, primarily caused by low inventory levels,
constrained activity at the entry level of the housing market."

"Our Adjusted EBITDA was lower than the same period in 2013
primarily due to the broad industry decline in mortgage refinance
volume and the resulting impact on our mortgage origination joint
venture and our title agency, TRG," continued Smith.  "This trend,
which is expected to continue for much of 2014, along with a pause
in the rate of growth in the housing recovery we are seeing this
year, could make for challenging near-term comparisons, although
current industry forecasts for 2015 are more favorable."

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

                        http://is.gd/vfT3vA


                        Meeting Results

At the 2014 Annual Meeting held on May 2, 2014, in Madison, New
Jersey, the stockholders:

   (1) elected Jessica M. Bibliowicz and Fiona P. Dias as
       directors to serve a three-year term expiring in 2017 and
       until their successors are duly elected and qualified;

   (2) approved amendments to the Second Amended and Restated
       Certificate of Incorporation to phase out the
       classification of the Board and to provide for the annual
       election of directors;

   (3) approved amendments to the Second Amended and Restated
       Certificate of Incorporation to eliminate the provisions
       relating to Apollo;

   (4) approved, on an advisory basis, the compensation of the
       named executive officers of Realogy Holdings; and

   (5) ratified the appointment of PricewaterhouseCoopers LLP to
       serve as the Realogy Holdings' independent registered
       accounting firm for fiscal year 2014.

Pursuant to the amendments, commencing with the 2015 annual
meeting, directors will be elected annually for terms expiring at
the next succeeding annual meeting of stockholders.  Those
directors previously elected to three-year terms will complete
their three-year terms.  Beginning at the 2017 annual meeting of
stockholders, the declassification of the Board of Directors will
be complete, at which time all directors will be subject to annual
election.  The amendments also provide, consistent with Delaware
law, that directors may be removed without cause, except that
directors serving the remainder of a three-year term may be
removed only for cause, in each case by the vote of at least 75
percent of the shares entitled to vote.  Newly-created Board seats
will continue to be allocated to the classes until the 2017 annual
meeting, and directors appointed to fill newly-created Board seats
or vacancies will hold office for a term that coincides with the
remaining term of the relevant class.  The amendments became
effective upon the filing of a Third Amended and Restated
Certificate of Incorporation of Realogy Holdings with the Delaware
Secretary of State on May 2, 2014.

In connection with the foregoing, the Board also approved
corresponding amendments to the Second Amended and Restated ByLaws
of Realogy Holdings by adopting the Third Amended and Restated
ByLaws.  Article III, Section 3.2 was amended to provide,
beginning with the 2015 annual meeting, for the annual election of
directors to terms expiring at the next annual meeting of
stockholders.  Article III, Section 3.9 was amended to provide
that directors appointed to fill vacancies resulting from death,
resignation, retirement, disqualification, removal from office or
other cause, and newly created directorships resulting from any
increase in the authorized number of directors, will hold office
(a) if appointed prior to the 2017 annual meeting of stockholders,
for a term that will coincide with the remaining term of that
class in which the new directorship was created or vacancy exists
or (b) if appointed at or following the 2017 annual meeting of
stockholders, for a term expiring at the next annual meeting of
stockholders, and in each case will serve until that director's
successor has been duly elected and qualified, subject to such
director's earlier death, resignation or removal.  The Third
Amended and Restated Bylaws became effective upon the filing of
the Third Amended and Restated Certificate of Incorporation with
the Delaware Secretary of State on May 2, 2014.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported net income
of $443 million in 2013, a net loss of $540 million in 2012 and
a net loss of $439 million in 2011.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


QUALITY DISTRIBUTION: Reports $3.1 Million Net Income in Q1
-----------------------------------------------------------
Quality Distribution, Inc., posted net income of $3.07 million on
$234.48 million of total operating revenues for the three months
ended March 31, 2014, as compared with net income of $9.14 million
on $229.42 million of total operating revenues for the same period
last year.

As of March 31, 2014, the Company had $443.15 million in total
assets, $494.39 million in total liabilities and a $51.24 million
total shareholders' deficit.

"Each of our business segments performed well this quarter once
weather conditions improved, resulting in adjusted earnings that
met the high end of our expectations," stated Gary Enzor, Chairman
and chief executive officer.  "We look forward to carrying this
momentum into our stronger seasonal quarters as all indicators
point to solid revenue expectations across our segments, most
notably in our Chemical business."

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

                        http://is.gd/o4IGFJ

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported a net loss of $42.03 million in
2013, as compared with net income of $50.07 million in 2012.

The Company's balance sheet at Dec.31, 2013, showed $427.24
million in total assets, $483.50 million in total liabilities and
a $56.25 million total shareholders' deficit.

                         Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $383.3 million as of
Dec. 31, 2013.  The Company must make regular payments under the
ABL Facility, including the $17.5 million senior secured term loan
facility that was fully funded on July 15, 2013, and the Company's
capital leases and semi-annual interest payments under its 2018
Notes.

"The ABL Facility matures August 2016.  Obligations under the Term
Loan mature on June 14, 2016 or the earlier date on which the ABL
Facility terminates.  The maturity date of the ABL Facility,
including the Term Loan, may be accelerated if we default on our
obligations.  If the maturity of the ABL Facility and/or such
other debt is accelerated, we may not have sufficient cash on hand
to repay the ABL Facility and/or such other debt or be able to
refinance the ABL Facility and/or such other debt on acceptable
terms, or at all.  The failure to repay or refinance the ABL
Facility and/or such other debt at maturity would have a material
adverse effect on our business and financial condition, would
cause substantial liquidity problems and may result in the
bankruptcy of us and/or our subsidiaries.  Any actual or potential
bankruptcy or liquidity crisis may materially harm our
relationships with our customers, suppliers and independent
affiliates," the Company said in the Annual Report for the year
ended Dec. 31, 2013.

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


REVSTONE INDUSTRIES: PBGC Wants Settlement Objections Overruled
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation asks the Bankruptcy Court
to overrule the objections filed by Boston Finance Group, LLC and
the Official Committee of Unsecured Creditors to Revstone
Industries, LLC, et al.'s settlement with the PBGC.

In PBGC's supplemental response to the preliminary objection, PBGC
said the Debtors' proposed settlement of PBGC's claims must be
approved because it is in the best interests of the Debtors and
the creditors of their estates.  The proposed settlement:

   1) resolves the claims of the PBGC, the key creditor in the
cases;

   2) settles and avoids further protracted and costly litigation
over pension liabilities in these bankruptcy cases and in two
separate district court cases; and

   3) provides for distributions to unsecured creditors from the
Debtors' estates, which are administratively insolvent absent a
settlement of PBGC claims.

As reported in the Troubled Company Reporter on March 19, 2014,
BFG joined in the Committee's objection to the Debtors' settlement
with the PBGC asserting that PBGC's claims are overstated and
should be disallowed or estimated at amount tens of millions of
dollars less than the proposed allowed amount of $95 million.

The Committee objects to the settlement because, among other
reasons, the settlement is not in the best interest of unsecured
creditors.

                 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.


REEMA HOSPITALITY: Files for Chapter 11 in Central Florida
----------------------------------------------------------
Reema Hospitality Inc., doing business as Hampton Inn ? Melbourne,
filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 14-04892)
on April 29, 2014 in Central Florida.  The Debtor estimated
$1,000,000 to $10,000,000 in assets and $1,000,000 to $10,000,000
in liabilities.  The creditors' meeting is set for June 2.


REAL ESTATE ASSOCIATES: Delays Form 10-K for 2013
-------------------------------------------------
Real Estate Associates Limited VII filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form
12b-25 with respect to its annual report on Form 10-K for the year
ended Dec. 31, 2013.  The Company said it could not obtain
information from Investee Partnerships for inclusion in the
Company's Form 10-K for the fiscal year ended Dec. 31, 2013,
without unreasonable effort or expense.

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On Feb. 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.

The Partnership disclosed net income of $13.01 million on $0 of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $861,000 on $0 of revenue during the prior year.  The
Company's balance sheet at Sept. 30, 2013, showed $886,000 in
total assets, $18,000 in total liabilities and $868,000 in total
partners' capital.

Ernst & Young LLP, in Greenville, South Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Partnership continues to generate recurring operating
losses.  In addition, notes payable and related accrued interest
totalling $8.09 million are in default due to non-payment.  These
conditions raise substantial doubt about the Partnership's ability
to continue as a going concern.


RITE WAY: Avoidance Suits Against Ciardi Dismissed
--------------------------------------------------
Bankruptcy Judge Stephen Raslavich dismissed separate lawsuit
filed by Terry Dershaw, the Chapter 7 trustee for Rite Way
Electric, Inc., against Albert A. Ciardi, III, Esq., and the law
firm of which he is a principal, Ciardi, Ciardi & Astin, P.C.  The
Chapter 7 Trustee seeks to recover property transferred by the
Debtor to the Defendants before and after the bankruptcy filing.
The complaints also plead state common law causes of action to
recover the same property.  The Trustee also asks the Court to
require the Defendants to explain the circumstances surrounding
the transfers of property.

The claim of a preference as to Mr. Ciardi is not based on a
direct transfer of money.  Rather, it is alleged that he owed the
Debtor money for services rendered to him personally and that the
Debtor forgave that debt. Specifically, it is alleged that for
work performed on his homes, he owed the Debtor upwards of
$68,000. The Debtor, however, is alleged to have cancelled or
written off that debt entirely.

The preference count against the Law Firm pleads two direct
transfers which total $100,000.  The first transfer to the Law
Firm (in the amount of $50,000) is alleged to have been made by
John and Lucille Parks on Nov. 17, 2011.  The second transfer is
alleged to have been made by the Debtor to the Law Firm on Nov.
18, 2011 in the amount of $50,000.

The Defendants moved to dismiss all counts of the Complaints for
failure to state a claim upon which relief may be granted. Where
the Trustee has alleged fraud, the Defendants also maintain that
his allegations lack the requisite heightened specificity
applicable to such claims.

A copy of the Court's May 1, 2014 Opinion is available at
http://is.gd/jVRPhBfrom Leagle.com.

An involuntary chapter 7 bankruptcy case was filed against Rite
Way Electric, Inc. (Bankr. E.D. Pa. Case No. 11-19633) on Dec. 20,
2011, and the order for relief was entered on Feb. 9, 2012.


ROSEVILLE SENIOR: May 13 Hearing on Exclusivity Extension Bid
-------------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 13, 2014, at
10:00 a.m., to consider Roseville Senior Living Properties, LLC's
motion for exclusivity extensions.  Objections, if any, were due
May 6.

The Debtor requested that the Court extend its exclusive periods
to file a Plan of Reorganization from May 25 until Dec. 27.  The
Debtor also seek an extension of the exclusive solicitation period
which is slated to expire July 24.

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.


ROTHSTEIN ROSENFELDT: Trustee, Frank Preve Settle Litigation
------------------------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that
a onetime funder of Scott Rothstein's $1.2 billion Ponzi scheme
has reached a settlement with the bankruptcy trustee of Mr.
Rothstein's former law firm that will bring in roughly $400,000 to
help repay creditors.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


SABINE OIL: Moody's Puts B3 CFR & Caa1 Debt Rating for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed under review for upgrade Sabine
Oil & Gas LLC's (Sabine) B3 Corporate Family Rating (CFR), Caa1
second lien term loan rating and Caa2 unsecured notes rating.
Moody's affirmed Forest Oil Corporation's (Forest) B3 CFR and its
Caa1 unsecured notes rating. Moody's changed Forest's outlook to
stable from negative.

These rating actions were prompted by Sabine's announcement that
it will acquire Forest in an all-stock combination of Sabine and
Forest under a newly incorporated public holding company, Sabine
Oil & Gas Corporation (Newco). Sabine will assume Forest's
existing $800 million of unsecured notes. Each company's board of
directors has approved the transaction. Closing is expected by
2014's fourth quarter.

"The combination of Sabine and Forest joins two companies whose
principal assets in East Texas and the Eagle Ford Shale are highly
complementary, creating a company much larger in size and scale
than the two companies are individually," commented Andrew Brooks,
Moody's Vice President. "Moreover, structured as an all-stock
transaction, the transaction in aggregate is not leveraging and
through anticipated production gains and efficiencies is expected
to reduce the high debt leverage relative to production and cash
flow which presently characterizes each of the companies
individually."

Issuer: Sabine Oil & Gas LLC

  Probability of Default Rating, Placed on Review for Possible
  Upgrade, currently B3-PD

  Corporate Family Rating, Placed on Review for Possible Upgrade,
  currently B3

  Senior Secured Bank Credit Facility, Placed on Review for
  Possible Upgrade, currently Caa1

  Senior Unsecured Regular Bond/Debenture, Placed on Review for
  Possible Upgrade, currently Caa2

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Outlook, Changed To Rating Under Review From Stable

Issuer: Forest Oil Corp.

  Probability of Default Rating, Affirmed B3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Corporate Family Rating, Affirmed B3

  Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

  Outlook, Changed To Stable From Negative

Ratings Rationale

The review for upgrade is predicated on the combination of Sabine
and Forest creating a merged company that would support a B2
Corporate Family Rating. The combined companies' production on a
pro forma basis will exceed 50 thousand barrels of oil equivalent
(Boe) per day. The two companies' principal assets are highly
complementary, establishing a significant combined presence in
East Texas with 275,000 net acres, including a strong position in
the liquids-rich Cotton Valley Sands. With approximately 64,000
net acres in the Eagle Ford Shale, where Forest has struggled to
generate production growth, merged operations will also build
scale. The review will also examine the likelihood of Sabine
creating opportunities for portfolio rationalization, achieving
synergies and enhancing its financial flexibility. Moody's expects
to conclude its review upon the closing of the transaction,
planned for late in 2014's third quarter or early fourth quarter.

The Sabine review will focus on the increased size and scale
achieved through the Forest transaction, together with the
leverage and cash flow metrics of the merged companies. Upon the
closing of the acquisition and the assumption of Forest's debt, a
rating upgrade could be considered to the extent debt on
production falls below $40,000 per Boe and retained cash flow
(RCF) to debt approaches 20%. Given the review for upgrade, a
ratings downgrade would be considered unlikely, however, a
downgrade could be considered if the combined companies'
production falls below 50,000 Boe per day, resulting in debt
leverage increasing to $50,000 per Boe of average daily production
with RCF to debt dropping back into the mid-teens.

Sabine will assume Forest's existing $800 million unsecured notes.
To the extent Forest's notes are put to Sabine under the notes'
change-of-control provisions, Sabine will bridge those purchases
under a new $850 million committed backstop facility, with the
intent of refinancing any notes so purchased with new senior
unsecured debt. Sabine also expects to enter into a new $2.0
billion secured revolving credit facility, providing for an
initial borrowing base of $1.0 billion, secured on a first-lien
basis by substantially all of the company's assets. The expanded
revolver has been sized to provide sufficient liquidity together
with cash from operations to fully fund the merged companies'
drilling program through 2015. Forest's existing $300 million
secured borrowing base revolving credit facility, under which
there were no outstandings at March 31, would be terminated.

Sabine's $650 million senior second-lien term loan is secured by a
second lien on company assets, while its $350 million senior notes
due 2017 would rank pari passu with the $800 million of assumed
Forest notes, unsecured and guaranteed on a senior unsecured basis
by the company's operating subsidiaries. Sabine's second-lien term
loan is rated one-notch beneath the B3 CFR under Moody's Loss
Given Default (LGD) Methodology, while the unsecured notes are
rated two-notches beneath the CFR. Should the Sabine review result
in a one-notch upgrade in the CFR to B2, Forest's unsecured notes
rating would remain unchanged at Caa1, pari with an upgraded Caa1
rating on Sabine's unsecured notes.

As an all-stock transaction, pro forma combined debt leverage
remains relatively unchanged at approximately $40,000 per Boe of
average daily production while RCF to debt remains in the high-
teens. Moody's has cited elevated debt leverage and weak cash flow
metrics as key factors influencing the B3 ratings of each of the
companies individually. Each company's production consists of
about 65% natural gas, a production profile which Moody's sees
changing little in the future, and one which will continue to
impinge on cash flow in a weak gas price environment. However,
Sabine alone increased its production by 30% in 2013, and
presuming it continues to generate production growth on a combined
basis at least in the mid-teens, leverage and profitability
metrics should show steady improvement.

Sabine, previously known as NFR Energy LLC, is a privately held
exploration and production (E&P) company whose operations
commenced in 2007. Originally funded by First Reserve Corporation
and a subsidiary of Nabors Industries Ltd. (Baa2 stable), First
Reserve acquired 100% of Nabors's interest in Sabine's parent
holding company effective December 2012, making First Reserve the
99.6% owner of Sabine.

Sabine Oil & Gas LLC is a privately held E&P partnership
headquartered in Houston, Texas. Forest Oil Corporation is an
independent E&P company headquartered in Denver, Colorado.


SCIENTIFIC LEARNING: Incurs $6.2 Million Net Loss in 2013
---------------------------------------------------------
Scientific Learning Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $6.20 million on $21.06 million of total revenues for
the year ended Dec. 31, 2013, as compared with a net loss of $9.65
million on $28.14 million of total revenues in 2012.  The Company
incurred a net loss of $6.47 million in 2011.

As of Dec. 31, 2013, the Company had $7.11 million in total
assets, $17.75 million in total liabilities and a $10.63 million
total stockholders' deficit.

Armanino LLP, in San Ramon, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company's recurring losses from operations, deficiency in working
capital and its need to raise additional capital raise substantial
doubt about its ability to continue as a going concern.

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

                       http://is.gd/jYwW8h

                  About Scientific Learning Corp

Scientific Learning is an education company.  The Company
accelerates learning by applying proven research on how the brain
learns in online and on-premise software solutions.  The Company
provides its learning solutions primarily to United States K-12
schools in traditional brick-and-mortar, virtual or blended
learning settings and also to parents and learning centers, in
more than 40 countries around the world.  The Company's sales are
concentrated in K-12 schools in the U.S., which in during the year
ended December 31, 2011 were estimated to total over 116,000
schools serving approximately 55 million students in almost 14,000
school districts. During the year ended Dec. 31, 2011, the K-12
sector accounted for 87 percent of the sales of the Company.


SI ORGANIZATION: S&P Affirms 'B' CCR & Rates $540MM Facilities 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Chantilly, Va.-based The SI
Organization Inc.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level ratings to the
proposed $540 million credit facilities, which consist of a $50
million revolving credit facility and a $490 million term loan.
The recovery ratings are '3', indicating S&P's expectation for
meaningful recovery (50%-70%) in the event of a payment default.

"The rating on The SI reflects our revision of the company's
business risk profile to 'fair' from 'weak,' based on our view of
the combined entity's improved scale, and contract and agency
diversification," said Standard & Poor's credit analyst David
Tsui.

The rating also reflects S&P's view of The SI's "highly leveraged"
financial risk profile, based on adjusted leverage pro forma for
the acquisition and including some cost reductions at QNA at about
mid-7x, down from slightly above 8x at fiscal year-end 2013.

S&P revised The SI's business risk profile to "fair" from "weak"
given its significantly increased scale and customer base through
the acquisition of QNA.  S&P views the acquisition favorably as
the combined company will have over $1 billion of revenues and a
substantial contract backlog--nearly $3 billion--which should
provide revenue visibility over the next two to three years.  S&P
views the industry risk as "intermediate" and the country risk as
"very low."  S&P's assessment of the company's management and
governance is "fair."

The outlook is stable, reflecting S&P's expectation that the
company will be largely successful in post-acquisition cost
reduction efforts, and that pro forma for the acquisition and cost
savings it will maintain stable profitability and cash flows,
despite the highly competitive operating environment.

S&P could lower the rating if increased competition causes
substantial pricing pressure or major contract losses, resulting
in decreased profitability and less than adequate liquidity, or
FOCF to debt approaching 2%.

Ratings upside is limited given the current level of leverage and
because S&P don't expect material improvements in credit metrics
over the next 12 months.


SOLUCIONES EMPRENDEDORAS: Case Summary & Top Unsecured Creditor
---------------------------------------------------------------
Debtor: Soluciones Emprendedoras Del Norte
          SA DE CV SOFOM ENR, L.L.C.
        5312 Rio Bravo Drive, Suite 5
        Santa Teresa, NM 88008

Case No.: 14-70254

Chapter 11 Petition Date: May 5, 2014

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

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Adolfo Campero, Jr., Esq.
                  CAMPERO & ASSOCIATES, PC.
                  315 Calle Del Norte, Ste 207
                  Laredo, TX 78041
                  Tel: 956-796-0330
                  Fax: 956-796-0399
                  Email: acampero@camperolaw.com

Total Assets: $3.12 million

Total Liabilities: $3.08 million

The petition was signed by Omar Bazan-Flores, managing member.

The Debtor listed PlainsCapital Bank, at 100 W. Cano Street
Edinburg, Texas 78539-4507, as its largest unsecured creditor
holding a claim of $2,205,965.


SONOMAX TECHNOLOGIES: Delays Filing of Annual Financial Statements
------------------------------------------------------------------
Sonomax Technologies Inc. on May 6 disclosed that it has not filed
its annual financial statements for the fiscal year ended December
31, 2013 and the related management's discussion and analysis by
the legal deadline of April 30, 2014.  In place of an issuer
cease-trade order against all of Sonomax's shareholders, Sonomax
has obtained a management cease-trade order from the Autorite des
marches financiers under National Policy 12-203 Cease Trade Orders
for Continuous Disclosure Defaults, under which Sonomax's six
directors and senior officers cannot trade in Sonomax securities.

Sonomax's failure to file its audited financial statements by the
prescribed deadline is due to Sonomax making the necessary
arrangements to complete the annual audit.  In particular, in
light of its difficult financial situation, Sonomax must make
satisfactory arrangements to pay its auditors.  Sonomax is
actively seeking the necessary funding and is confident that it
will be able to make such satisfactory financial arrangements with
its auditors shortly.

Should Sonomax fail to file the appropriate Default Status Report
as prescribed by National Policy 12-203 Cease Trade Orders for
Continuous Disclosure Defaults, the securities commissions or
regulators may as a result impose an issuer cease-trade order
against all shareholders of Sonomax.  Sonomax expects to file its
audited financial statements for the fiscal year ended
December 31, 2013 and the related management's discussion and
analysis by June 30, 2014.  Sonomax confirms that it intends to
provide Default Status Reports for so long as it is in default of
its requirement to file the annual financial statements.

Sonomax confirms that, at the date hereof, there are no insolvency
proceedings against it and no other material information
concerning the affairs of Sonomax that has not been generally
disclosed.

Corporate Update

Hearing Protection

Despite the financial challenges, Sonomax has successfully seeded
the market with 5,000 pairs of its award-winning V5 self-fit
hearing protection products through a network of established
global Master Distributors.  Sonomax can report that it has
recently secured inventory financing for the next order of 8,000
pairs.  Sonomax is also engaged in a more long-term inventory
financing arrangement with an international trade & finance
company which it hopes to conclude in the next 60 days.

Medical Device

Sonomax has started a development project to modify the
SonoFit(TM) system to assist in the delivery of a medical device
in the United States. While still early stage, the project is
promising and entirely funded by the end-user customer.

                  About Sonomax Technologies Inc.

Sonomax -- http://sonomax.com-- engages in the product
development, research, and licensing of in-ear technologies.  With
more than 21 patents and 10 trademarks worldwide, Sonomax's
pioneering innovation includes instant custom-fitting earpieces
that deliver the most comfortable, protective and sound-enhancing
experience in the world.


STEREOTAXIS INC: To Issue 1 Million Shares Under Incentive Plan
---------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement to register 1,000,000
shares of common stock issuable under the Company's  2012 Stock
Incentive Plan for a proposed maximum aggregate offering price of
$3.73 million.  A copy of the Form S-8 prospectus is available at:

                         http://is.gd/d5ZKVt

                           About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $68.75 million in 2013, as
compared with a net loss of $9.23 million in 2012.  As of Dec. 31,
2013, the Company had $31.07 million in total assets, $42.77
million in total liabilities and a $11.70 million total
stockholders' deficit.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
net capital deficiency.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


STEPHEN MUNSON: Dist. Court Won't Hear Appeal Over Sanctions
------------------------------------------------------------
District Judge Michael W. Mosman in Portland, Ore., said he lacks
appellate jurisdiction to hear the appeal launched by Stephen
Miles Munson from the bankruptcy court's order finding Mr. Munson
in contempt of court based on his violation of a permanent
injunction issued by the bankruptcy court.  The bankruptcy court
had ordered Mr. Munson to show cause why, among other things, he
should not be fined $500 per day until he performed his
obligations under the permanent injunction.

Judge Mosman said the bankruptcy court's ruling was interlocutory
and Mr. Munson failed to seek leave of court to take an appeal.

After a lengthy reorganization process in the Bankruptcy Court, a
plan of liquidation was confirmed in Mr. Munson's Chapter 11 case
which required him to deliver to Gradient Resources, Inc., a
creditor in that bankruptcy, or its designees the original stock
certificates, warrants, options, and any and all other instruments
and documentation evidencing Gradient stocks that Mr. Munson owned
at the time of the bankruptcy filing. Mr. Munson and his
affiliated entities were also prohibited and permanently enjoined
from bringing any Gradient-Related Claims and any Rights of Action
against any or all of the Gradient Releasees.  But Mr. Munson has
failed to deliver the stock certificates and has continued to
pursue state court.

A copy of the Court's April 29, 2014 Opinion and Order is
available at http://is.gd/RFV87Tfrom Leagle.com.

Stephen Munson filed a Chapter 11 petition (Bankr. D. Ore. Case
No. 11-30188) on Jan. 10, 2011.


STERLING INFOSYSTEMS: Moody's Retains CFR Over New Loan Offering
----------------------------------------------------------------
Sterling Infosystems, Inc.'s plan to reduce the size of the
shareholder distribution as well as the proposed term loan
offering that will be used to fund the distribution, is a modest
credit positive, but does not impact the company's B2 corporate
family rating (CFR), instrument ratings, or the stable ratings
outlook, says Moody's Investors Service.

Sterling Infosystems, Inc. provides pre- and post-employment
verification services including criminal background checks,
credential verification and employee drug testing. Sterling is
majority-owned by affiliates of private equity sponsor Calera
Capital and management.


STERLING INFOSYSTEMS: S&P Retains 'B' Rating After Loan Downsize
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' secured debt
rating on New York-based Sterling Infosystems Inc.'s proposed
secured term loan due 2021 is unchanged following the reduction of
the loan to $250 million, from $290 million.  S&P is, however,
revising its recovery rating on the proposed debt to '3', which
indicates S&P's expectation for meaningful (50%-70%) recovery in
the event of a default, from '4' as a result of the lower debt
amount.

The 'B' corporate credit rating on Sterling Infosystems remains
unchanged.  The outlook is stable.

S&P expects the company to use proceeds from the proposed issue to
fund a roughly $68 million dividend (reduced from $115 million) to
shareholders, and to refinance the existing $160 million term
loan.  S&P estimates pro forma debt-to-EBITDA leverage will
increase to the low- to mid-5x area from the high-3x area for the
12 months ended March 31, 2014.

"Our ratings on employment and background screening provider
Sterling Infosystems reflect our assessment that the company's
financial risk profile is "highly leveraged", with pro forma
leverage in the low- to mid-5x area.  Our ratings further reflect
our view that Sterling Infosystems' business risk profile
continues to be "weak" given the company's very narrow business
focus on employment and background screening services, which we
believe is highly competitive and can be subject to pricing
pressure.  Our business risk assessment also incorporates our view
that Sterling benefits from a well-diversified customer base, its
position as a low cost provider, and good profitability," S&P
said.

Ratings List

Sterling Infosystems Inc.
Corporate credit rating            B/Stable/--

Issue Ratings Unchanged, Recovery Rating Revised
                                    To              From
Sterling Infosystems Inc.
Senior secured
  $250 mil. term loan due 2021      B               B
   Recovery rating                  3               4


STG-FAIRWAY ACQUISITIONS: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Atlanta-based STG-Fairway Acquisitions Inc., including its 'B'
corporate credit rating, on CreditWatch with negative
implications.  This means S&P could either lower or affirm the
ratings after it completes its review.  Total debt outstanding as
of Sept. 30, 2013 was approximately $438 million.

"The CreditWatch placement reflects the heightened risks
associated with STG-Fairway's discovery of accounting errors that
we understand only relate to its 2012 financial statements," said
Standard & Poor's credit analyst Jerry Phelan.  "It is our
understanding that the company is delaying the issuance of its
2013 audited financial statements in order to complete the re-
audit of its 2012 financial statements."

Resolution of the CreditWatch depends on the company's ability to
provide audited financial statements within the requested amended
timeframe which reflect, in S&P's opinion, its financial condition
substantially close to levels S&P had previously anticipated.  S&P
could lower the ratings if the company is unable to provide
financial statements within the requested time period, or if its
financial condition, including credit measures and liquidity, are
materially weaker than S&P had previously anticipated.  This could
occur if S&P believes the company will sustain leverage above
5.0x.  Conversely, S&P could affirm the ratings if the company
provides audited financial statements within the requested
timeframe that reflect credit measures and liquidity at levels
that are reasonable close to S&P's previous expectations.
Currently, S&P expects the company's leverage to be in the low- to
mid-4x area at year-end 2014 and funds from operations to total
debt in the mid- to high-teens.


SUNTECH POWER: Can't Dodge Solyndra's Antitrust Suit
----------------------------------------------------
Law360 reported that a California federal judge refused to dismiss
bankrupt solar panel maker Solyndra LLC's antitrust lawsuit
brought against Suntech Power Holdings Co. Ltd. and two other
Chinese companies for allegedly colluding to lower solar panel
prices and forcing American companies to close up shop.

According to the report, the complaint, which asserts a federal
claim under the Sherman Antitrust Act and various state law
claims, alleges the companies agreed among themselves to sell
their products at artificially low prices, flooding the U.S. with
cheap solar panel systems.

The case is Solyndra, LLC v. Suntech Power Holdings Co., Ltd. et
al., Case No. 4:12-cv-05272 (N.D. Calif.).

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are
represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP,
in White Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.

In February 2014, Suntech Power disclosed that the joint
provisional liquidators of the Company appointed by the Grand
Court of the Cayman Islands to oversee the restructuring of the
Company have commenced a Chapter 15 proceeding under the U.S.
Bankruptcy Code in a federal court in the Southern District of New
York.  Under such a proceeding, the Company is seeking to have
recognized in the United States the Company's overseas provisional
liquidation which has previously been granted in the Cayman
Islands.


SURFACING USA: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Surfacing USA LLC
        3321 Bus 83 Hwy
        McAllen, TX 78501

Case No.: 14-70249

Chapter 11 Petition Date: May 5, 2014

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

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Francisco J. Tinoco, Esq.
                  LAW OFFICE OF J.F. TINOCO
                  200 South 10th Street, Suite 802
                  McAllen, TX 78501
                  Tel: 956-683-8300
                  Fax: 956-683-8305
                  Email: tinoco@sotxlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: not indicated

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb14-70249.pdf


TELEXFREE INC: Bankruptcy Case Goes to Massachusetts
----------------------------------------------------
Beth Healy, writing for The Boston Globe, reported that Bankruptcy
Judge August B. Landis made a ruling from the bench May 6 to move
the TelexFree Inc. bankruptcy case to Massachusetts and
temporarily suspend proceedings, a court official confirmed.

The Globe noted that TelexFree filed for Chapter 11 just days
before state and federal securities regulators brought civil fraud
charges against the company's principals.  Federal agents raided
TelexFree's Marlborough office on April 15, two days after the
bankruptcy filing, and regulators soon froze the company's assets.
Secretary of State William F. Galvin accused the company of luring
$90 million from Massachusetts residents who signed up for
TelexFree's Internet phone service and opened investment accounts
with the company on promises of large returns.

The report said the Securities and Exchange Commission said as
much as $300 million may have been invested across the country.
Federal authorities had urged the Las Vegas court to send the case
to Massachusetts, alleging that TelexFree filed for bankruptcy
protection in Las Vegas merely to evade regulators and victims in
the Boston area.

The Globe noted that the judge's decision means a class-action
lawsuit filed on behalf of some TelexFree victims will be
transferred to Boston, according to Robert J. Bonsignore, a
Belmont, N.H., lawyer who filed the case initially in Nevada.  The
case, filed on behalf of two Massachusetts residents, seeks
damages for victims and names numerous parties as defendants
beyond TelexFree and its principals, including banks and lawyers.

TelexFree was shut down by a judge in Brazil in 2013 and then
shifted its attention to US investors, according to the lawsuits
filed by regulators and Mr. Bonsignore. The company has thousands
of victims around the world, according to the regulators.

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFree's retail VoIP product, 99TelexFree, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFree product, the
TelexFree "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over $1
billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.

TelexFree, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

The Debtors have been notified that they must file their schedules
of assets and liabilities and statements of financial affairs by
April 27, 2014.


THERAPEUTICSMD INC: Incurs $9.2-Mil. Net Loss in First Quarter
--------------------------------------------------------------
TherapeuticsMD, Inc., reported a net loss of $9.18 million on
$2.83 million of net revenues for the three months ended March 31,
2014, as compared with a net loss of $6.37 million on $1.53
million of net revenues for the same period last year.

As of March 31, 2014, the Company had $53.56 million in total
assets, $6.81 million in total liabilities and $46.75 million in
total stockholders' equity.

Robert G. Finizio, co-founder and chief executive officer, stated,
"This has been a busy and exciting quarter for us, highlighted by
advancements in clinical trials for our principal hormone therapy
drug candidates.  Our two largest commercial opportunities are our
investigational combination estradiol and progesterone (E+P)
therapy for treatment of vasomotor symptoms in menopausal women,
and estradiol VagiCap for VVA.  We remain on track to complete
enrollment this fall in the E+P phase 3 trial, where enrollment is
strong and patient retention is positive.  Pending a successful
trial, the U.S. Food and Drug Administration's (FDA) approval of
our E+P drug candidate, we will be well positioned as a first-
mover in this multi-billion dollar market to introduce and
capitalize on what could be the first safe and effective
bioidentical combination hormone therapy product for menopausal
women."

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

                         http://is.gd/IfSizn

                         About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $28.41 million in 2013, a
net loss of $35.12 million in 2012, and a net loss of $12.9
million in 2011.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.


THR & ASSOCIATES: Ex-CEO Must Pay $12M in OT Suit, Judge Says
-------------------------------------------------------------
Law360 reported that the former CEO of defunct gold-buying company
THR & Associates Inc. has been hit with a $12.2 million default
judgment in a collective action accusing him of failing to pay
overtime to his employees, an Illinois federal judge ruled.

According to the report, U.S. District Judge Richard Mills ordered
former THR CEO Jeffrey Parsons to fork over $12.2 million to a
class of managers, buyers and auditors who were allegedly not paid
overtime wages, in violation of the Fair Labor Standards Act.

The case is Lee v. THR & Associates, Inc. et al., Case No. 3:12-
cv-03078 (C.D. Ill.).


TRANS ENERGY: Delays Form 10-K for 2013
---------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.  The Company has not finalized its financial
statements for the fiscal year ended Dec. 31, 2013, nor has the
Company's certifying auditors had the opportunity to complete
their audit of the financial statements to be included in the Form
10-K.  Accordingly, the Company cannot complete and file its Form
10-K annual report by the due date, but expects its financial
statements and audit will be completed and the Form 10-K finalized
in order to file the report within the prescribed extension
period.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy incurred a net loss of $21.20 million in 2012 as
compared with net income of $8.92 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $83.06
million in total assets, $85.46 million in total liabilities and a
$2.40 million total stockholders' deficit.


TREYSON DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Treyson Development, Inc.
        120 Jonquil Avenue
        McAllen, TX 78504

Case No.: 14-70256

Chapter 11 Petition Date: May 5, 2014

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

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  LAW OFFICE OF ANTONIO VILLEDA
                  5414 N 10th St
                  McAllen, TX 78504
                  Tel: 956-631-9100
                  Email: avilleda@mybusinesslawyer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Hector Ruben Lopez, Jr., president.

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


TYMBER SKAN ON THE LAKE: Meeting of Creditors on June 2
-------------------------------------------------------
Tymber Skan on the Lake Homeowners Association, Section One, Inc,
filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 14-____) on
April 28, 2014, in Central Florida.  The Debtor estimated $0 to
$50,000 in assets and $50,000 to $100,000 in liabilities.  The
meeting of creditors is set for June 2, according to the Orlando
Sentinel.

A related entity, Tymber Skan on the Lake Homeowners Association,
Section Three, Inc., also sought bankruptcy protection (Case No.
14-bk-04869), estimating $0 to $50,000 in assets and $50,000 to
$100,000 in liabilities.

The Winter Park, Florida-based entities are represented by:

         Shannon Marie Charles
         Harrison Berry, P.A.
         1330 Palmetto Avenue
         Winter Park, FL 32729
         Tel: (407) 443-4710
         E-mail: scharles@charlesmaynardlaw.com


UNIFIED 2020: Court Approves Settlement With United Central Bank
----------------------------------------------------------------
The Bankruptcy Court approves a compromise and settlement of
controversies between Daniel J. Sherman, as Chapter 11 trustee for
Unified 2020 Realty Partners, LP, and United Central Bank.

The Court further rules that, to the extent that the Court
approves a fee payable to Southland Property Tax Consultants,
Inc., those fees will be paid out of the refund of property taxes
previously paid by Unified 2020 to Dallas County. If the refund
fund is insufficient, then the fees will be paid from the estate
or cash collateral to the extent ordered by the Court.

Prior to the bankruptcy filing, United Central Bank agreed to
provide the Debtor with a loan in the original principal amount of
$13,400,000, secured by the real property and improvements located
at 2020 Live Oak Street, Dallas County, Texas.  The Bank, in an
Oct. 18, 2013 filing, asserted that prior to the bankruptcy,
Unified 2020 defaulted on its payment obligations by failing to
make the deferred interest payment due Dec. 10, 2011.  The Bank
has asserted a claim of no less than $14,899,523, as of Sept. 3,
2013.

As reported by the Troubled Company Reporter on Feb. 26, 2014, the
parties' stipulation settles, among other things, the Bank's
claims as well as causes of action between the Debtor's estate and
the Bank, including the resolution of amounts alleged as owed by
the Debtor's estate via the Loan, the Note, the Deed of Trust,
Security Agreement, Collateral Assignment, UCC-1, the JNC Loan
Guaranty, Second Lien Deed of Trust and/or the Proof of Claim, and
claims that have been, or could have been asserted by the Debtor
in the lawsuit styled Unified 2020 Realty Partners, GP, LLC, et
al. v. United Central Bank, et al., Cause No. DC-13-03312, pending
in the 160th Judicial District Court of Dallas County, Texas.

Under the settlement agreement, the parties propose that the Bank
be permitted to credit bid on the property up to the amount of
$15,000,000.

The stipulation proposes to lift the automatic stay effective June
24, 2014, unless (a) the Bank is the winning bidder at a Section
363 Sale of the Debtor's assets, and a closing on the sale of the
property conveying the property to the Bank has occurred by June
15, 2014; or (b) the Bank receives cash equal to the credit bid
amount on or before June 15.

                   About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor has obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.

In January 2014, Unified 2020 Realty Partners withdrew its second
amended disclosure statement, which explains the company's plan of
liquidation.  At that time, the Debtor said it remains involved in
a negotiation process and do not want to impose upon the court's
time by filing another request to continue the disclosure
statement hearing.  United Central Bank objected to the Plan,
saying the Plan is not feasible, much less confirmable within a
reasonable period of time.


UNIFIED 2020: Court Lifts Stay for United Central Bank
------------------------------------------------------
Daniel J. Sherman, as Chapter 11 trustee for Unified 2020 Realty
Partners, LP, and United Central Bank entered into a stipulation
to lift the automatic stay.

The Court, at the parties' behest, approves the stipulation.

Schiller Exline PLLC filed an objection to the stipulation but it
has been overruled by the Court.

As reported in the Troubled Company Reporter, UCB asked that the
court terminate automatic stay as to Unified 2020's property.  The
bank, in an Oct. 18 filing, asserted that prior to the bankruptcy
filing, Unified 2020 defaulted on its payment obligations by
failing to make the deferred interest payment due Dec. 10, 2011.

UCB also noted that the Plan filed by the Debtor is not feasible,
much less confirmable within a reasonable period of time because,
among other things: (a) the plan does not pay the "allowed claims"
of creditors in full as required by its express terms; (b) the
plan does not propose to pay, much less satisfy, UCB's secured
claim in full and therefore fails to satisfy 11 U.S.C. Section
1129(b)(2)(A); and (c) Moms Against Hunger lacks the cash, assets
or resources to pay or finance the "cash down payment, seller
financing or deferred consideration to fund the plan.

On Sept. 3, 2013, UCB filed its secured proof of claim of no less
than $14,899,523 plus such other amounts, including late fees,
penalties, attorney's fees, costs and interest as are due under
the loan documents.

                   About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor has obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.

In January 2014, Unified 2020 Realty Partners withdrew its second
amended disclosure statement, which explains the company's plan of
liquidation.  At that time, the Debtor said it remains involved in
a negotiation process and do not want to impose upon the court's
time by filing another request to continue the disclosure
statement hearing.  United Central Bank objected to the Plan,
saying the Plan is not feasible, much less confirmable within a
reasonable period of time.


UNITED AIRLINES: S&P Assigns 'B' Rating to $308.46MM Bonds
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
United Airlines Inc.'s $308.46 million Airport System Special
Facilities Revenue Refunding Bonds, Series 2014 (United Airlines
Inc. Terminal E Project).  The 2014 bonds are being issued to
refinance a portion of the outstanding Airport System Special
Facilities Revenue Bonds (Continental Airlines Inc. Terminal E
project) Series 2001 (currently $304.49 million outstanding).  The
facilities being refinanced for United are located at
Intercontinental Airport in Houston, Texas.  In 2010, Continental
and United Air Lines Inc. merged to form United Continental
Holdings Inc.; on April 5, 2013, the two airlines combined to form
United Airlines Inc. The bonds will remain general unsecured
obligations of United, with the principal security for the payment
of the bonds made by United under a lease agreement.  The bonds,
which S&P views as the equivalent to senior unsecured debt, are
rated the same as parent United Continental's unsecured debt
('B').  S&P do not notch down United Continental's unsecured debt
rating from its 'B' corporate credit rating as it is guaranteed by
United Airlines Inc. (also rated 'B').

"Our corporate credit rating on Chicago, Ill.-based United
Continental Holdings Inc. (parent of United Airlines Inc.) is
B/Stable/--. United is the second largest U.S. airline.  Our
corporate credit rating reflects the company's substantial market
position and expected synergies from the 2010 merger of UAL Corp.,
parent of United Airlines Inc., and Continental Airlines Inc.; and
also the company's heavy debt and lease burden.  We characterize
United Continental's business risk profile as "weak," its
competitive position as "fair," its financial risk profile as
"aggressive," and its liquidity as "adequate" under our criteria,"
S&P said.

The outlook is stable.  S&P could raise its ratings if strong
earnings and faster-than-expected achievement of merger synergies
allow the company to generate adjusted FFO to debt consistently in
the mid-teens percent area.  On the other hand, S&P could lower
its ratings if financial results deteriorate such that FFO to debt
falls into the mid-single-digit percentage area.  This could
happen in adverse industry conditions, possibly resulting from a
major recession or much-worse-than-anticipated merger integration
problems.

RATING LIST

United Continental Holdings Inc.
Corporate credit rating                   B/Stable/--

New Rating
United Airlines Inc.
$308.46 mil. Airport System Special
Facilities Revenue Refunding Bonds,
Series 2014*                              B

*Houston, Texas is the issuer.


UNIVERSAL HEALTH: May Modify Global Settlement Agreement
--------------------------------------------------------
The Bankruptcy Court authorized Soneet R. Kapila, as Chapter 11
trustee for Universal Health Care Group, Inc., et al., to modify a
global settlement with BankUnited, N.A.

BankUnited, N.A., serves as issuing lender and as administrative
agent on behalf of a bank group consisting of Capital Bank
Financial Corp., Mercantil Commercebank, N.A., Banco De Credito E
Inversiones Miami Branch and Israel Discount Bank.

The Trustee and BankUnited said that modification to the
settlement will (i) increase the carve out to the Debtor from 15%
to 25% of any surplus attributable to the Debtor's ownership of
the Subsidiaries; (ii) to return the voting rights in Universal
HMO of Texas, Inc. (UHMOT), and Universal Health Care of Nevada,
Inc. (UHCNV) to the Trustee; and (iii) to provide that BankUnited
will advance funds for the preservation of the Debtor's computer
servers.

In consideration of the modification, the Trustee agreed to file a
motion requesting authorization to appoint J. Mark Abernathy as
the sole director of (i) UHMOT and (ii) UHCNV; (b) directing Mr.
Abernathy to evaluate and advise the Trustee and BankUnited
whether it is appropriate to file Chapter 11 petitions for UHMOT
and UHCNV to preserve the equity in UHMOT and UHCNV; and (c)
providing Mr. Abernathy the authority to file Chapter 11
bankruptcy petitions for UHMOT and UHCNV if he deems it
appropriate.

A copy of the modifications to global settlement is available for
free at http://bankrupt.com/misc/UniHealth_modifyGSettlement.pdf

As reported in the Troubled Company Reporter on Nov. 13, 2013, the
Court approved the global settlement to resolve BankUnited's
motion for relief from the automatic stay to exercise its security
interest against the $5.8 million tax refund.  Objections were
filed by the chapter 11 trustee and the Florida Department of
Financial Services as the receiver for Universal Health Care, Inc.
and Universal Health Insurance Company, Inc.

The terms of the original agreement include, among other things:

   1. the Bank Group will be deemed to have allowed and valid
liens against the prepetition assets of Universal Group and AMC,
as described in the Credit Agreement, the Security Agreement, the
Pledge Agreement and the UCC-1 Financing Statements, subject to
the allowed carve-outs set forth in the Settlement Agreement.

   2. Universal Group Carve-outs.  The trustee, on behalf of the
estate of Universal Group, will receive these carve-outs from the
liens of the Bank Group:

     a. absent a separate court-approved settlement agreement with
the Florida Receiver to the contrary, the trustee will receive 30%
or an amount not to exceed $750,000 from amounts determined due to
BankUnited or the trustee from the $5.8 million Tax Refund.

     b. absent a separate court-approved settlement agreement with
the Florida Receiver to the contrary, the trustee will receive 30%
of amounts recovered from the Florida Receiver, with a cap of
$3 million on the amounts recoverable from the $11 million Tax
Refund by BankUnited or the trustee.

     c. the trustee will receive 15% of any surplus attributable
to Universal Group's ownership of each of the Regulated Entities.

     d. the trustee will receive 5% of any deposit recoveries from
Carepoint/Citrus and will share equally with BankUnited on any net
recoveries obtained as a result of any consequential damages
recovered.

   3. BankUnited and the Bank Group will waive liens, if any
against any debtor in possession account maintained by the Trustee
for Universal Group and for AMC.

   4. BankUnited will be entitled to stay relief to exercise set
off rights against accounts maintained in the name of Universal
Group, and frozen during the Chapter 11 case, except that
BankUnited will deliver to the trustee $35,000 from those accounts
pursuant to the Bank Group's prior consent to allow the Trustee to
use cash collateral.

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

                  About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


VAQUERIA EL VERDOR: Case Summary & 11 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Vaqueria El Verdor
        HC 01 BOX 5943
        CAMUY, PR 00627

Case No.: 14-03728

Chapter 11 Petition Date: May 6, 2014

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

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  WINSTON VIDAL LAW OFFICE
                  PO BOX 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114
                  Email: wvidal@prtc.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jose Gabriel Cordero Jimenez,
president.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-03728.pdf


VELATEL GLOBAL: Delays Form 10-K for 2013
-----------------------------------------
VelaTel Global Communications, Inc., filed with the U.S.
Securities and Exchange Commission a Notification of Late Filing
on Form 12b-25 with respect to its annual report on Form 10-K for
the quarter ended Dec. 31, 2013.  The Company was unable to file
its Form 10-K for the period ended Dec. 31, 2013, in a timely
manner because the Company was not able to complete its financial
statements by the time required for the Company to timely file its
Form 10-K.

                        About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  See http://www.velatel.com/

Velatel Global incurred a net loss of $45.60 million on $1.87
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $21.79 million on $0 of revenue for the year
ended Dec. 31, 2011.  The Company's balance sheet at Sept. 30,
2013, showed $2.56 million in total assets, $51.68 million in
total liabilities and a $49.12 million total deficiency.

Kabani & Company, Inc., in Los Angeles, California, 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 viability is dependent upon its
ability to obtain future financing and the success of its future
operations.  The Company has incurred a net loss of $45,601,292
for the year ended Dec. 31, 2012, cumulative losses of
$298,347,524 since inception, a negative working capital of
$34,972,850 and a stockholders' deficiency of $36,566,868.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.


VIGGLE INC: PAR Investment Holds 9.9% Equity Stake
--------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, PAR Investment Partners, L.P., and its affiliates
disclosed that as of April 25, 2014, they beneficially owned
1,375,000 shares of common stock of Viggle Inc. representing 9.9
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/6tDxR2

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VILLAGE AT KNAPP'S: Asks Court to Deny Bank's Dismissal Request
---------------------------------------------------------------
The Village at Knapp's Crossing, LLC, asserts that the
International Bank of Chicago fails to establish that there is
cause to dismiss or convert its Chapter 11 cases.

The contention is in response to the bank's second request to
dismiss or convert The Village's cases to Chapter 7 liquidation
because of, among other things, lack of progress in reorganizing.

The City of Grand Rapids Michigan and First Community Bank support
the bank's request. However, First Community clarifies that it
favors a dismissal in lieu of conversion under Chapter 7.

In response to the bank's assertions, William G. Tishkoff, Esq.,
at Tishkoff & Associates PLLC, in Ann Arbor, Michigan, points out
that:

   (a) The Village has made significant progress towards
       confirming its plan of reorganization;

   (b) the first amended plan being not feasible is simply
       incorrect; and

   (c) the first amended plan was proposed in good faith.

Mr. Tishkoff contends that dismissal is not in the best interest
of creditors and the estate. An orderly reorganization will
provide a far greater benefit to creditors and to the estate than
liquidation, he explains.

Mr. Tishkoff adds that a plan of reorganization may be confirmed
by June 25, 2014, as The Village continues to work on its second
amended disclosure statement.

In that regard, The Village asks the Court to deny the bank's
request for dismissal or conversion of the Chapter 11 cases.

               About The Village at Knapp's Crossing

The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales presides over the case.

The Debtor has scheduled $65,109,523 in total assets and
$7,419,217 in total liabilities.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff,
Esq., serve as the Debtor's counsel.  John S. Huizinga CPA serves
as accountants.

In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9,
dropped his bid to convert the Debtor's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

FCB is represented by Thomas G. King, Esq., at Kreis, Enderle,
Hudgins & Borsos, P.C.

                           *     *     *

The Village at Knapp's Crossing, L.L.C., has filed a first amended
disclosure statement in support of its plan of reorganization
dated Feb. 25, 2014.  In general, the Plan provides for repayment
of the Debtor's Creditors in amounts determined by Creditors'
status and classification pursuant to the Bankruptcy Code as well
as the Debtor's ability to fund such payments, with such amounts
to be paid from the operations of the Debtor and the possible sale
of certain properties of the Debtor.  With respect to payments of
specific classes of creditors, the Plan provides for the payment
in full of administrative expense and priority claims either on
the Effective Date of the Plan, pursuant to agreement among the
claimants and the Debtor, from the sale of Property, or during the
life of the Plan and no later than five years from the Effective
Date.

Hearing regarding the disclosure statement has been adjourned to
June 25, 2014.


VILLAGE AT KNAPP'S: First Community Bank Asks Court to Lift Stay
----------------------------------------------------------------
The First Community Bank, formerly known as Select Bank, is a
secured creditor of The Village at Knapp's Crossing, LLC, under a
mortgage of two real properties in Grand Rapids, Michigan:

   (a) at 2335 Dunnigan NE, valued at $138 million; and

   (b) at 2284 East Beltline Avenue NE, valued at $125 million.

The balance due under the mortgage exceeds $192 million and
delinquent real property taxes are due for $17.8 million.

The bank asks the Court to lift the automatic stay regarding its
interest in the Dunnigan and Beltline properties. The bank further
seeks the Court's authority to pay the dues and taxes from funds
resulting from a sale of the properties.

Sara E.D. Fazio, Esq., at Kreis, Enderle, Hudgins & Borsos, P.C.,
in Grand Rapids, Michigan, argues that:

   (a) It is late in the case, the bankruptcy petition was
       filed nearly 8 months ago.

   (b) No confirmable plan has been filed.

   (c) Hearing regarding the disclosure statement has been
       adjourned to June 25, 2014. By then, the case will be
       nearly 11 months old.

   (d) Numerous competing interests exists involving the
       development of The Village at Knapp's Crossing
       project including International Bank of Chicago's
       move for dismissal or conversion of the cases.

   (e) No other creditor has an interest in the properties
       except the taxing authorities, who will be paid in full
       via a foreclosure proceeding.

   (f) the bank has not received a single payment on its
       mortgage since July 30, 2013. Further delays will result
       in economic harm to First Community far outweighing any
       harm to The Village, who collects monthly rents on both
       properties.

   (g) The Village has not offered adequate protection to First
       Community in the form of monthly payments including a
       reserve for taxes to become due.

The bank's counsel may be reached at:

     Sara E.D. Fazio, Esq.
     KREIS, ENDERLE, HUDGINS & BORSOS, P.C.
     40 Pearl Street NW, 5th Floor
     Grand Rapids, MI 49503-2612
     Tel: 616-254-8400
     E-mail: Sara.Fazio@KreisEnderle.com

               About The Village at Knapp's Crossing

The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales presides over the case.

The Debtor has scheduled $65,109,523 in total assets and
$7,419,217 in total liabilities.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff,
Esq., serve as the Debtor's counsel.  John S. Huizinga CPA serves
as accountants.

In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9,
dropped his bid to convert the Debtor's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

FCB is represented by Thomas G. King, Esq., at Kreis, Enderle,
Hudgins & Borsos, P.C.

                           *     *     *

The Village at Knapp's Crossing, L.L.C., has filed a first amended
disclosure statement in support of its plan of reorganization
dated Feb. 25, 2014.  In general, the Plan provides for repayment
of the Debtor's Creditors in amounts determined by Creditors'
status and classification pursuant to the Bankruptcy Code as well
as the Debtor's ability to fund such payments, with such amounts
to be paid from the operations of the Debtor and the possible sale
of certain properties of the Debtor.  With respect to payments of
specific classes of creditors, the Plan provides for the payment
in full of administrative expense and priority claims either on
the Effective Date of the Plan, pursuant to agreement among the
claimants and the Debtor, from the sale of Property, or during the
life of the Plan and no later than five years from the Effective
Date.

Hearing regarding the disclosure statement has been adjourned to
June 25, 2014.


WCI COMMUNITIES: Creditors Trust Holds 5.4% of Shares
-----------------------------------------------------
WCI Communities, Inc. Creditor Trust; Ocean Ridge Capital
Advisors, LLC, as Trustee; and Bradley E. Scher, Managing Member
of the Trustee, disclosed in a Schedule 13G filing with the
Securities and Exchange Commission that they may be deemed to hold
1,393,075 shares or 5.4% of Common Stock, $0.01 par value per
share, of WCI Communities, Inc.

Ocean Ridge Capital Advisors, the Trustee of the WCI Communities,
Inc. Creditor Trust, is acting under the terms and conditions of
the WCI Communities, Inc. Creditor Trust Agreement, dated as of
August 31, 2009, by and among WCI Communities, Inc. and its
affiliated debtors and debtors in possession and any successors in
interest, as settlors in their capacities as debtors and as
reorganized debtors under the Second Amended Joint Chapter 11 Plan
of Reorganization for WCI Communities, Inc. and Its Affiliated
Debtors dated July 16, 2009, confirmed by Order dated Aug. 26,
2009.

The percent of class is based on 25,869,148 shares of Common Stock
outstanding as of Nov. 12, 2013.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represented the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represented the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC acted as the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC served as the
claims and notice agent for the Debtors.  The U.S. Trustee for
Region 3 appointed five creditors to serve on an official
committee of unsecured creditors.  Daniel H. Golden, Esq., Lisa
Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss
Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, represented the committee.  WCI disclosed total assets
of $2,178,179,000 and total debts of $1,915,034,000 when it filed
for Chapter 11.

The Bankruptcy Court on Aug. 26, 2009, confirmed the Second
Amended Joint Chapter 11 Plan of Reorganization for WCI
Communities, Inc. and its affiliates.  The Plan became effective
Sept. 3, 2009.


WYLE SERVICES: Moody's Affirms B2 CFR & Rates $35MM Debt B1
-----------------------------------------------------------
Moody's Investors Service said that it affirmed Wyle Services
Corporation's existing ratings including its B2 corporate family
rating ("CFR") and B2-PD probability of default ratings.
Concurrently, Moody's assigned B1 ratings to Wyle's proposed $35
million senior secured revolving credit facility and $250 million
senior secured term loan B. The outlook was changed to positive
from stable due to the company's announcement of a proposed debt
refinancing transaction intended to meaningfully reduce debt,
extend debt maturities and lower interest expense.

As part of the refinancing transaction, Wyle plans on putting in
place a new $285 million senior secured bank financing comprised
of a $35 million senior secured revolving credit facility due 2019
(undrawn at close) and $250 million senior secured term loan due
2021. These facilities are intended to replace Wyle's existing $35
million revolver and, along with approximately $160 million of
balance sheet cash, repay the approximately $220 million
outstanding first lien term loan and $175 million senior
subordinated notes. This would eliminate the substantial junior
capital in the company's existing capital structure, resulting in
an all first lien debt structure.

The following ratings were assigned:

  Proposed $35 million senior secured revolving credit facility
  due 2019, assigned B1 (LGD-3, 39%)

  Proposed $250 million senior secured term loan B due 2021,
  assigned B1 (LGD-3, 39%)

Ratings Affirmed:

  Corporate Family Rating, at B2

  Probability of Default Rating, at B2-PD

  $35 million first lien senior secured revolving credit facility
  due 2016, Ba3 (LGD-2, 23%)*

  $290 million first lien term loan due 2017, Ba3 (LGD-2, 23%)*

  $175 million 10.5% subordinated notes due 2018, Caa1 (LGD-5,
  87%)*

Wyle's outlook was changed to positive from stable.

* The Ba3 rating on Wyle's existing first lien revolver and term
  loan as well as Caa1 rating on its subordinated notes will be
  withdrawn upon their repayment as a result of the proposed
  refinancing.

The assigned ratings are subject to Moody's review of final
documentation following completion of the proposed refinancing.

Ratings Rationale

The positive outlook considers that the proposed refinancing will
have a meaningfully favorable impact on the company's credit
profile. The proposed transaction would considerably reduce the
company's funded debt balance, improving pro forma debt/EBITDA to
approximately 4.0x from slightly under 6.0x, inclusive of Moody's
standard adjustments. Total funded debt would decrease by $144
million to $250 million post the transaction. The lower funded
debt levels would result in a reduction of approximately $15
million in interest expense, improving interest coverage metrics
and consuming less of the company's cash flow generation. The
proposed refinancing would also extend the company's debt maturity
profile by almost three years to May 2019 when the company's
proposed revolving credit facility would mature. The ratings
reflect that despite continued defense budget pressures and their
constraint to any meaningful revenue growth or margin expansion,
the company is expected to maintain a good liquidity profile and
strong credit metrics for the B2 rating category. Despite the
company's use of $160 million of balance sheet cash as part of the
proposed transaction, the company's good liquidity position is
supported by its undrawn revolver and expectation that effective
working capital management and low capex requirements will
contribute to continued healthy annual free cash flow generation.

The positive outlook also reflects Moody's view that if the
company is able to continue to use free cash flow towards debt
reduction, partially offsetting the impact of defense budget
pressures, the roll-off of revenues related to its RIAC
("Reliability Information Analysis Center") contract with the
Department of Defense and an increased competitive environment
while maintaining a good liquidity profile, a ratings upgrade
would likely be considered. Moody's would also view a resolution
in favor of Wyle regarding a Human Health and Performance contract
that is currently being protested by Wyle and considered by the
U.S. Government Accountability Office as a favorable development.

The affirmation of the B2 CFR is supported by the company's
well-established and diversified position primarily within the
Department of Defense and NASA. The company's effective management
of its liquidity position and presence on key program platforms
that appear to be less exposed to meaningful defense cuts are
important as they are balanced against a generally weak defense
spending environment characterized by increased competition. Due
to defense budget pressures, the ratings also consider the
prevalence of contract award delays, higher level of competition
that has been negatively impacting revenue levels and operating
margins in the defense services industry including the
government's focus on lowest cost, technically acceptable
procurement as well as higher amount of protest activity among
competitors.

The assigned B1 ratings to the company's proposed first lien debt
facilities are one notch above the B2 CFR due to the uplift
provided by the company's unsecured liabilities. The existing
senior secured facilities benefit from a two notch uplift due to
the presence of subordinated debt in the current debt structure.
The repayment of subordinated debt in the proposed transaction
results in solely unsecured liabilities providing a one notch
rating uplift to the existing senior secured bank ratings rather
than two notches.

Factors that could lead to a rating upgrade include demonstrating
an ability to continue growing sales while maintaining current
margins and ample free cash flow generation, sustaining
debt/EBITDA at 4.0 times or below and demonstrating EBITA/interest
coverage at or above 2.5 times on a sustained basis.

Developments that could establish negative pressure on the ratings
include significant declines in revenues and margins, a meaningful
reduction in free cash flow or an elevation of its debt/EBITDA
above 5.8 times on a sustained basis and EBITA/interest falling
below the 1.5 times level. Any meaningful largely debt-financed
acquisition could also pressure the ratings and/or outlook.

Wyle Inc. is a provider of engineering and information technology
services to the federal government. The company generated 2013
revenue of approximately $900 million. Wyle is majority owned by
the private equity firm Court Square Capital.


WYLE SERVICES: S&P Raises CCR to 'B+' Following Debt Repayment
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on El Segundo, Calif.-based Wyle Services Corp. to
'B+' from 'B'.  The outlook is stable.

At the same time, S&P assigned its 'BB' issue-level rating and '1'
recovery rating to the proposed $285 million senior secured credit
facility, consisting of a $35 million revolving credit facility
due 2019 and a $250 million senior secured term loan due 2021.
The '1' recovery rating indicates that lenders can expect a very
high (90% to 100%) recovery of principal in the event of a payment
default.

The company will use the proceeds from its $250 million term loan
issuance along with about $161 million of cash on hand to repay
the $225 million term loan outstanding, its $175 million senior
subordinated notes including prepayment premium, and other fees
and expenses.

"We base our upgrade on Wyle's improved financial risk profile to
'aggressive' from 'highly leveraged,' as the company's debt-to-
EBITDA ratio will decrease to 3.6x at close of the refinancing
transaction from 5.6x at the end of 2013, and our expectation that
the company will maintain debt leverage at or below 5x," said
Standard & Poor's credit analyst David Tsui.

Wyle provides contracting services, including research and
development and engineering capabilities, along with IT and
program management and acquisition support solutions, to U.S.
federal government agencies, with a focus on serving the
Department of Defense and NASA.

The ratings on Wyle reflect S&P's view of the company's business
risk profile as "weak" and incorporate its modest position in the
highly competitive U.S. government contracting industry and budget
reliance on key U.S. federal government agencies.  Predictable
revenue streams based on a contractual backlog of business, as
well as a diversified contract base, partially offset these
factors.  S&P views the industry risk as "intermediate" and the
country risk as "very low".  S&P's assessment of the company's
management and governance is "fair".

The stable outlook reflects S&P's expectation that Wyle will be
able to achieve flat to modest revenue growth over the next 12
months, given revenue visibility from long-term contracts and its
continued FOCF generation.

S&P could lower the rating if a sustained decline in backlog
growth or any loss of a significant contract or task order (i.e.,
the RIAC contract) causes Wyle's revenue and EBITDA levels to
decline, leading to a debt-to-EBITDA ratio exceeding 5x or FFO-to-
debt ratio dropping below 12%.

Relative scale and an ownership structure that S&P believes
precludes material and sustained reduction in debt currently limit
the potential for an upgrade.


Z TRIM HOLDINGS: Obtains $500,000 Revolving Loan From Fordham
-------------------------------------------------------------
Fordham Capital Partners, LLC, extended a $500,000 revolving loan
to Z Trim Holdings, Inc., evidenced by an Equipment Revolving Note
issued by the Company to Fordham.  The Note requires monthly
payments of principal of $10,416.66 plus interest, commencing on
April 24, 2014, and continuing until Feb. 24, 2015, followed by a
final balloon payment of the entire unpaid principal balance of
the Note and all accrued and unpaid interest on March 24, 2015.
The interest on the Note is calculated at a fixed rate of 20
percent per annum.  If the Note may be prepaid in full at any
time; provided that if the Company prepays the Note prior to
Sept. 24, 2014, it must pay a prepayment penalty equal to the
amount by which (i) the aggregate interest that Fordham would have
received on the Note during the Guaranteed Interest Period had
there been no prepayment exceeds (ii) the aggregate interest paid
by the Company prior to the date of prepayment.

Pursuant to the Security Agreement, dated March 24, 2014, between
the Company and Fordham, the Equipment Loan is secured by all of
the Company's equipment.  The Security Agreement also contains
customary restrictive covenants, including without limitation,
covenants prohibiting the Company from (i) granting additional
liens in the Collateral, (ii) selling, leasing or transferring the
Collateral, (iii) entering into certain merger, consolidation or
other reorganization transactions, and (iv) creating, incurring or
assuming additional indebtedness, in each case subject to certain
exceptions.  The Security Agreement also contains customary events
of default.  If an event of default under the Security Agreement
occurs and is continuing, Fordham may declare any outstanding
obligations under the Credit Agreement immediately due and
payable.  After an event of default, interest on the Note would
accrue at a  rate of 25 percent per annum.

Additionally, pursuant to the Factoring Agreement, dated March 24,
2014, between the Company and Fordham, Fordham may purchase any
Accounts of the Company.  To secure payment and performance of the
Company's liabilities and obligations to Fordham, including
obligations under the Factoring Agreement, the Company granted
Fordham a security interest in all of the Company's (i) Accounts,
(ii) Inventory, (iii) Chattel Paper, Deposit Accounts, Documents,
Equipment, Financial Assets, Fixtures, General Intangibles,
Instruments, Investment Property, Letter-of-Credit Rights,
Securities, Software and Supporting Obligations, (iv) books and
records of Seller which relate to Accounts, (v) all amounts owing
to the Company under the Factoring Agreement, and (vi) Proceeds of
the foregoing.  The Factoring Agreement terminates at any time
that the Equipment Loan is paid in full.

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings disclosed a net loss of $9.58 million in 2012
following a net loss of $6.94 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $4.98 million in total
assets, $1.02 million in total liabilities and $3.95 million in
total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.


* Citigroup Reaches $1.13 Billion Pact over Mortgage Bonds
----------------------------------------------------------
Dakin Campbell, writing for Bloomberg News, reported that
Citigroup Inc. agreed to pay $1.13 billion to settle claims from
mortgage-bond investors as it seeks to curb liabilities tied to
the financial crisis. It took a $100 million first-quarter charge.

According to the report, the 68 securitization trusts covered by
the settlement issued a combined $59.4 billion in mortgage-backed
securities from 2005 to 2008, the New York-based bank said.  The
agreement covers 18 investors represented by Gibbs & Bruns LLP and
trustees have until June 30 to accept the deal, the law firm said
in a separate statement. The accord must be approved by the
Federal Housing Finance Agency.

Citigroup, the third-biggest U.S. bank, is resolving a portion of
liabilities tied to mortgages it packaged and sold to investors in
the run-up to the 2008 crisis, the report related.  JPMorgan Chase
& Co. and Bank of America Corp., the two largest U.S. lenders,
previously agreed to multibillion-dollar settlements with Gibbs &
Bruns clients.

"This settlement resolves a significant legacy issue from the
financial crisis and we are pleased to put it behind us,"
Citigroup said, the report further related.

The bank, led by Chief Executive Officer Michael Corbat, had been
told by the law firm that its clients hold certificates in 110
trusts, according to an annual filing with the Securities and
Exchange Commission, the report added.


* Lawsuit Accuses OneWest of Defrauding U.S. Mortgage Program
-------------------------------------------------------------
Reuters reported that a lawsuit has been unsealed accusing OneWest
Bank FSB, a lender once known as IndyMac Bancorp Inc, of causing
the U.S. government to improperly pay out $206 million under a
federal program to help struggling homeowners avoid foreclosure.

According to a so-called whistleblower complaint, OneWest violated
the 2009 Home Affordable Modification Program by routinely tacking
on thousands of dollars of debt to borrowers' principal balances,
without providing required disclosures of terms such as payment
amounts, interest rates, finance charges and late payment
policies, the report related.

The complaint said OneWest would "virtually always" loan new
amounts of principal, averaging $17,000 per contract, and fail to
itemize as required under the federal Truth in Lending Act, making
it impossible to tell whether the sums were proper, the report
further related.

As a result, the lawsuit says the government paid $206 million of
incentives under HAMP to help homeowners avoid foreclosure because
of OneWest's false statements, including $58.3 million to OneWest,
according to the report.

The complaint was filed on behalf of Michael Fisher, who according
to papers worked on modifications for OneWest and other services
at California and Texas law firms from 2008 until 2012, the report
said.

The case is U.S. ex rel Fisher v. OneWest Bank FSB, U.S. District
Court, Southern District of New York, No. 12-09352.


* McDonald Hopkins Issues Alert on Looming Higher Education Crisis
------------------------------------------------------------------
In today's post-recession economy, many colleges and universities
need to start planning on new ways to recover their lost liquidity
sooner rather than later, or risk facing the same fate as many
failed businesses in other industries.  The historical reaction in
higher education to financial issues has been to raise tuition,
but this no longer works as families have less savings and home
equity to borrow from and, as a result, are becoming more cost-
conscious and savvy customers.  Furthermore, colleges and
universities typically view academic matters as their first
priority and often are not well-equipped to handle business
matters. McDonald Hopkins addresses these issues in an alert
designed to help institutions of higher education understand and
respond to the challenges they face today.

Authored by Stephen M. Gross, co-chair of the firm's Business
Restructuring and Bankruptcy Practice, the alert details some of
the pitfalls colleges and universities fall into, and how
institutional failure to recognize and react to change and adapt
successfully is largely to blame for this imminent crisis.  The
alert outlines how institutions are often over-leveraged as a
result of the costs associated with expanding into new areas in an
effort to enhance their prestige.  The alert also discusses the
organizational structure in higher education, and how its
fragmented, decentralized nature contributes to its financial
issues.  This is compounded by the fragmented and inefficient
operational structure most colleges and universities employ.

Using this information, colleges and universities can better
understand the financial challenges before them and devise a
strategy to adapt successfully.  Like all organizations,
educational institutions must focus on their core mission, while
operating efficiently and on financially sound principles.

Click here to view the full version of McDonald Hopkins' Alert on
The looming financial crisis for colleges and universities. For
more information on the financial issues facing colleges and
universities, contact: Stephen M. Gross,
sgross@mcdonaldhopkins.com

                     About McDonald Hopkins

McDonald Hopkins -- http://www.mcdonaldhopkins.com-- has offices
in Chicago, Cleveland, Columbus, Detroit, Miami, and West Palm
Beach, as well as a subsidiary, McDonald Hopkins Government
Strategies LLC, which is based in Washington, D.C. and led by
former Congressman Steven LaTourette.  McDonald Hopkins Government
Strategies is not a law firm and does not provide legal services.


* Fitch Says Pennsylvania Revenue Shortfall Adds Pressure
---------------------------------------------------------
Pennsylvania's recent announcement of a $425 million estimated
general fund revenue shortfall for the current fiscal year through
April of 1.7% below the enacted budget adds to fiscal pressure
faced by the commonwealth, according to Fitch Ratings.  The
commonwealth (general obligation [GO] bonds rated 'AA' with a
Negative Outlook by Fitch) faced significant challenges in
balancing the budget for the coming fiscal year 2015 (beginning
July 1) even before the revenue forecast was reduced.  Given the
state's lack of substantive reserves, the new revenue shortfall
will require significant expenditure reductions with just two
months remaining this fiscal year.  However, unlike New Jersey,
which also recently announced significant revenue underperformance
that triggered a rating downgrade by Fitch, Pennsylvania's
shortfall appears more manageable and the commonwealth's current
budget does not include significant one-time measures beyond
partial use of last year's ending general fund balance.

According to the commonwealth's department of revenue, the
shortfall is primarily attributable to weakness in personal income
tax collections, as is the case in the nearby states of New Jersey
and Connecticut.  Previously, Fitch noted that sharp revenue gains
in fiscal 2013 in several income tax-reliant states were at least
partially due to income acceleration into calendar year 2012 in
advance of federal tax changes.  The fiscal 2014 shortfalls appear
related to an underestimate of the lingering effects of that
acceleration in some states.

Pennsylvania has already implemented multiple rounds of
expenditure reductions over the past several years, making further
reductions more difficult.  Rising pension-funding demands present
another obstacle; pension reform measures proposed last year by
the governor did not receive legislative support and no specific
measures to reduce costs have been enacted yet this year.  Fitch
believes the state has some revenue flexibility because of its
moderate tax burden, as well as economic and revenue upside
attributable to its growing natural gas industry.  The current
administration and legislative leadership have generally been
resistant to broad-based tax increases in recent years, choosing
instead to balance budgets primarily with expense cuts.

The Negative Outlook on Pennsylvania's GO debt primarily reflects
Fitch's view that growth in fixed costs could outpace revenue
growth, pressuring Pennsylvania's financial profile.  Fitch will
continue to monitor the commonwealth's efforts to address the
current-year gap, as well as next year's budget.  Maintenance of
the 'AA' rating will require substantive progress toward
addressing the state's structurally unbalanced budget, restoring
reserves, and addressing the rapid growth of fixed costs,
including for pension funding.  Continued inability to address
these concerns, or worsening of any of these conditions over the
near term could trigger further negative rating action.


* Fitch Says California Workers' Compensation Insurance Still Poor
------------------------------------------------------------------
The California workers' compensation (WC) insurance market
continues to experience substantial underwriting losses, but Fitch
Ratings expects that further premium rate increases, coupled with
effects of recent market reforms, will modestly improve results in
the near term.

California is the nation's largest WC insurance market, with
approximately 20% of countrywide 2013 direct written premiums in
the line.  It is also historically one of the more volatile-
performing markets, exhibiting past periods of large underwriting
losses.

The California Workers' Compensation Rating Bureau (WCIRB)
projects an accident year combined ratio of 113% in 2013.  While
results remain at subpar levels, the combined ratio has improved
by nearly 30 percentage point improvement since 2010.

Reduced underwriting losses are largely tied to material recent
price increases, coupled with relative stability in indemnity and
medical claims costs from historical experience, offset by
moderately higher claims frequency.

Workers' compensation prices are expected to continue to increase
in the future.  The WCIRB's advisory pure premium rate increase at
Jan. 1, 2014 was 6.7%.  Coupled with modest anticipated benefits
from reforms emanating from Senate Bill 863, which was enacted in
September 2012, market underwriting results are likely to improve
in 2014, but a shift to an underwriting profit may prove elusive.
Potential changes in loss severity, particularly related to
medical costs, are the leading source of uncertainty that could
forestall future combined ratio improvement.

Poor industry performance in the California WC insurance market
has led to a shift in market share as the market's leading writer,
The State Compensation Insurance Fund, continues to lose market
share while companies including Berkshire Hathaway Inc, Amtrust
Financial Services Group, and Employers Holdings Inc. expanded
their premium bases in the state.


* U.S. Banks to Face Tougher Leverage Caps Than Competitors
-----------------------------------------------------------
Jesse Hamilton, writing for Bloomberg News, reported that the
biggest U.S. bank holding companies will need to round up as much
as $68 billion more in loss-absorbing capital under supplemental
leverage ratio rules adopted by regulators in Washington.

According to the report, eight lenders, including JPMorgan Chase &
Co. and Bank of America Corp., face greater restrictions on
borrowing power than their overseas competitors as they meet a
demand to hold capital equal to at least 5 percent of total
assets. The rules approved on April 8 to curtail financial-system
risk surpass the 3 percent minimum set in a global agreement by
the Basel Committee on Banking Supervision.

"The leverage ratio serves as a critical backstop to the risk-
based capital requirements -- particularly for the most systemic
banking firms," Daniel Tarullo, the Federal Reserve governor
responsible for financial regulation, said in a statement, the
report related.

The leverage rule, which also affects Citigroup Inc., Wells Fargo
& Co., Goldman Sachs Group Inc., Morgan Stanley, Bank of New York
Mellon Corp. and State Street Corp., is meant to work alongside
risk-based capital standards approved by U.S. regulators last year
and a pending rule that would require banks to keep a high level
of ready-to-sell assets to weather a crisis, the report further
related.

The rule was approved by the Federal Reserve, Federal Deposit
Insurance Corp. and Office of the Comptroller of the Currency, the
report said.


* Small Banks Faring Better Than Numbers Show, U.S. Report Says
---------------------------------------------------------------
Ryan Tracy, writing for The Wall Street Journal, reported that
reports on the death of community banks have been exaggerated,
according to a new regulatory study that suggests small U.S. firms
are plugging along despite explosive growth by large banks.

The Federal Deposit Insurance Corp. found there are more banks
with assets between $100 million and $1 billion today than there
were in 1985, the report said, citing a study.  That comes despite
the plummeting total count of U.S. banks, from more than 18,000 in
1985 to less than 7,000 today.

According to the report, most of that decline can be attributed to
banks with assets under $100 million. But the study also found
that, more often than not, community lenders giving up their
charters have been purchased by other banks with similar business
models, suggesting local lenders are growing slightly larger
rather than disappearing altogether.

"If you look at those top-line numbers, you'd think it's a
disaster for small banks, but that's not what the numbers show if
you follow them over time," said Richard Brown, the FDIC's chief
economist, in an interview with the Journal.

The declining number of U.S. banks in recent years has helped
address concerns that the sector is inefficient and difficult to
regulate, the report added.  But in Washington, where every
lawmaker's district has a small bank, the health of community
institutions is a prime concern driving decisions by the FDIC, the
Federal Reserve and other banking overseers.


* Chicago-Area Atty Cops to Ripping Off Bankruptcy Clients
----------------------------------------------------------
Law360 reported that a Chicago-area lawyer pled guilty to
obstruction and tax charges in connection with a scam where he
made unauthorized charges on his bankruptcy clients' credit cards
for his own use and then discharged the debts in their
bankruptcies.

According to the report, Bradley F. Aubel, 49, who was suspended
from practicing law by the Illinois Supreme Court last year,
admitted to obstructing a federal investigation and filing a false
tax return at a hearing in Chicago federal court.


* Two Bankruptcy Attorneys Join Freeman's Los Angeles Office
------------------------------------------------------------
Freeman Freeman & Smiley on May 6 announced the addition of three
attorneys to their Los Angeles office, bankruptcy attorneys
Theodore Stolman and Carol Chow and real estate attorney
Mark Jackson, as well as the addition of international law
attorney Eduardo A. G. Bolt to their Irvine office.

Both Theodore Stolman and Carol Chow were at Stutman Treister &
Glatt's Los Angeles office, prior to joining Freeman Freeman &
Smiley.  Mr. Stolman is a very well-known bankruptcy attorney, who
has been involved in all aspects of the insolvency practice for
more than 40 years.  He specializes in the representation of
debtors.  Ms. Chow's practice concentrates on complex litigation
arising in and pertaining to bankruptcies and other insolvency
events.  "It is a great honor to have Ted and Carol join our firm,
their depth of experience with bankruptcy-related issues make them
an excellent resource for our firm's clients," said Steven Ziven,
Freeman Freeman & Smiley's managing partner.

Eduardo A. G. Bolt has joined the firm from Tressler LLP's Irvine
office, where he led their international law and business-related
practice.  "Eduardo brings with him a wealth of knowledge and
experience in international law, he is a great addition to our
corporate department and will help lead the growth of our Latin
America law practice," said Gary Stern, who chairs Freeman Freeman
& Smiley's Corporate and Tax Department.  Mr. Bolt has been
assisting clients with domestic corporate, transactional and
business-related immigration issues as well as international legal
matters for more than 30 years.

"Our real estate group relies heavily on solving problems and
identifying opportunities for our clients," said Bruce Smiley,
chair of Freeman Freeman & Smiley's Real Estate Department.
"Mark's real estate experience in leasing, title, development, and
purchases and sales of real property, will help us deliver on and
exceed our client's expectations."  Mr. Jackson joins the firm
from Gresham Savage's San Bernardino office.  Before attending law
school, he was a founding member of Loma Linda University Medical
Center's Business Development Department.

               About Freeman Freeman & Smiley, LLP

Freeman Freeman & Smiley, LLP -- http://www.ffslaw.com--
specializes in the areas of Real Estate Transactions, Business
Transactions and Tax Planning, Securities Regulation, Bankruptcy,
Commercial and Securities Litigation, Employment, Estate Planning,
Charitable and Non-Profit Organization Planning.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re Diane Grant
   Bankr. S.D. Cal. Case No. 14-03405
      Chapter 11 Petition filed April 30, 2014

In re Sandra Carradine
   Bankr. D. Colo. Case No. 14-15864
      Chapter 11 Petition filed April 30, 2014

In re Greenleafs Cafe, LLC
   Bankr. D. Conn. Case No. 14-20827
     Chapter 11 Petition filed April 30, 2014
         Filed as Pro Se

In re Simon Paterson
   Bankr. M.D. Fla. Case No. 14-04875
      Chapter 11 Petition filed April 30, 2014

In re Advantage Debt Services, LLC
        dba Nationwide Asset Services
   Bankr. M.D. Fla. Case No. 14-04960
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/flmb14-04960.pdf
         represented by: Susan H. Sharp, Esq.
                         STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                         E-mail: ssharp.ecf@srbp.com

In re Pine Island Ridge Condominium A Association, Inc.
   Bankr. S.D. Fla. Case No. 14-20043
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/flsb14-20043.pdf
         represented by: Christian Panagakos, Esq.
                         FLORIDA BANKRUPTCY ADVISORS, P.L.
                         E-mail: CP@FloridaBankruptcyAdvisors.com

In re Brian Buchanan
   Bankr. N.D. Ga. Case No. 14-58466
      Chapter 11 Petition filed April 30, 2014

In re Richard Tite
   Bankr. S.D. Ill. Case No. 14-30732
      Chapter 11 Petition filed April 30, 2014

In re Radius Machine & Tool, Inc.
   Bankr. N.D. Ill. Case No. 14-16298
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/ilnb14-16298.pdf
         represented by: E. Philip Groben, Esq.
                         COHEN AND KROL
                         E-mail: pgroben@cohenandkrol.com

In re JC Hotel Group, LLC
        dba Quality Inn and Conference Center
   Bankr. S.D. Ind. Case No. 14-03966
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/insb14-03966.pdf
         represented by: Jeffrey M. Hester, Esq.
                         TUCKER HESTER BAKER & KREBS, LLC
                         E-mail: jhester@thbklaw.com

In re Western Indiana Logistics, Inc.
        aka Western Indiana Enterprises, Inc.
   Bankr. S.D. Ind. Case No. 14-80420
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/insb14-80420.pdf
         represented by: Robert D. McMahan, Esq.
                         MCMAHAN LAW FIRM
                         E-mail: tiffany@mcmahanlaw.net

In re Vladi Mufflers, Inc.
   Bankr. D. Md. Case No. 14-16911
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/mdb14-16911.pdf
         represented by: Dmitry David Balannik, Esq.
                         E-mail: dbalannik@touchlaw.net

In re Ronald Manter
   Bankr. E.D. Mich. Case No. 14-47572
      Chapter 11 Petition filed April 30, 2014

In re L Harris Construction Company
   Bankr. S.D. Miss. Case No. 14-01450
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/mssb14-01450.pdf
         represented by: Randall Ryan Saxton, Esq.
                         LAW OFFICE OF JAMES G. MCGEE, JR. PLLC
                         E-mail: randall.saxton@mcgeetaxlaw.com

In re Jose Vera
   Bankr. D. Nev. Case No. 14-13093
      Chapter 11 Petition filed April 30, 2014

In re Sparks Unlimited, LLC
        dba Stillwater Management Group
   Bankr. D. N.H. Case No. 14-10872
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/nhb14-10872.pdf
         represented by: Eleanor Wm. Dahar, Esq.
                         VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
                         E-mail: edahar@att.net

In re 950 East Grand Corp.
        dba 950 East Grand Corp.
   Bankr. D.N.J. Case No. 14-18609
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/njb14-18609.pdf
         Filed as Pro Se

In re Silvio de Souza LLC
   Bankr. D.N.J. Case No. 14-18827
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/njb14-18827.pdf
         represented by: Mathew M. Cabrera, Esq.
                         M. CABRERA & ASSOCIATES, PC
                         E-mail: mcabecf@mcablaw.com

In re Theresa Capasso
   Bankr. E.D.N.Y. Case No. 14-42155
      Chapter 11 Petition filed April 30, 2014

In re Bar 13, Inc.
   Bankr. S.D.N.Y. Case No. 14-11267
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/nysb14-11267.pdf
         represented by: Gabriel Del Virginia, Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re Jill Stetz
   Bankr. E.D. Pa. Case No. 14-13411
      Chapter 11 Petition filed April 30, 2014

In re Jill L. Stetz
   Bankr. E.D. Pa. Case No. 14-13411
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/paeb14-13411.pdf
         represented by: John A. Gagliardi, Esq.
                         WETZEL GAGLIARDI & FETTER, LLC
                         E-mail: jgagliardi@wgflaw.com

In re Side Dish, LP
   Bankr. E.D. Pa. Case No. 14-13435
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/paeb14-13435.pdf
         represented by: Alexander G. Tuttle, Esq.
                         TUTTLE LEGAL
                         E-mail: agt@tuttlelegal.com

In re Combined Insurance Group, Ltd
   Bankr. E.D. Pa. Case No. 14-13479
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/paeb14-13479.pdf
         represented by: David L. Marshall, Esq.
                         EASTBURN AND GRAY, P.C.
                         E-mail: dmarshall@eastburngray.com

In re Patrick Hoppes
   Bankr. W.D. Tex. Case No. 14-51085
      Chapter 11 Petition filed April 30, 2014

In re Village Culinary Group, LLC
   Bankr. S.D. Tex. Case No. 14-32354
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/txsb14-32354.pdf
         represented by: Wayne Kitchens, Esq.
                         HUGHES WATTERS ASKANASE, LLP
                         E-mail: jwk@hwallp.com

In re A-Touch Primary Health Care, LTD
   Bankr. S.D. Tex. Case No. 14-70238
     Chapter 11 Petition filed April 30, 2014
         See http://bankrupt.com/misc/txsb14-70238.pdf
         represented by: Ellen C. Stone, Esq.
                         THE STONE LAW FIRM, P.C.
                         E-mail: ignmca@ellenstonelaw.com

In re A. Santaga
   Bankr. E.D. Wis. Case No. 14-25453
      Chapter 11 Petition filed April 30, 2014
In re Eric Margerie
   Bankr. C.D. Cal. Case No. 14-18528
      Chapter 11 Petition filed May 1, 2014

In re Hamid Farajifard
   Bankr. N.D. Cal. Case No. 14-51942
      Chapter 11 Petition filed May 1, 2014

In re Norman Klapper
   Bankr. N.D. Cal. Case No. 14-51944
      Chapter 11 Petition filed May 1, 2014

In re Taste1 Group, LLC
   Bankr. M.D. Fla. Case No. 14-02181
     Chapter 11 Petition filed May 1, 2014
         See http://bankrupt.com/misc/flmb14-02181.pdf
         represented by: Donald L. Dempsey, II, Esq.
                         DONALD L. DEMPSEY, II, P.A.
                         E-mail: dempsey4321@comcast.net

In re Rafter Eleven, LLC
   Bankr. D. Idaho Case No. 14-40476
     Chapter 11 Petition filed May 1, 2014
         See http://bankrupt.com/misc/idb14-40476.pdf
         represented by: Steven L. Taggart, Esq.
                         MAYNES TAGGART, PLLC
                         E-mail: staggart101@gmail.com

In re Todesa Corp.
        dba Angels Cafe
   Bankr. D.N.J. Case No. 14-18865
     Chapter 11 Petition filed May 1, 2014
         See http://bankrupt.com/misc/njb14-18865.pdf
         represented by: Seung H. Shin, Esq.
                         SHIN & JUNG, LLP
                         E-mail: shinjunglaw@gmail.com

In re 194-07 Linden, LLC
   Bankr. E.D.N.Y. Case No. 14-42237
     Chapter 11 Petition filed May 1, 2014
         See http://bankrupt.com/misc/nyeb14-42237.pdf
         represented by: Sharon A. Toussaint, Esq.
                         SHARON A. TOUSSAINT, P.C.
                         E-mail: tousat32@msn.com

In re International Safety Group, Inc.
   Bankr. S.D.N.Y. Case No. 14-11305
     Chapter 11 Petition filed May 1, 2014
         See http://bankrupt.com/misc/nysb14-11305.pdf
         represented by: Joel Shafferman, Esq.
                         SHAFFERMAN & FELDMAN, LLP
                         E-mail: joel@shafeldlaw.com

In re Format Drywall, Inc.
   Bankr. W.D. Pa. Case No. 14-21805
     Chapter 11 Petition filed May 1, 2014
         See http://bankrupt.com/misc/pawb14-21805.pdf
         represented by: Kenneth Steidl, Esq.
                         STEIDL & STEINBERG
                         E-mail: julie.steidl@steidl-steinberg.com

In re Sandut Inc.
   Bankr. D.P.R. Case No. 14-03588
     Chapter 11 Petition filed May 1, 2014
         See http://bankrupt.com/misc/prb14-03588.pdf
         represented by: Gloria M. Justiniano Irizarry, Esq.
                         JUSTINIANO'S LAW OFFICE
                         E-mail: gloriae55amg@yahoo.com

In re J&V Jurado Builders, LLC
   Bankr. S.D. Tex. Case No. 14-70243
     Chapter 11 Petition filed May 1, 2014
         See http://bankrupt.com/misc/txsb14-70243.pdf
         represented by: J. Francisco Tinoco, Esq.
                         LAW OFFICE OF J.F. TINOCO
                         E-mail: tinoco@sotxlaw.com

In re Daniel Edwards
   Bankr. D. Wyo. Case No. 14-20338
      Chapter 11 Petition filed May 1, 2014

In re Healthcare Medical and Respiratory Care, Inc.
   Bankr. W.D. Ark. Case No. 14-71384
     Chapter 11 Petition filed May 2, 2014
         See http://bankrupt.com/misc/arwb14-71384.pdf
         represented by: Marc Honey, Esq.
                         HONEY LAW FIRM, P.A.
                         E-mail: mhoney@honeylawfirm.com

In re Trimurti, LLC
        aka Yankee Pedlar Inn
   Bankr. D. Conn. Case No. 14-50658
     Chapter 11 Petition filed May 2, 2014
         See http://bankrupt.com/misc/ctb14-50658.pdf
         represented by: Timothy D. Miltenberger, Esq.
                         COAN LEWENDON GULLIVER & MILTENBERGER
                         E-mail: tmiltenberger@coanlewendon.com

In re Diane Zimmerman
   Bankr. N.D. Fla. Case No. 14-50147
      Chapter 11 Petition filed May 2, 2014

In re EE Offices Naperville, LLC
   Bankr. N.D. Ill. Case No. 14-16798
     Chapter 11 Petition filed May 2, 2014
         See http://bankrupt.com/misc/ilnb14-16798.pdf
         represented by: Ben L. Schneider, Esq.
                         SCHNEIDER & STONE
                         E-mail: ben@windycitylawgroup.com

In re Asian Expandere, Inc.
   Bankr. E.D.N.Y. Case No. 14-42243
     Chapter 11 Petition filed May 2, 2014
         See http://bankrupt.com/misc/nyeb14-42243.pdf
         Filed as Pro Se

In re William Neal
   Bankr. E.D.N.C. Case No. -14-02520
      Chapter 11 Petition filed May 2, 2014

In re Daniel Fontana
   Bankr. W.D.N.C. Case No. 14-30773
      Chapter 11 Petition filed May 2, 2014

In re Frank Gustine
   Bankr. W.D. Pa. Case No. 14-21842
      Chapter 11 Petition filed May 2, 2014

In re Keith Quale
   Bankr. W.D. Wash. Case No. 14-13473
      Chapter 11 Petition filed May 2, 2014
In re Sunrise Farm, LLC
   Bankr. N.D. Ga. Case No. 14-41095
     Chapter 11 Petition filed May 5, 2014
         See http://bankrupt.com/misc/ganb14-41095.pdf
         represented by: D. Kent Shelton, Esq.
                         LAW OFFICE OF D KENT SHELTON, PC
                         E-mail: kent@kentsheltonlaw.com

In re CNA Enterprises, Inc.
        dba C&N Towing and Recovery
   Bankr. N.D. Ga. Case No. 14-58856
     Chapter 11 Petition filed May 5, 2014
         represented by: Greg T. Bailey, Esq.
                         GREG T. BAILEY & ASSOC.

In re Energy First Financial, LLC
   Bankr. E.D. Mich. Case No. 14-47795
     Chapter 11 Petition filed May 5, 2014
         See http://bankrupt.com/misc/mieb14-47795.pdf
         represented by: William C. Blasses, Esq.
                         OSIPOV BIGELMAN, P.C.
                         E-mail: wcb@osbig.com

In re Etsler Energy Enterprises, LLC
        dba Ethree
   Bankr. E.D. Mich. Case No. 14-47796
     Chapter 11 Petition filed May 5, 2014
         See http://bankrupt.com/misc/mieb14-47796.pdf
         represented by: William C. Blasses, Esq.
                         OSIPOV BIGELMAN, P.C.
                         E-mail: wcb@osbig.com

In re Talf, LLC
   Bankr. E.D. Mich. Case No. 14-47840
     Chapter 11 Petition filed May 5, 2014
         See http://bankrupt.com/misc/mieb14-47840.pdf
         represented by: Stuart Sandweiss, Esq.
                         SANDWEISS LAW CENTER, P.C.
                         E-mail: stuart@sandweisslaw.com

In re Hopewell Urban Renewal Development Corp.
   Bankr. D.N.J. Case No. 14-19079
     Chapter 11 Petition filed May 5, 2014
         See http://bankrupt.com/misc/njb14-19079.pdf
         represented by: Barry Scott Miller, Esq.
                         E-mail: bmiller@barrysmilleresq.com

In re Wanda Ortiz Carreras
   Bankr. D.P.R. Case No. 14-03693
      Chapter 11 Petition filed May 5, 2014

In re Amir John Aflatouni
   Bankr. N.D. Tex. Case No. 14-32193
      Chapter 11 Petition filed May 5, 2014

In re Timothy O'Brion McNamara
   Bankr. N.D. Tex. Case No. 14-32195
      Chapter 11 Petition filed May 5, 2014

In re Steve Burt
   Bankr. N.D. Tex. Case No. 14-41881
      Chapter 11 Petition filed May 5, 2014

In re Keith Alan Quale and Theresa Lynn Quale
   Bankr. W.D. Wash. Case No. 14-13473
      Chapter 11 Petition filed May 5, 2014

In re Jennifer Lynda Torres
   Bankr. D. Ariz. Case No. 14-06730
      Chapter 11 Petition filed May 6, 2014

In re Gary Michael Coram and Lisa Ann Coram
   Bankr. D. Colo. Case No. 14-16172
      Chapter 11 Petition filed May 6, 2014

In re Javier Rene Porras
   Bankr. S.D. Tex. Case No. 14-32576
      Chapter 11 Petition filed May 6, 2014

In re Deborah Livingston
   Bankr. S.D. Tex. Case No. 14-32609
      Chapter 11 Petition filed May 6, 2014

In re Waba, LLC
   Bankr. S.D. Tex. Case No. 14-32585
     Chapter 11 Petition filed May 6, 2014
         See http://bankrupt.com/misc/txsb14-32585.pdf
         represented by: Thomas Baker Greene, III, Esq.
                         LAW OFFICE OF THOMAS B. GREENE III
                         E-mail: tbgreeneiii@msn.com



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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