TCR_Public/140512.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 12, 2014, Vol. 18, No. 130

                            Headlines

21ST CENTURY: Moody's Places 'B3' CFR on Review for Upgrade
21ST CENTURY: S&P Revises Outlook to Positive & Assigns 'B-' CCR
24/7/365 BANDWIDTH: Public Auction of Assets on Wednesday
59TH AVE & PEORIA: Foreclosure Sale Set for June 20
911 NORTH BUFFALO: Case Summary & 3 Largest Unsecured Creditors

ABOUND SOLAR: Internal Report Slams U.S. Handling of Guarantees
ALLENS INC: PACA Can't Be Stretched Far Enough to Help Farmer
ALTEGRITY INC: S&P Lowers CCR to 'CC'; Outlook Negative
AMERISERV FINANCIAL: Fitch to Withdraw 'bb' Viability Rating
ANCHOR GLASS: S&P Assigns 'B+' Corp. Credit Rating

ANTIOCH COMPANY: Former Execs Lose Bonus Protection Bid
ARCH COAL: Fitch Cuts Issuer Default Rating to 'CCC'
ASCEND LEARNING: Moody's Rates New $125MM 2nd Lien Debt 'Caa2'
ASCEND LEARNING: S&P Assigns 'CCC+' Rating to 2nd Lien Loan
ATLS ACQUISITION: Medco Wants Contract Decision by May 30

AUC CAMELBACK: RepublicBankAz to Conduct Foreclosure Sale May 30
AUTHENTIC BRANDS: Moody's Assigns 'B2' Corporate Family Rating
AUTHENTIC BRANDS: S&P Assigns 'B' CCR & Rates $365MM Debt 'B+'
AUTO ORANGE: Creditors Appeal Order Dismissing Ch.11 Case
AVS SUPPLY: Real Property Auction Today

BERNARD L. MADOFF: Ex-Aides Seek Acquittal After Guilty Verdict
BERNARD L. MADOFF: UK Court Rejects Feeder Fund's Clawback Suit
BOB & STAN: Condo Units in Goodyear, AZ to Be Sold May 20
BROWNSVILLE MD: Part Owners Balk at Pineda's Bid for Stay Relief
BUILDING MATERIALS: S&P Revises Outlook to Pos. & Affirms 'B' CCR

CANDY INTERMEDIATE: Moody's Lowers CFR to 'B3'; Outlook Stable
CANYON COMPANIES: Moody's Assigns 'B2' Corp. Family Rating
COOPER-BOOTH: Has May 14 Confirmation for 100% Plan
DETROIT, MI: Pension Deal Approved by One Retirement System
DETROIT, MI: $1.45 Billion Pension Debt Suit Proceeds

DINASO & SONS: Case Summary & 20 Largest Unsecured Creditors
DOLAN COMPANY: Nantahala Wants Unrestricted Shares Transfer
DOMNUS CORP: Case Summary & 5 Largest Unsecured Creditors
DOTS LLC: Wants Liquidation of Biz Completed Before Plan Filing
DOTS LLC: Danice Stores Wants to Acquire Store 455 Lease

DOTS LLC: Hearing on IP Assets Sale Set for Tuesday
DOTS LLC: Luis Salazar Appointed as Consumer Privacy Ombudsman
DUKE FUNDING: Replacement Collater Mgr. No Impact on Fitch Ratings
DVORKIN HOLDINGS: Trustee Can Pay Property Management Fees
E-REWARDS INC: S&P Assigns 'B' Corp Credit Rating; Outlook Stable

EDEN CRYOGENICS: Case Summary & 20 Largest Unsecured Creditors
EDGENET INC: Lands $6.5MM Purchase Offer Before June Auction
ENERGY FUTURE: Posts $609 Million Net Loss for Q1 2013
ENERGYSOLUTIONS INC: S&P Raises Corp. Credit Rating to 'B+'
FENWICK AUTOMOTIVE: Says Parent's Suit Belongs In Canada

FIRED UP: Hires Barron & Newburger as Counsel
FIRED UP: Hires Hajjar Sutherland as Special Counsel
FIRED UP: Names Vernon Law as Special Counsel
FIRST QUANTUM: S&P Assigns 'B+' Rating to $650MM Sr. Sec. Notes
FIRSTPLUS FINANCIAL: Lucchese Associate Asks For Mistrial

FLETCHER INTERNATIONAL: Skadden Arps Settlement Approved
FLORENCE MEDICAL: Assets to Be Auctioned Off July 22
FOREST OIL: S&P Puts 'B-' CCR on CreditWatch Positive
FREE LANCE-STAR: Credit Bid Barred for Inequitable Conduct
FREEDOM INDUSTRIES: Bankruptcy Lawyers, Advisers Bill $1.9MM

GASTAR EXPLORATION: S&P Affirms 'B-' Corporate Credit Rating
GENERAL MOTORS: Cadillac Test Drivers Warned of Ignition Defects
GENERAL MOTORS: Texas Judge Rejects Bid for "Park-It" Order
GILES-JORDAN: Section 341(a) Meeting Scheduled for June 2
GOLDEN LAND: Voluntary Chapter 11 Case Summary

GREAT PLAINS: Aug. 11 Pre-Trial Conference on Bank's Motion
GREAT PLAINS: Has Access to Cash Collateral Until Sept. 30
GREAT PLAINS: Has Until June 8 to Submit Fourth Amended Plan
GSE ENVIRONMENTAL: Moody's Lowers PDR to 'D-Pd' Over Bankruptcy
GTP ACQUISITION: Fitch Affirms BB- Rating on Class 2011-2F Notes

GUISEPPE FILIPPINI: Case Summary & 2 Largest Unsecured Creditors
HOME SAVINGS: FDIC Trumps Jackson Walker In Row Over Legal Fees
HOYT TRANSPORTATION: NY School Bus Operator Back in Business
INDU CRAFT: Untimely Appeal to Circuit Court Isn't Jurisdictional
IOWA FINANCE: Fitch Affirms 'BB-' Rating on Revenue Bonds

IRI SABINO: Golf Course Name, Assets to Be Sold May 28
ITSA HARDWARE: Foreclosure Auction Set for June 4
JBJAZ LLC: Villages At Queen Creek Lot to Be Sold May 28
JENKINS BROS: Liberty Mutual Can't Duck Asbestos Claims
KAWISH LLC: Case Summary & 4 Largest Unsecured Creditors

KRATOS DEFENSE: Moody's Assigns B3 CFR & Rates $625MM Notes B3
LEGACY RESERVES: S&P Raises CCR to 'B+' on Acquisition
LIVE CELL ASSAYS: Case Summary & 6 Largest Unsecured Creditors
LUNDY'S MANAGEMENT: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: Lender Can't Sue Over Loan Syndicate Exclusion

MARTIFER SOLAR: Plans to Auction Business by Mid-June
MARTIN BELZ: Peabody Hotel Chairman Confirms Chapter 11 Plan
MEOJ LLC: RepublicBankAz to Conduct Foreclosure Sale May 28
MF GLOBAL: J.C. Flowers Defeats Sapere's Lawsuit
MICHIGAN PRODUCE: Case Summary & 20 Largest Unsecured Creditors

MO'TREES LLC: Case Summary & 10 Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: DIP Lenders Agree to Lower LIBOR Rate
MONTE DEI PASCHI: Seeks to Raise EUR5 Billion Cash Call
MT. GOX: Founder Won't Appear in U.S. for Questioning
MT. GOX: Liquidation "Bad Sign" for US Investors, Experts Say

MUNDY RANCH: May 13 Hearing on Adequacy of Plan Outline
NAMCO FINANCIAL: Insurers Can Rescind $20MM From Fraudster's Firm
NORTEL NETWORKS: Canadian Debtors Directed to Produce Documents
OCWEN FINANCIAL: Fitch Rates Senior Unsecured Notes 'CCC/RR6'
ORTHO-CLINICAL DIAGNOSTICS: Debt Increase No Impact on Moody's CFR

ORTHO-CLINICAL DIAGNOSTICS: S&P Keeps 'B' CCR After Upsized Debt
PEABODY ENERGY: Fitch Affirms 'BB' Issuer Default Rating
PERSONAL COMMUNICATIONS: Confirms Liquidating Plan
PHILLIPS PLASTICS: Moody's Places B1 CFR on Review for Downgrade
QUANTUM FOODS: Union Says $54MM Sale Must Respect Contracts

RADIOSHACK CORP: Mired in Talks With Lenders Over Closings
REGIONAL CARE: May 15 Hearing on Confirmation of Amended Plan
RESTORA HEALTHCARE: Panel Hires Morris James as Co-counsel
RESTORA HEALTHCARE: Panel Taps CohnReznick as Financial Advisor
RIH ACQUISITIONS: Atlantic Club Casino Confirms Liquidating Plan

RIVER-BLUFF ENTERPRISES: Court OKs Hiring of Kimel Law as Counsel
RIVER-BLUFF ENTERPRISES: Culbertson Jordan Approved as Accountant
SABINE OIL: S&P Affirms 'B' CCR on Merger Agreement
SARKIS INVESTMENTS: Hires GA Keen as Real Estate Broker
SARKIS INVESTMENT: Receiver Hires Frandzel Robins as Counsel

SERVICEMASTER CO: S&P Assigns B- CCR & Puts Rating on Watch Pos.
SGK VENTURES: Seeks Approval of Hilco as Real Estate Broker
SGK VENTURES: Can Access NewKey's Cash Collateral Until Aug. 29
SGK VENTURES: Files Amended Schedules of Assets and Liabilities
SHEA HILLS: Vacant Land to Be Auctioned Off May 22

SI ORGANIZATION: S&P Assigns 'CCC+' Rating to $140MM Loan
SKYLINE MANOR: Case Summary & 20 Largest Unsecured Creditors
SKYLINE RIDGE: Assets to Be Auctioned Off May 28
SPECIALTY PRODUCTS: Proposes Asbestos Claimant Notification Plan
STAR DYNAMICS: Judge Denies Womble Carlyle Fees

SUNTECH POWER: Solyndra & ECD Trusts Balk at Chapter 15 Petition
TRIPLANET PARTNERS: Voluntary Chapter 11 Case Summary
VEYANCE TECHNOLOGIES: S&P Retains 'B' CCR on CreditWatch Positive
VICTOR TECHNOLOGIES: Moody's Withdraws B2 Corporate Family Rating
WP MUSTANG: S&P Assigns 'B' CCR & Rates $495MM 1st Lien Loan 'B'

* "Resulting Trust" a Difficult Defense on Fraud Claim
* Assets of Secondary Business Exempt as Tools of the Trade
* Barnes & Thornburg Nabs Akin Gump Appellate Pro
* BofA Settles With FGIC over Second-Lien Mortgage Securities
* Carlton Fields Opens LA Office, Adds 2 Ex-Steptoe Attys

* Circuit Pulls Back on Fee Denial for Stay Violation
* Citigroup Received Mixed Signals On "Stress Test"
* Homestead Rights Limited for Non-Bankrupt Spouse
* New Bankruptcy Fees to Take Effect June 1
* Rent Rising Out of Reach for U.S. Middle Class

* Settlement Prevents New York Apartments' Foreclosure
* Sufficient Liquidity Portends No Increase in Defaults
* U.S. Regulators Examining Departures at Mortgage Registry
* Vexatious Litigant Determined by Objective Standard

* BOND PRICING -- For Week From May 5 to 9, 2014


                             *********


21ST CENTURY: Moody's Places 'B3' CFR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed 21st Century Oncology, Inc.'s B3
Corporate Family Rating and other existing ratings on review for
upgrade. The review is prompted by 21st Century's announced plan
to reduce debt with proceeds from its Initial Public Offering
("IPO") of common stock and preferred stock offering (collectively
the "equity offering"), as well as refinance and extend the
maturity of a portion of its existing debt. The company's
speculative grade liquidity rating of SGL-3 will remain unchanged
until the transactions close. In a related action, Moody's
assigned Ba3 ratings to 21st Century's proposed $210 million
senior secured revolving credit facility and $430 million senior
secured term loan. The assigned Ba3 ratings on the proposed $210
million senior secured revolving credit facility and $430 million
senior secured term loan assumes the IPO and debt refinancing
close as planned.

Proceeds from equity offering, expected to total $240 million net
of fees and expenses, will be used to repay the company's existing
$90 million term loan, repay a portion of amounts outstanding on
the company's current $100 million revolving credit facility,
repay a portion of the OnCure 11.75% senior secured notes, repay
the SFRO term loans and other indebtedness, as well as pay related
fees and expenses. Proceeds from the proposed $430 million term
loan are anticipated to refinance the company's existing $350
million 8.875% 2nd lien notes rated B2, pay fees and expenses, and
add cash to the balance sheet. The IPO and refinancing
transactions are expected to close in late May 2014.

Ratings Rationale

Moody's review for upgrade will consider 21st Century's final
capital structure post completion of the equity offering and
refinancing transaction as well as the amount of proceeds from the
sale of shares. Moody's will also evaluate the company's liquidity
profile, financial policy, and the reimbursement risk given the
company's high reliance on government payors. Should the equity
offering and refinancing close as planned, including the
application of IPO proceeds to reduce existing debt and reduce the
company's interest burden resulting in projected debt to EBITDA
near 6.5 times (pro-forma for the OnCure Holdings and South
Florida Radiation Oncology acquisitions), Moody's would raise the
CFR by one notch to B2 and consider raising the SGL-3 speculative
grade liquidity rating to SGL-2.

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):

The following ratings were placed on review for upgrade:

Corporate Family Rating, B3;

Probability of Default Rating, B3-PD;

$100 million senior secured revolving credit facility, due October
2016, at Ba3 (LGD1, 7%);

$90 million senior secured term loan, due October 2016, at Ba3
(LGD1, 7%);

$350 million senior 2nd lien 8.875% notes, due January 2017, at B2
(LGD3, 42%);

$380 million senior subordinated 9.875% notes, due April 2017, at
Caa2 (LGD5, 83%).

The following ratings were assigned:

$210 million senior secured revolving credit facility due 2019, at
Ba3 (LGD2, 27%);

$430 million senior secured term loan due 2021, at Ba3 (LGD2,
27%).

21st Century's outlook was changed to rating under review from
stable.

The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

21st Century Oncology, Inc. ("21st Century"), formerly known as
Radiation Therapy Services, Inc. ("RTS") owns and operates
integrated cancer care treatment facilities in the US and Latin
America. The company's revenue for the last twelve months ended
December 31, 2013 was approximately $694 million. 21st Century is
majority owned by Vestar Capital and management.


21ST CENTURY: S&P Revises Outlook to Positive & Assigns 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on 21st
Century Oncology Inc. to positive from stable.  At the same time,
S&P assigned a 'B-' corporate credit rating to the company's
parent, 21st Century Oncology Holdings Inc.  The outlook is
positive.  Subsequently, S&P withdrew the corporate credit rating
on 21st Century Oncology Inc. following these actions.

Additionally, S&P assigned a 'B-' issue-level rating to the
proposed first-lien credit facility.  The recovery rating on the
facility is '3', which reflects S&P's expectation for meaningful
(50% to 70%) recovery in the event of a payment default.  The
credit facility will consist of a $210 million revolving credit
facility due 2019 and a $430 million term loan B due 2021.

The company will use the proceeds of the IPO and the proposed
credit facilities to pay down the existing revolving credit
facility, the existing first-lien term loan, the second-lien
notes, and other unrated debt.

"We are revising the outlook to positive based on our expectation
that the IPO and proposed refinancing will lower interest expense
and improve the company's cash flow," said credit analyst Tulip
Lim.

The outlook is positive reflecting the potential for an upgrade
over the near term if the IPO and refinancing are completed as
contemplated.

Upside scenario

S&P could raise the rating over the near-term if revenue and
EBITDA grow as S&P expects and it become convinced that the
company could generate moderate discretionary cash flow.  This
would likely entail the smooth integration of OnCure and SFRO,
continued volume increase, and future reimbursement rate cuts that
are relatively benign such that the company continues to produce
mid-single-digit revenue growth and margins continue to expand.

Downside scenario

S&P would revise the outlook to stable if the IPO and refinancing
are not completed in a timely manner.


24/7/365 BANDWIDTH: Public Auction of Assets on Wednesday
---------------------------------------------------------
Assets of 24/7/365 Bandwidth, LLC, will be sold at a public
auction to the highest bidder at the offices of Ryley Carlock &
Applewhite, One North Central Avenue, 12th Floor Lobby, Phoenix,
Arizona 85004, in Maricopa County, on May 14, 2014, at 10:00 a.m.

The assets include real and personal property located at 4060 West
Clarendon, in Phoenix, Arizona 85019.  The assets serve as
collateral to debt in the original principal balance of $269,000
owed to Washington Federal.

The current trustee for the assets is:

     W. Scott Jenkins, Jr.
     Ryley Carlock & Applewhite
     One North Central Avenue, Suite 1200
     Phoenix, AZ 85004
     Tel: 602-440-4800

The sale will be made for cash, federal funds wire transfer or
other form of payment satisfactory to Trustee (payable at the time
of sale or as allowed by the Trustee under Arizona law). Every
bidder except for Beneficiary will be required to provide a
$10,000 deposit in form satisfactory to Trustee as a condition to
entering a bid.  At Washington Federal's option, the assets may be
sold in one or more subsequent sale proceedings.


59TH AVE & PEORIA: Foreclosure Sale Set for June 20
---------------------------------------------------
Real and personal property at 10630 N. 59th Avenue Glendale,
Arizona 85304, will be sold at public auction to the highest
bidder at the law offices of Gust Rosenfeld P.L.C., in Phoenix,
Arizona, on June 20, 2014, at 10:00 a.m.

Proceeds of the sale will be used to pay down debt in the original
principal balance of $2,900,000 owed to:

     Peoria 59, LLC
     1916 South Gilbert Road, Suite 5
     Mesa, AZ 85204

The assets are owned by:

     59th Ave & Peoria Investors, LLC
     8115 E. Indian Bend Road, Suite 119
     Scottsdale, AZ 85250

          -- and --

     Richkamp, LLC
     8115 E. Indian Bend Road, Suite 119
     Scottsdale, AZ 85250

The Successor Trustee may be reached at:

     Christopher M. McNichol
     Gust Rosenfeld P.L.C.
     One East Washington Street, Suite 1600
     Phoenix, AZ 85004
     Telephone: (602) 257-7972
     (Attention: Amey Wheeler)


911 NORTH BUFFALO: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 911 North Buffalo, LLC
        1436 S Main Street, Suite 200
        Los Angeles, CA 90015

Case No.: 14-13312

Chapter 11 Petition Date: May 9, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Ryan Alexander, Esq.
                  LAW OFFICES OF RYAN ALEXANDER PLLC
                  200 E. Charleston Blvd
                  Las Vegas, NV 89104
                  Tel: (702) 222-3476
                  Fax: (702) 252-3476
                  Email: ryan@thefirm-lv.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Hamid Mahban, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-13312.pdf


ABOUND SOLAR: Internal Report Slams U.S. Handling of Guarantees
---------------------------------------------------------------
Valerie Volcovici, writing for Reuters, reported that the U.S.
Department of Energy displayed a "lack of guidance" in how it
dealt with millions of dollars in loan guarantees to now-bankrupt
Abound Solar Manufacturing, the agency's internal watchdog said in
a report.

According to the report, the DOE in recent years has tried to help
commercialize the production of solar equipment such as panels and
photovoltaic modules with a series of loan guarantees.  The
program was savaged by Republican lawmakers after the high-profile
bankruptcy of California-based solar manufacturer Solyndra in
2011, the report related.  The latest audit of loan guarantees to
Abound could re-open those wounds.

In a 32-page report, the DOE's Inspector General reviewed the case
of Colorado-based Abound, which filed for bankruptcy protection in
June 2012 and laid off more than 100 employees, after receiving
about $70 million of a $400 million loan guaranteed by the
government, the report further related.

Although the DOE said it had identified and taken steps to
mitigate risks, and suspended funding when the company failed to
meet certain milestones, the IG report said the loan guarantee
program had not established "comprehensive policies, procedures
and guidance for awarding, monitoring and administering loans,"
the report said.

                       About Abound Solar

Abound Solar Inc. filed for Chapter 7 bankruptcy liquidation
(Bankr. D. Del. Case No. 12-11972) on July 2, 2012.  The company
disclosed assets of $136.1 million and debt totaling $82 million.

Abound Solar was awarded a $400 million loan guarantee from the
U.S. Department of Energy in July 2010 to build a facility in
Indiana and expand its Longmont facility.  Abound borrowed about
$70 million from the DOE loan guarantee.

Abound halted production in February from the one plant in
Colorado.  A second was planned in Indiana.

Abound Solar joined fellow panel makers Solyndra LLC and Evergreen
Solar Inc. in the Delaware bankruptcy court.

Adam Singer serves as bankruptcy trustee.


ALLENS INC: PACA Can't Be Stretched Far Enough to Help Farmer
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allens Inc., a liquidated processor of canned
vegetables, gave U.S. Bankruptcy Judge Ben Barry an opportunity to
opine on what constitutes substantial compliance with notice
requirements contained in the Perishable Agricultural Commodities
Act.

According to the report, in substance, a timely Paca claim gives a
farmer or distributor the status of a secured creditor who must be
paid ahead of everyone else.  The statute creates a legal fiction
that proceeds from agricultural products don't belong to the
bankrupt company until all Paca claims are fully paid, the report
related.

In the Allens case, a sweet potato farmer didn't submit notice of
a Paca claim within the 40 days allowed by statute after delivery
of the goods, the report further related.

In his opinion on April 14, Judge Barry agreed with the farmer
that the proof of claim sufficed for the required Paca notice, the
report said.  The claim, however, came more than 40 days after
delivery.

                         About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company.  Its
affiliate, All Veg Inc., also sought bankruptcy protection.

Bankruptcy Judge Ben T. Barry presides over the cases.  The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York.  Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer.  Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs.  Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.

Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.

The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.

On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases.  The sale closed Feb. 28.

The Associated Press said the assets will be sold to Sager Creek
for $124.78 million.  Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction.  Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.

Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York.  Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.


ALTEGRITY INC: S&P Lowers CCR to 'CC'; Outlook Negative
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Falls Church, Va.-based Altegrity Inc. to 'CC' from
'CCC-'.  The outlook is negative.

At the same time, S&P lowered the senior secured debt rating to
'CCC-' from 'CCC'.  The recovery rating on the senior secured debt
is '2', indicating that lenders could expect substantial (70% to
90%) recovery in the event of a payment default.

In addition, the senior unsecured and subordinated debt ratings
have been affirmed at 'C' (which is the lowest possible issue
rating for an instrument that is not in default).  The recovery
rating on this debt is '6', indicating that lenders could expect
negligible (0% to 10%) recovery in the event of a payment default.

The rating actions follows Altegrity's announcement that it is in
discussion with various stakeholders to effect a comprehensive
recapitalization in advance of large debt maturities that total
around $1 billion through February 2015 and $1.8 billion through
May 2016.  If completed, the transaction would, among other
things, extend maturities; exchange existing unsecured and senior
subordinated debt into second- and third lien-debt; and provide
modest cash pay downs and increased paid-in-kind (PIK) interest to
existing senior unsecured debt.

"The offer, in our view, implies the investors will receive less
value than the promise of the original securities," said Standard
& Poor's credit analyst Jerry Phelan.  "In addition, the company
is requesting a temporary waiver on the secured net debt ratio
covenant through July 15, 2014, which we understand is being
requested to prevent a covenant default and therefore provide time
to complete the recapitalization."

Standard & Poor's rating outlook is negative.  S&P intends to
lower the corporate credit rating to 'SD' and the affected issue-
level ratings to 'D' assuming the distressed exchange is
completed.  S&P expects that it will raise its ratings shortly
thereafter, after it completes a forward-looking review that takes
into account the combined company's business risk and financial
risk profiles, including any benefits from the proposed debt
exchange.


AMERISERV FINANCIAL: Fitch to Withdraw 'bb' Viability Rating
------------------------------------------------------------
Fitch Ratings plans to withdraw the ratings on Ameriserv
Financial, Inc. and Ameriserv Financial Bank on or about June 7,
2014, for business reasons.  Fitch currently rates the two
entities as follows:

Ameriserv Financial, Inc.

-- Long-Term Issuer Default Rating (IDR) 'BB';
-- Short-Term IDR 'B';
-- Viability rating 'bb';
-- Support Rating '5';
-- Support floor 'NF'.

Ameriserv Financial Bank

-- Long-Term IDR 'BB';
-- Long-Term Deposits 'BB+';
-- Short-Term IDR 'B';
-- Short-Term Deposits 'B';
-- Viability rating 'bb';
-- Support Rating '5';
-- Support floor 'NF'.

Ameriserv Capital Trust I

-- Preferred 'B-'.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient.  Fitch believes that investors benefit from increased
rating coverage by Fitch and is providing approximately 30 days'
notice to the market on the withdrawal of Ameriserv Financial,
Inc. and Ameriserv Financial Bank ratings as a courtesy to
investors.

Fitch's last rating action took place on Sept. 23, 2013, at which
time Fitch affirmed its long-term ratings on Ameriserv Financial,
Inc.at 'BB'.


ANCHOR GLASS: S&P Assigns 'B+' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Tampa, Fla.-based Anchor Glass Container Corp.
The outlook is stable.

At the same time, based on preliminary terms and conditions, S&P
assigned a 'BB-' issue rating to Anchor Glass' proposed $335
million first-lien term loan maturing in 2021.  The recovery
rating on this debt is '2', indicating S&P's expectation for
substantial (70% to 90%) recovery in the event of a payment
default.  The credit facility also includes a proposed $100
million asset-based revolving credit facility (unrated).

In April 2014, KPS Capital Partners L.P. entered into definitive
agreements to acquire Anchor for $438 million from Ardagh Holdings
US Inc., and the transaction is expected to close in the second
quarter of 2014, subject to customary closing conditions and
regulatory approvals.

Proceeds from the first-lien term loan along with approximately
$140 million of cash common equity will be used to finance the
transaction, pay transaction-related fees and expenses, and fund
some cash to the balance sheet.

S&P's 'B+' rating on Anchor Glass Container Corp. has been derived
from its anchor of 'b', based on its assessments of a "fair"
business risk and "highly leveraged" financial risk profile for
the company.  S&P has adjusted its initial rating outcome upward
by one notch using a comparative ratings analysis.  Based on S&P's
base-case expectations, it believes Anchor Glass' credit measures
will be stronger than those of other companies we deem as having
highly leveraged financial risk profiles.  All other modifiers are
neutral for the rating.

"The 'fair' business risk profile reflects the company's position
as the third-largest glass packaging manufacturer in the U.S., its
high customer and end-market concentration, substitution risk
arising from periodic conversions from glass to plastic
containers, greater visibility of future revenue streams through
renewed multiyear contracts, and favorable cost pass-through
mechanisms," said Standard & Poor's credit analyst Liley Mehta.

The stable outlook reflects S&P's expectation for fairly
predictable business conditions and stable cash flow generation
over the next few years.  S&P incorporates moderate acquisitions
or a potential dividend distribution that could take Anchor Glass'
total debt to EBITDA to about 5x in the near term.  S&P expects
this level to provide sufficient cash flow to meet internal needs
and maintain normal business operations.

S&P could lower the ratings if the company makes a large debt-
financed acquisition, and operating performance deteriorates, that
would cause total debt to EBITDA to reach 6x to 6.5x.  Also, S&P
could lower ratings if company generates negative free cash and
its liquidity position deteriorates.

Operational challenges could occur following unexpected volume
declines owing to a squeeze in consumer spending or falling demand
for mass beer brands, more-aggressive substitution of plastic
containers for glass in certain beverage and food categories, or a
significant decline in business from a key customer.  Based on the
downside scenario we forecast, if the company made a debt-financed
dividend distribution, and operating margins weaken by more than
3%, or if volumes decline 10% or more from current levels, S&P
expects credit metrics to weaken such that total adjusted debt to
EBITDA deteriorates to 6x.

Given the company's private-equity ownership, and limited track
record of ownership by its financial sponsor, S&P views an upgrade
over the next year as unlikely.  S&P could raise the ratings if
the company demonstrates a track record and commitment to
maintaining its financial profile at levels indicative of an
"aggressive" financial risk profile.


ANTIOCH COMPANY: Former Execs Lose Bonus Protection Bid
-------------------------------------------------------
Law360 reported that an Ohio federal judge refused to block an
attempted clawback of bonuses earned by three former executives of
bankrupt Antioch Co., finding there to be a disputed issue of fact
as to whether the company was insolvent when the bonuses were
awarded.

According to the report, U.S. District Judge Timothy S. Black said
while a review of the balance sheet of Antioch, the parent of
scrapbooking company Creative Memories, indicates Antioch was
indeed insolvent when the bonuses were issued, but investment
manager Prairie Capital, which had been retained to evaluate
Antioch's worth, maintains the company had a fair market value of
$10 million.

As such, the judge denied three separate motions for summary
judgment on the five-figure bonuses from former Treasurer Steve
Bevelhymer, former Chief Financial Officer Karen Felix and former
Compliance Director Kimberly Lipson-Wilson, the report related.
However, Judge Black did dismiss a breach of fiduciary duty claims
against the trio, finding the trustee for Antioch failed to
produce clear and convincing evidence to support this claim.

The trustee has sued the executives along with several other
defendants, accusing them of profiting off of the decline of the
company, the report further related.

The case is the Antioch Co. Litigation Trust v. Lee Morgan et al.,
case number 3:10-cv-00156 in the U.S. District Court for the
Southern District of Ohio.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.  Faegre Baker Daniels LLP serves as its
counsel.  Crowe Horwath LLP serves as its financial advisor.

The Antioch Company, et al., and the Official Committee of
Unsecured Creditors, obtained confirmation on Nov. 14, 2013, their
Second Amended Joint Plan of Reorganization dated Nov. 13, 2013.


ARCH COAL: Fitch Cuts Issuer Default Rating to 'CCC'
----------------------------------------------------
Fitch Ratings downgraded the Issuer Default Rating (IDR) to 'CCC'
from 'B-' for Arch Coal, Inc. (Arch Coal; NYSE: ACI).  A complete
list of rating actions follows at the end of this release.
The downgrade results from Fitch's view that earnings will remain
weak and cash flow will be burned through 2015 given the outlook
for metallurgical coal prices.  Based on preliminary March 31,
2014 figures, total debt was $5.1 billion and LTM EBITDA was $243
million.

Ratings Drivers:

Arch Coal benefits from large, well-diversified operations and
good control of low-cost production.  Globally, Arch is the sixth
largest coal producer based on volumes.  The company sold 140
million tons of coal in 2013.  Between 87% and 92% of 2014
expected volumes are committed and priced.  Assuming no change in
sales volume for 2015, between 48% and 51% of tons are committed
and priced.  The company has the third largest coal reserve
position in the U.S. at 3.9 billion tons.

Steam coal demand in the U.S. is recovering, supply has been
disciplined, stocks are falling and prices are improving going
forward.  Globally, both metallurgical (met) and steam coal are in
excess supply and prices are weak.  Coal producers have been
running for cash with a focus on reducing costs which is expected
to delay price recovery.  In particular, Fitch believes the hard
coking coal bench mark price could average about $135/tonne (t)
and the Newcastle steam coal benchmark could be below $85/t over
the next 12 months.  The industry is consolidating which should
benefit supply/demand dynamics longer term.

Liquidity

At March 31, 2014, cash on hand was $866 million, short-term
investments were $245 million, and Fitch estimates that $250
million was available under the company's credit facilities.  The
$250 million accounts receivable facility matures Dec. 10, 2014,
and is renewable annually.  The $250 million credit facility
matures in June 2016.  Revolver covenants include a maximum net
senior secured leverage ratio of 5:1 from June 30, 2015 with step-
downs thereafter and a minimum liquidity of $550 million through
Dec. 30, 2015.  Fitch expects Arch Coal to comply with its
covenants.  Current maturities are quite modest at $33.5 million
in 2014, $24 million in 2015, $24 million in 2016, $24 million in
2017 and $1.9 billion in 2018.

Cash burn is expected to continue at consensus met coal price
expectations.  Interest expense is running at $382 million per
year, 2014 capital expenditure guidance tops out at $190 million,
and dividends are $2 million per annum.  Capital expenditures are
down on the completion of the Leer mine and the sale of Canyon
Fuel, both in 2013.  Fitch believes 2014 free cash flow burn after
capital expenditures and dividends could be as much as $320
million.

Capital Structure

Arch's actions to preserve liquidity since 2012 coupled with two
years of losses have resulted in a debt/capital ratio at 70%.
Fitch expects earnings to be weak in 2014 and leverage to remain
elevated through at least 2016.

Recovery

Fitch believes the senior secured bank facilities and second lien
notes have excellent recovery prospects in a default scenario
while the senior unsecured notes have below average recovery
prospects.

Ratings Sensitivities

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

-- Liquidity falling below $1 billion;
-- Expectations that 2016 EBITDA will be $600 million or less.

Positive: Not anticipated over the next 12 months given industry
conditions but future developments that may lead to a positive
rating action include:

-- Debt levels materially reduced and free cash flow generation is
   expected to be positive on average.

Fitch has downgraded the following ratings:

-- IDR downgraded to 'CCC' from 'B-';
-- Senior secured revolving credit facility downgraded to 'B/RR1'
   from 'BB-/RR1';
-- Senior secured term loan downgraded to 'B/RR1' from 'BB-/RR1';
-- Second lien secured notes downgraded to 'B-/RR2' from 'B+/RR2';
-- Senior unsecured notes downgraded to 'CCC-/RR5' from
   'CCC+/RR5'.


ASCEND LEARNING: Moody's Rates New $125MM 2nd Lien Debt 'Caa2'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Ascend
Learning, LLC's proposed $125 million second lien term loan.
Concurrently, Moody's affirmed the company's B3 corporate family
rating, upgraded the probability of default rating to B3-PD from
Caa1-PD, and upgraded the company's first lien credit facilities
to B2 from B3. The ratings outlook has been changed to negative
from stable.

Proceeds from the proposed second lien term loan will fund a $118
million dividend to the company's sponsor, Providence Equity
Partners, as well as pay related fees and expenses.

The change in outlook to negative from stable reflects the
elevated financial risk profile and aggressive financial policy
that will result in an erosion of the company's financial
flexibility. The debt financed dividend will increase leverage to
over 7 times, a level viewed as high for the B3 rating category.

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 affirmed at B3;

  Probability of default rating upgraded to B3-PD from Caa1-PD;

  $125 million second lien term loan, assigned Caa2 (LGD5, 89%);

  $40 million senior secured revolving credit facility due 2019,
  upgraded to B2 (LGD3, 37%) from B3 (LGD3, 33%);

  $408 million senior secured term loan due 2019, upgraded to B2
  (LGD3, 37%) from B3 (LGD3, 33%);

Outlook changed to negative from stable.

Ratings Rationale

Ascend's B3 corporate family rating reflects its high financial
leverage, weakened interest coverage, and high capital spending
requirements that constrain free cash flow generation. The rating
also captures the company's relatively small scale, persistently
high funded debt levels which remain well in excess of revenue,
and track record of aggressive financial policies given its
history of dividends and acquisitions. Ascend's high leverage
reduces its financial flexibility as well as ability to withstand
changes to the competitive environment. Notwithstanding these
concerns, the rating predominantly derives support by the
company's demonstrated ability to strengthen operating
performance, good liquidity profile and cash flow generation
trends. The rating favorably considers Ascend's primary focus on
providing learning solutions for healthcare related fields, which
are projected to experience higher than average employment growth
over the next few years. The rating is also supported by the
company's established position within its niche verticals, good
operating margins, the subscription like-nature of its revenue,
and the diversity of its customer base.

The negative outlook reflects Moody's view that while the
company's recent operating performance, cash flow, and liquidity
are improved, the increase in debt to fund a dividend and the
resultant high leverage level limits the company's financial
flexibility.

Moody's could downgrade the ratings if debt to EBITDA remains over
7.0 times or if the company's liquidity situation deteriorates,
demonstrated by reduced cushion under financial covenants,
depleting cash balances or operating cash flow declines. Ratings
could also be downgraded should the company engage in additional
shareholder enhancement initiatives such as dividends.

While a ratings upgrade is unlikely in the near-term, Moody's
could stabilize the outlook if the company demonstrates continued
top line growth, consistent positive free cash flow and maintains
a conservative financial policy with regards to shareholder
enhancement initiatives. Quantitatively, the outlook could be
stabilized if debt to EBITDA (Moody's adjusted) improves towards
6.0 times through a combination of earnings growth and debt
reduction with continued strong positive free cash flow. The
ratings could be upgraded if debt to EBITDA (Moody's adjusted)
sustainably approaches 5.0 times through a combination of earnings
growth and debt reduction, EBITDA less capital expenditures to
interest exceeds 1.75 times, and free cash flow is in the high
single-digit range as a percentage of debt.

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

Headquartered in Burlington, Massachusetts, Ascend Learning, LLC
provides technology-based learning solutions and educational
content for healthcare and other vocational fields. Revenue for
the last twelve month period ended 12/31/2013 was approximately
$276 million.


ASCEND LEARNING: S&P Assigns 'CCC+' Rating to 2nd Lien Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it is assigning
Burlington, Mass.-based Ascend Learning LLC's second-lien term
loan an issue rating of 'CCC+' with a recovery rating of '6',
indicating its expectation of negligible (0% to 10%) recovery for
lenders in the event of a payment default.

"We are affirming our 'B' corporate credit rating on the company.
At the same time, we affirmed our 'B' issue-level rating (at the
same level as the corporate credit rating) on the company's
$448 million credit facility.  The recovery rating on this debt
remains '3', indicating our expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default.  The
facility consists of a $408 million term loan due 2019 and a $40
mllion revolving credit facility due 2019".

"The 'B' corporate credit rating on Ascend Learning reflects our
assessment of the business risk profile as 'weak' and the
financial risk profile as 'highly leveraged'," said Standard &
Poor's credit analyst Hal Diamond.

Ascend Learning has "adequate" sources of liquidity (as defined in
S&P's criteria) to cover its needs over the next 12 months, in its
view.

The stable rating outlook reflects S&P's expectation that
employment growth trends in the health care industry will likely
lead to continued good organic revenue growth for the company.
Still, S&P anticipates that leverage will remain relatively high
(above 6x), reflecting the company's extremely aggressive
financial policies.

S&P could lower the rating if clear indications emerge that debt
leverage will remain above 7.5x, discretionary cash flow will
approach breakeven, or the cushion of covenant compliance will
fall below 10%.  This could result from another special dividend,
underperformance of high-priced acquisitions, and/or weaker
operating performance.

Although highly unlikely, S&P could consider raising the rating
over the intermediate term if it concludes that the company has
shifted financial policy such that it will reduce and maintain
lease-adjusted leverage below 5x, while generating meaningful
discretionary cash flow.


ATLS ACQUISITION: Medco Wants Contract Decision by May 30
---------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 28, 2014, at
9:30 a.m., to consider creditor Medco Health Solutions, Inc.'s
motion to compel ATLS Acquisition, LLC, et al., to assume or
reject certain executory contracts with Medco by May 30, 2014.
Objections, if any, are due May 20, at 4:00 p.m.

Medco said it is among the largest creditors and most significant
parties-in-interest in the Debtors' cases.  On Dec. 3, 2012, FGST
(one of the Debtors) acquired Medco's equity ownership of the
Debtors in the so-called MBO Transaction, pursuant to a purchase
agreement.

According to Medco, with the Debtors' litigations against Medco
(including the adversary complaint, claims objection, and Debtors'
summary judgment motions), the Debtors seek inequitably to force
Medco's performance under the purchase agreement and other related
agreements and to take their benefits for the Debtors' estates --
to require Medco to make, if the Debtors were to prevail, payments
totaling at least tens of millions of dollars -- even while the
Debtors simultaneously (i) seek to avoid and reject their own
performance obligations under the purchase agreement and other
agreements, (ii) seek disallowance of Medco's legitimate claims
under the purchase agreement and other agreements, and (iii) have
not assumed or rejected the purchase agreement and the other
agreements between the parties.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


AUC CAMELBACK: RepublicBankAz to Conduct Foreclosure Sale May 30
----------------------------------------------------------------
Real and personal property of AUC Camelback Investments, LLC, will
be sold at public auction to the highest bidder at the offices of
Kutak Rock LLP, in Scottsdale, Arizona, on May 30, 2014, at 11:00
a.m.

The assets consist of Units 118 and 119, Building 5 at the
Camelback 101 Professional Plaza, a condominium, as well as
related personal property and fixtures.  The assets are located at
9515 West Camelback Road, Building 5, Units 118 & 119, Phoenix,
Arizona 85037.  Proceeds of the sale will be used to pay down debt
in the original principal balance $610,000 owed to:

     RepublicBankAz, N.A.
     909 E. Missouri Ave.
     Phoenix, AZ 85014

AUC Camelback Investments is based at 5410 West Thunderbird Road,
Suite #101, Glendale, Arizona 85306

The Current Trustee may be reached at:

     Allison H. Swenson, Esq.
     KUTAK ROCK LLP
     8601 N. Scottsdale Road, Suite 300
     Scottsdale, AZ 85253
     Tel: 480-429-5000


AUTHENTIC BRANDS: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
ABG Intermediate Holdings 2 LLC ("Authentic Brands"), a B1 rating
to the company's proposed $365 million first lien credit
facilities, and a Caa1 rating to the proposed $130 million second
lien term loan. Ratings are subject to receipt and review of final
documentation. This is a first time rating for Authentic Brands.

Proceeds from the proposed refinancing transaction are expected to
be utilized to refinance the company's existing debt and fund a
return of capital to the company's shareholders, in particular its
majority owner, Leonard Green & Partners, L.P.

Ratings Assigned:

ABG Intermediate Holdings 2 LLC

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $30 million 1st Lien Revolving Credit Facility at B1/LGD3-33%

  $335 million 1st Lien Term Loan at B1/LGD3-33%

  $130 million 2nd Lien Term Loan at Caa1/LGD5-85%

The B2 Corporate Family Rating is constrained by high pro forma
leverage above 6.0 times debt/EBITDA, integration risks associated
with a number of sizable acquisitions consummated in the past
year, and meaningful brand and customer concentrations. The rating
also considers the company's financial sponsor ownership, and the
likelihood that financial policies could result in sustained
elevated leverage. The B2 Corporate Family Rating is supported by
Authentic Brands' relatively stable and predictable revenue and
cash flow streams from royalty payments received by the company,
which include significant guaranteed minimum amounts. Its licensor
business model is largely asset light, with low fixed overhead
costs which drive strong operating margins and interest coverage
metrics that are particularly strong for the rating category. The
stable outlook incorporates an expectation for modest deleveraging
over the next year as the company anniversaries recent sizable
acquisitions.

Ratings could be downgraded if the company were to experience non-
renewal, or renewals at material lower revenue streams for its
licenses, or if the company were to become more aggressive in its
financial policies. Quantitatively, ratings could be downgraded if
leverage were to exceed 6.5 times or if interest coverage were to
deteriorate below 2.25 times.

In view of the company's small scale, meaningful brand and
customer concentrations, and an expectation that cash flow will
likely support acquisition activity or otherwise be returned to
ownership, a ratings upgrade is unlikely. A ratings upgrade would
require an expectation for debt/EBITDA sustained below 5 times.

The principal methodology used in this rating was the Global
Apparel Companies published in May 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in New York, NY, Authentic Brands is a brand
management company with a portfolio that includes Juicy Couture
and Hickey-Freeman.


AUTHENTIC BRANDS: S&P Assigns 'B' CCR & Rates $365MM Debt 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Authentic Brands Group LLC (ABG).  The outlook is
stable.

At the same time, S&P assigned its 'B+' issue rating (one notch
above the corporate credit rating) to the company's $365 million
first-lien term facility (composed of a $30 million revolver and
$335 million first lien term debt), with a recovery rating of '2',
indicating that lenders could expect substantial (70% to 90%)
recovery in the event of a payment default or bankruptcy.  S&P
also assigned its 'CCC+' issue rating (two notches below the
corporate credit rating) to the company's $130 million second-lien
facility, with a recovery rating of '6', indicating that lenders
could expect negligible (0% to 10%) recovery in the event of a
payment default or bankruptcy.  ABG Intermediate Holdings 2 LLC is
the issuer of the revolver and the first- and second-lien term
loans.

"Our ratings on ABG reflect our view that the company's financial
profile is "highly leveraged" given the company's heavy debt
structure and our estimates of pro forma leverage in the mid-6x
area at the close of the proposed transaction.  The ratings also
reflect our assessment that ABG has a "weak" business risk
profile, reflecting its relatively small size, brand
concentration, and participation in the highly competitive apparel
industry that is susceptible to fashion risk.  The company's
portfolio of brands is growing and, overall, enjoys good brand
recognition.  The portfolio includes both apparel and celebrity
brands, such as Juicy Couture, Spyder, Elvis Presley, and Marilyn
Monroe," S&P noted.

"We believe ABG will continue to benefit from its sizable
acquisitions in 2013 and stable contracted business, and for
gradual improvement in credit metrics through some debt reduction
over the next year," said Standard & Poor's credit analyst
Jacqueline Hui.  "Still, we expect leverage to remain high at
above 5x because of the company's significant debt burden.  We
also expect the company to maintain adequate liquidity."


AUTO ORANGE: Creditors Appeal Order Dismissing Ch.11 Case
---------------------------------------------------------
Creditors El Camino Real Estate Holdings LLC and 1700 N. El Camino
Real Estate LLC have taken an appeal from the Bankruptcy Court's:

     (i) dismissing the Chapter 11 case of Auto Orange II, LLC,
         and

    (ii) judgment for the U.S. Trustee in the amount of $975.

On April 21, 2014, the Bankruptcy Court dismissed the Debtor's
case, and ordered that the Trustee will have a judgment in the
amount of $975 for unpaid quarterly fees.

The Bankruptcy Court also determined as moot the Debtor's motion
requesting an extension of its exclusive period to file a plan.

The Debtor on March 26 requested that the Court dismiss its
Chapter 11 case.

Marc J. Spizzirri, ECREH, and 1700 had challenged the Debtor's
Dismissal Motion.  They asked the Court to deny the Dismissal
Motion as well as a separate request by the Debtor to extend the
exclusivity periods.  The creditors assert that the Debtor has
failed to demonstrate cause for dismissal or for increasing the
exclusivity periods.  Moreover, they argued, the Debtor's estate
and its creditors are best served by the case proceeding and by
the exclusivity periods lapsing so that the creditors may proceed
with their plan, which will provide for payment in full of the
creditors' claims.  They also argued that it would not be in the
best interest of the Debtor and any legitimate creditor to have
parties who have engaged in fraud to essentially steal the company
and its asset.

The Debtor, in its response, stated that in spite of the fact that
the creditors of the Debtor other than Spizzirri, ECREH and 1700
will receive payment in full on their claims under the plan, those
creditors' interests are better served by allowing the Debtor to
dismiss its bankruptcy case and forcing the creditors to gamble on
the Debtor's success in a state court litigation.

Spizzirri et al., also filed a supplemental response to the
Debtor's omnibus reply to their opposition to the Dismissal Motion
to address the Debtor's inaccurate reply to the opposition.  The
creditors assert that the Debtor's response was inaccurate and
false as reflected in the sworn statement of John Cappelletti
filed in support of the reply.

As reported in the Troubled Company Reporter on Feb. 24, 2014,
the U.S. Trustee also sought dismissal or conversion of the
Debtor's case.  The U.S. Trustee also asked the Court to fix any
quarterly fees due and payable to the U.S. Trustee.

The U.S. Trustee said the Debtor has failed to file a monthly
operating report for the month of December 2013, and failed to pay
U.S. Trustee quarterly fees for the Fourth Quarter of 2013 in the
amount of $650.

On March 19, the Debtor notified the U.S. Trustee that it does not
oppose the dismissal of the case.

The TCR also reported that TerraCotta Realty Fund, LLC, notified
the Bankruptcy Court that it has withdrawn its own motion to
dismiss the case.  According to TerraCotta, on Feb. 7, 2014, its
was granted relief from automatic stay against the Debtor's real
property located at 32881 Camino Capistrano, San Juan Capistrano,
California.

Mr. Spizzirri is represented by:

         Michael J. Weiland, Esq.
         Lei Lei Wang Ekvall, Esq.
         WEILAND, GOLDEN, SMILEY, WANG EKVALL & STROK, LLP
         650 Town Center Drive, Suite 950
         Costa Mesa, CA 92626
         Tel: (714) 966-1000
         Fax: (714) 966-1002

ECREH and 1700 are represented by:

         Michael J. Weiland, Esq.
         WEILAND, GOLDEN, SMILEY, WANG EKVALL & STROK, LLP
         650 Town Center Drive, Suite 950
         Costa Mesa, CA 92626
         Tel: (714) 966-1000
         Fax: (714) 966-1002

                        About Auto Orange II

Auto Orange II, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on
Nov. 21, 2013.  The Debtor disclosed $12,700,000 in assets and
$10,098,621 in liabilities as of the Chapter 11 filing.  The
Debtor is represented by James D. Zhou, Esq., at the Law Offices
of Zhou and Chini, in Irvine, California.  The petition was signed
by Barry Baptiste, president of the company.  Judge Catherine E.
Bauer presides over the case.


AVS SUPPLY: Real Property Auction Today
---------------------------------------
Real property of AVS Supply, Inc. will be sold to the highest
bidder at an auction Monday morning, May 12, 2014, at 11:00 a.m.

The auction will be held at Poli & Ball, PLC at 2999 North 44th
Street, Suite 500, Phoenix, Arizona 85018.

The real property is located at 6721 North Black Canyon Hwy,
Phoenix, Arizona 85015.  The assets serve as collateral to debt in
the original principal balance of $130,000 owed to Wells Fargo
Bank, National Association.

Wells Fargo may be reached at:

     Wells Fargo Bank, National Association
     3033 Elder Street, MAC#U1851-015
     Boise, ID 83705
     Attention: Collateral Department

         -- and --

     Wells Fargo Bank, N.A.
     100 West Washington Street, 5th Floor
     MAC S4101-051
     Phoenix, AX 85003
     Attention: Paula Whipple Name

The Trustee for the assets may be reached at:

     James B. Ball
     Poli & Ball, PLC
     2999 North 44th Street, Suite 500
     Phoenix, AZ 85018
     Tel: 602/840-1400


BERNARD L. MADOFF: Ex-Aides Seek Acquittal After Guilty Verdict
---------------------------------------------------------------
Law360 reported that former Bernie Madoff associates, whom a jury
found guilty of aiding the $65 billion Ponzi scheme, asked a New
York federal court to acquit them, saying there wasn't enough
evidence to show criminal knowledge or intent to participate in
any crime.

According to the report, the five former Bernard L. Madoff
Investment Securities LLC employees -- computer programmers Jerome
O'Hara and George Perez, Operations Chief Daniel Bonventre and
account managers JoAnn Crupi and Annette Bongiorno -- were
convicted late last month on charges including securities fraud
and falsifying records.

An 11-member jury found them guilty on each of the government's 31
charges after deliberating for less than four full days, the
report related.  The defendants are scheduled to be sentenced in
July and could go to prison for as many as 78 to 220 years each.

O'Hara's attorneys argued that when he and Perez became
uncomfortable with the work they were doing on software programs
Madoff's former Finance Chief Frank DiPascali used to carry out
the fraud, they deactivated them, the report further related.
Moreover, O'Hara allegedly repaid a $687,000 bridge loan to
Madoff's securities firm.

"There would be no reason for a criminal conspirator, motivated by
greed, to repay a loan that could have been simply forgiven or
forgotten," O'Hara's memorandum said, the report added.  "It
strains credulity to believe that the compulsive, controlling
[Madoff], who regarded [O'Hara and Perez] as 'two dopey computer
guys' according to [DiPascali], would have allowed them to be 'in'
on the scheme."

The case is USA v. Daniel Bonventre et al., case number 1:10-cr-
00228, in the U.S. District Court for the Southern District of New
York.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: UK Court Rejects Feeder Fund's Clawback Suit
---------------------------------------------------------------
Law360 reported that a U.K. appeals court decided that Fairfield
Sentry Ltd., which fed billions of investor dollars into Bernard
Madoff's notorious Ponzi scheme, couldn't recover payments made to
investors who redeemed their shares before the scheme collapsed
because certificates documenting the transactions were binding.

According to the report, the Judicial Committee of the Privy
Council, overturning a decision by a lower judge, said the mutual
fund couldn't rescind the transactions because monthly emails,
contract notes and monthly statements of account issued
surrounding the redemptions communicated information in
documentary form and thus qualified as "certificates."

The fund's liquidators, who are trying to claw back proceeds from
shares redeemed in the years before Madoff's December 2008 arrest,
argued that the financial institutions were mistakenly paid out
because Bernard L. Madoff Investment Securities LLC didn't
actually have the assets that it claimed, the report related.

They also argued that the word "certificate" had no standard
meaning and that what constituted a certificate depended on the
commercial or legal context in which the certification clause
appeared, the report further related.

But the appeals court replied:  "There is no rational ground for
regarding finality as desirable in some cases but not in others,
according to the discretionary decision of the directors or their
delegates. Such a discretion, if it existed, could only operate
capriciously, and is therefore most unlikely to have been intended
by the draftsman," the report added.

The case is Quilvest Finance Ltd. et al. v. Fairfield Sentry Ltd.,
case number JCPC 2013/0061, before the Judicial Committee of the
Privy Council.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BOB & STAN: Condo Units in Goodyear, AZ to Be Sold May 20
---------------------------------------------------------
Property of Bob & Stan LLC will be sold at public auction to the
highest bidder, at the law offices of Quarles & Brady LLP, Two
North Central Avenue, Phoenix, Maricopa County, Arizona, on
May 20, 2014 at 10:00 a.m.

The assets consist of Units 25 through 32, inclusive, Units 45
through 60, inclusive, Units 73 through 88, inclusive, and Units
100 through 107, inclusive, Building 7, Palm Valley Professional
Plaza Condominiums, Phase 1, as well as parking spaces numbered
50, 52, 54 and 56.

The assets are located at 3000 N. Litchfield Road Goodyear,
Arizona.  Quarles, as Trustee, will sell all assets that serve as
collateral to debt owed under a promissory note in the original
principal balance of $846,000 owed to:

     Wells Fargo Bank, National Association
     c/o Hudson Americas, LLC
     Its Attorney-in-Fact
     2711 North Haskell Ave., Suite 1800
     Dallas, Texas 75204

The current Trustee may be reached at:

     James L. Ugalde, Esq.
     QUARLES & BRADY LLP
     Renaissance One
     Two North Central Avenue
     Phoenix, AZ 85004-2391
     Telephone: 602-229-5200
     E-mail: elizabeth.hibbs@quarles.com


BROWNSVILLE MD: Part Owners Balk at Pineda's Bid for Stay Relief
----------------------------------------------------------------
C. Lynn Anderson, MD, and Vicki Miles Rodriguez, creditors and
parties-in-interest in the case of Brownsville MD Ventures, LLC,
asked that the Bankruptcy Court deny Pineda Grantor Trust II's
motion for relief from the automatic stay.

The objectors, part owners of the Debtor, also adopt the position
of the Debtor in response to the motion for relief.

The objectors asserted that the Trust is a vulture fund, having
acquired its claims and interest post-default from the prior
lender for pennies-on-the-dollar, and accordingly, the trust is
not a holder in due course to any of the commercial paper or
commercial liens and rights claimed by the Trust.

In a separate filing, the objectors responded to trial brief filed
by the Trust.  They argued that the Trust's trial brief missed the
point of the applicable code, law and standards for a single asset
real estate to make adequate protection payments.

The Trust filed the trial brief concerning its lien rights as to
the cash held by the Debtor.  The Trust stated that it holds a
valid perfected lien in the Debtor's cash, and requested that the
Court grant its motion to lift stay and require the Debtor to turn
over all cash it holds as the Debtor cannot adequately protect its
cash collateral.

The Trust's trial brief provides that, among other things:

   1. The Debtor holds approximately $400,000 in cash.  Since the
filing of the bankruptcy, the Debtor and Pineda have entered into
a series of cash collateral orders that preserved Pineda lien
rights to the cash to the same extent those rights existed prior
to the bankruptcy.  It is undisputed that the cash held by the
Debtor is traceable to litigation initiated by the Debtor and
Brownsville Doctors Hospital, the Debtor's former tenant, as the
cash represents the settlement of property damage claims related
to the real property owned by the Debtor.  By an agreement between
Brownsville Doctors Hospital and the Debtor, the payment of the
litigation proceeds would also be considered the payment of past
due rent owed by Brownsville Doctors Hospital to the Debtor.

   2. The Debtor executed Deeds of Trust in favor of Texas State
Bank, such Deeds of Trust now held by Pineda.  The Deeds of Trust
properly create a lien in favor of Pineda on the real property.

As reported in the Troubled Company Reporter on March 25, 2014,
the Debtor asked Judge Richard Schmidt to deny the motion to lift
the automatic stay filed by Pineda.

A lawyer representing the Trust had asked the bankruptcy judge to
lift the injunction so that the Trust can foreclose on its
collateral -- a real property owned by Brownsville in Cameron
County, Texas.  The lawyer argued the trust's interest is not
"adequately protected."

Brownsville argued that it has sufficient equity in the real
property to protect the interest of the Trust and that the
property is necessary for its restructuring.  "The debtor's
bankruptcy case is a SARE case," said its lawyer, Kell Mercer,
Esq., at Husch Blackwell LLP, in Austin, Texas.  He pointed out
that the real property is the most significant asset of the
company.

"Without the real property, the Debtor's plan of reorganization
cannot be implemented," Mr. Mercer said.

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring real property and improvements in Brownsville, Texas.
The company leased the property to Brownsville Doctors Hospital,
LLC, which operated a hospital on the premises.  The tenant has
ceased operations, and the property has been vacant since August
2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July 2011
with a fair market value in excess of $20,000,000.  Pineda Grantor
Trust II, as assignee of Compass Bank (which provided a loan to
finance the acquisition of the property), is the secured lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor tapped The
Rentfro Law Firm PLLC as special counsel to provide legal advice
regarding business matters.

Judge Richard S. Schmidt presides over the case.


BUILDING MATERIALS: S&P Revises Outlook to Pos. & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Boise, Idaho-based Building Materials Holding Corp. to
positive from stable and affirmed its 'B' corporate credit rating
on the company.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's senior notes.  The recovery rating remains '5', which
indicates S&P's expectation that lenders will receive modest
recovery (10% to 30%) in the event of a default.

"The positive outlook reflects our expectation for BMC's leverage
measures to strengthen in the next two years along with increasing
U.S. housing construction activity," said Standard & Poor's credit
analyst Thomas Nadramia.

S&P would upgrade BMC if it would anticipate the company being
able to achieve leverage measures more in line with a one-notch
higher rating through the cycle (i.e., debt to EBITDA on average
in the low 3.5x area).  This could occur along if U.S. new home
construction recovered towards its historical average levels of
about 1.5 million starts.  For a higher rating, S&P would also
expect that the company could fund its anticipated working capital
growth from internal sources such that consistently generated
modestly positive free cash flow.

A revision of the outlook to stable could occur if fewer-than-
expected housing starts due to an economic slowdown, recession, or
higher home mortgage interest rates (S&P's economists place a 10%-
15% probability on a new recession) were to result in less
improvement in profitability.

S&P views a downgrade as unlikely in the near term given its view
of improving U.S. housing fundamentals; however, one could occur
if BMC's liquidity were to become constrained, due to an
unexpected reversal in housing starts (due to recessionary
pressures or a large increase in mortgage interest rates) or a
material decrease in profit margins due to increased competition
or volatile material costs that would cause leverage to exceed 6x.
Other risks to S&P's anticipated EBITDA growth include volatile
lumber prices (which can increase working capital needs or depress
margins) and increased price competition if more competitors enter
BMC's markets as housing starts increase.


CANDY INTERMEDIATE: Moody's Lowers CFR to 'B3'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded Candy Intermediate Holdings,
Inc.'s (a wholly owned subsidiary of Ferrara Candy Company
Holdings, Inc.) Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) to B3 from B2 and B3-PD from B2-PD,
respectively. The outlook remains stable. The downgrade is largely
the result of the company's weak financial metrics including high
leverage and its weakened liquidity profile which has resulted
from operating performance in FY13 that was well below Moody's
expectations.

The following ratings have been downgraded for Candy Intermediate
Holdings, Inc.:

  Corporate Family Rating to B3 from B2;

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

  $425 million senior secured term loan B due June 2018 to Caa1
  (LGD4, 62%) from B3 (LGD4, 59%).

The rating outlook is stable

Ratings Rationale

The B3 Corporate Family Rating reflects Ferrara's weak credit
metrics including high leverage with debt-to-EBITDA of greater
than 7.5 times, thin interest coverage, relatively weak profit
margins and negative free cash flow-to-debt during FY13. Ferrara
has a limited operating history as a combined entity, a high
degree of seasonality in its earnings and cash flow, and competes
against both private label and larger players with greater
financial resources and brand recognition in a challenging
consumer spending environment. Accordingly, Moody's view Ferrara
as a price follower in the category with lower margins,
particularly in periods of rising commodity prices. The company's
key inputs are sugar, high-fructose corn syrup and packaging
materials. Recently, commodity pressures have eased and Ferrara
has locked in favorable pricing through the end of the FY14, which
will benefit margins in the near-to-intermediate term. The rating
also considers the company's private equity ownership and possible
event risk in the form of future dividend payments. At the same
time, the rating recognizes the company's good scale and market
position in the US non-chocolate confectionary category. Ferrara
maintains a solid product portfolio with a number of well-
recognized brands, has reduced exposure to seasonal candies post-
merger, and has good channel diversification and a moderate degree
of customer concentration. Anticipated synergy savings in
connection with the merger have taken longer than expected to be
fully realized; however, Moody's expect the company will generate
approximately $30 - $35 million of annualized run-rate synergies
in FY14.

The stable outlook reflects Moody's expectation that liquidity
will tighten as the year progresses but that the company will
maintain at least $30 million of ABL availability at all times and
that earnings and cash flow will improve over the next twelve to
eighteen months. The outlook also anticipates that leverage will
improve from currently high levels to be in the range of 6.0 to
6.5 times at FYE14.

The ratings could be downgraded if ABL borrowings exceed Moody's
expectations, which would be driven by lower than anticipated cash
flow generation. Also, if adjusted debt-to-EBITDA leverage as
measured by Moody's climbs above 8.0 times or if the company fails
to restore EBITA-to-interest to above 1.0 time, the ratings could
be downgraded.

Although not anticipated in the near term, the ratings could be
upgraded if debt-to-EBITDA leverage as measured by Moody's
improves and is sustained below 6.0 times, EBITA-to-interest
climbs above 1.5 times, and the company reduces ABL reliance.

The principal methodology used in this rating was the Global
Packaged Goods published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Ferrara Candy Company (Ferrara), a subsidiary of Candy
Intermediate Holdings, Inc., is primarily a manufacturer of
branded non-chocolate products, private label confectionary
products as well as a participant in various co-manufacturing
programs. Ferrara was formed in June 2012 through the merger of
Farley's and Sathers Inc. (F&S) and Ferrara Pan Candy Co, Inc.
(Ferrara Pan). The company is understood to be the third largest
US based non-chocolate confectionary company with one of the
broadest product portfolios in the category. Ferrara's brands
include Brach's, Bob's, Black Forest, Trolli, Lemonheads,
Jujyfruits, Atomic Fireballs, Boston Baked Beans, Chuckles, and
Now and Later. The company is majority owned by Catterton
Partners. Net sales for the twelve months ended December 31, 2013
were approximately $835 million.


CANYON COMPANIES: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Canyon
Companies S.A.R.L. and GTCR Valor Companies, Inc. including a B2
corporate family rating and B2-PD probability of default rating.
The companies are being set up by private equity group GTCR to
acquire certain key assets of Vocus Inc. and Cision AB. The
proposed first lien facilities are rated B1 and the proposed
second lien facilities are rated Caa1. The ratings outlook is
stable.

Ratings Rationale

The B2 corporate family rating reflects the high leverage of the
new company and recent revenue declines balanced by the leading
positions of Vocus and Cision in the PR software market and
benefits of combining the businesses. Vocus and Cision are each
leaders in various segments of the PR software industry and the
combination should further enhance their position. Their products
provide critical software and contact database tools for PR
professionals to target PR campaigns and track them across
multiple media channels including publishing, broadcasting, blogs
and social media. The transaction is complex however, requiring
divestitures by both companies and integration of remaining
operations. Given the divestitures, historical audits are of
limited use in assessing the new entity. The companies have
significant overlap in products and should be able to reduce
duplicative functions in multiple areas fairly quickly after
closing. Debt to EBITDA will be high at closing (estimated at 6.7x
pro forma for the divested operations and myriad adjustments) but
substantially less pro forma for the synergies contemplated within
the first two years. Leverage is expected to fall below 5x within
12-18 months of closing driven by the pace that the company can
realize synergies. Free cash flow is expected to exceed $30
million in the year after closing and free cash flow to debt is
expected to exceed 7%. The company is considered weakly positioned
in the B2 category initially given the high starting leverage and
integration challenges.

Ratings could be downgraded if the integration falters or leverage
is not on track to get to 5.5x or free cash flow to debt is not on
track to get to 7% or greater. Though unlikely in the near term
given the integration challenges, the ratings could be upgraded if
leverage is sustained below 4x.

Liquidity is limited at closing with an estimated $10 million of
cash but improves with the expectation of greater than $30 million
of free cash flow over the year post closing. Liquidity is also
supported by an undrawn $25 million revolver which is subject to
certain limitations and financial covenants.

The following ratings were assigned:

Issuer: Canyon Companies S.A.R.L.
        (Parent of GTCR Valor Companies, Inc.)

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Issuer: GTCR Valor Companies, Inc. (Borrower)

1st Lien Senior Secured Revolving Credit Facility, Assigned B1,
LGD3, 36 %

1st Lien Senior Secured Term Loan Credit Facilities, Assigned
B1, LGD3, 36 %

2nd Lien Senior Secured Term Loan Credit Facilities, Assigned
Caa1, LGD5, 88 %

Ratings Outlook: Stable

The principal methodology used in this rating was Global Software
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Vocus, and Cision, headquartered in Beltsville, MD and Stockholm,
Sweden respectively together generated approximately $313 million
of reported revenue in 2013.


COOPER-BOOTH: Has May 14 Confirmation for 100% Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cooper-Booth Wholesale Co., a convenience-store
wholesaler, is scheduled to have a confirmation hearing in
bankruptcy court on May 14 to seek approval of a Chapter 11 plan
that pays all creditors in full.

According to the report, a bankruptcy judge in Philadelphia
approved the disclosure statement explaining the workings of the
plan. The creditors' committee supports the plan, the report
related.  The plan will be financed with a new $35 million credit
provided by AloStar Business Credit and Susquehanna Bank,
according to the disclosure statement, the report added.

The owners can retain the equity because everyone is paid in full,
with interest, the report said.

                  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.


DETROIT, MI: Pension Deal Approved by One Retirement System
-----------------------------------------------------------
Lisa Lambert and Karen Pierog, writing for Reuters, reported that
the board of Detroit's General Retirement System has approved
economic terms of a settlement with the city that include cuts to
pension benefits, putting in place another key component of
Detroit's effort to exit bankruptcy by October.

Reuters related that the city also has reached a tentative pact
with the city's other pension fund, the Detroit Police and Fire
Retirement System, whose board is expected to vote later this
week. Together, the two pension funds represent some 23,000 active
members and retirees.  The settlements were incorporated into the
city's bankruptcy plan, filed with the federal bankruptcy court.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

Judge Rhodes, on May 6, approved the disclosure statement
explaining the City's fourth amended plan.  Judge Rhodes will
commence the hearing on plan confirmation on July 24.  Additional
confirmation hearing dates, as necessary, will be July 25, July
28-31, August 4-8, and August 11-15.  A final pretrial conference
on plan confirmation is set for July 23.


DETROIT, MI: $1.45 Billion Pension Debt Suit Proceeds
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit filed papers to dismiss some counterclaims in
the lawsuit where the bankrupt city sued its two retirement
systems to void $1.45 billion in obligations incurred in 2005 and
2006 to fund municipal pensions.

According to the report, the city took aim at counterclaims filed
by Wilmington Trust Co. as trustee for trusts created by the
complicated funding system which Detroit claims to have been
concocted to evade limits on how much debt it could incur.

Detroit says the trusts made claims three weeks after the last day
for filing claims, the report related.  The new claims allege
fraudulent misrepresentation and denial of due process.

Meanwhile, the service corporations, created by the city to funnel
interest payments to bondholders, filed papers of their own to
dismiss the suit as to them, the report further related.

The service corporations quote from Detroit's complaint, filed in
January, stating that they were mere instrumentalities of the city
created to evade strictures on incurring debt, the report added.

The lawsuit is City of Detroit, Michigan v. General Retirement
System Corp. (In re City of Detroit, Michigan), 14-04112, U.S.
Bankruptcy Court, Eastern District Michigan (Detroit).

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DINASO & SONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: DiNaso & Sons Building Supplies Company, Inc.
        520 Industrial Loop
        Staten Island, NY 10309

Case No.: 14-42298

Chapter 11 Petition Date: May 7, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Carla E. Craig

Debtor's Counsel: Moneesh K Bakshi, Esq.
                  RASH & BAKSHI
                  45 Rockefeller Plaza, Suite 2000
                  New York, NY 10111-2099
                  Tel: (646) 583-1615
                  Fax: (845) 818-5331
                  Email: moneesh.bakshi@rashbakshi.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by John DiNaso, Sr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb14-42298.pdf


DOLAN COMPANY: Nantahala Wants Unrestricted Shares Transfer
-----------------------------------------------------------
Nantahala Capital Management, LLC requested that the Bankruptcy
Court enter an order (a) confirming that Nantahala's postpetition
transfers, on behalf of its beneficial owners, of certain common
and preferred equity interests in Debtor The Dolan Company, Inc.,
do not contravene provisions of the Court's stock transfer
procedure order; and (b) amending the stock transfer procedure
order to provide that it does not restrict transfers of Dolan's
8.5% Series B preferred shares.

Nantahala advises and manages accounts for four funds, each with
multiple beneficial owners.  These funds purchased shares of
Dolan's common stock after the Petition Date.  In no situation is
any fund's holding close to the 1,400,000-share threshold trigger
of the Court's stock transfer procedure order.

On the Petition Date, the Debtors filed the stock transfer motion.
The Debtors requested certain restrictions on the sale of common
and preferred stock.  On March 25, 2014, the Court entered an
interim order approving the stock transfer motion.

Nantahala filed an objection to the stock transfer motion but has
withdrawn it based on assurances from the Debtors that they would
engage in a good-faith attempt to resolve their differences with
Nantahala after the stock transfer procedure order was entered.

On April 17, the Court entered a final order approving the stock
transfer motion.

According to Nantahala, no resolution was had, and the Debtor
proposed an unworkable solution designed to obstruct Nantahala's
Interests -- and not preserve their NOLs.

Nantahala also noted that the Debtors' NOLs are not impacted by
the common stock holdings of the funds managed by Nantahala under
any circumstances, and the Debtors have acted unreasonably, and
for ulterior purposes, in dealing with this situation.

Alternatively, Nantahala sought confirmatory relief, consistent
with many IRS private letter rulings, that accounts of the funds
managed by Nantahala may not be aggregated for purposes of
compliance with the stock trading procedure order.

As reported in the Troubled Company Reporter on April 28, 2014,
the Court approved on a final basis, procedures relating to the
transfers of Dolan's common stock and 8.5% series B cumulative
preferred stock.

As of Dec. 31, 2013, the Debtors estimate that they have net
operating losses in the amount of approximately $150 million.  The
NOLs are of significant value to the Debtors and their estates
because the Debtors can carry forward their NOLs to offset their
future taxable income for up to 20 years, thereby reducing their
future aggregate tax obligations.  In addition, the NOLs may be
utilized by the Debtors to offset any taxable income generated by
transactions consummated during the Chapter 11 cases.

Pursuant to the final order, a party that has, or, after a
proposed transaction, will have, beneficial ownership of at least
1,400,000 shares of common stock or 31,500 shares of Preferred
Stock may not consummate any purchase, sale or other transfer of
common stock or preferred stock or beneficial ownership of the
securities in violation of the procedures, and any such
transaction in violation of the procedures is null and void ab
initio.

                      About The Dolan Company

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

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

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

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

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

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

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

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

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

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

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

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

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


DOMNUS CORP: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Domnus Corp.
        4975 Topanga Blvd.
        Woodland Hills, CA 91364

Case No.: 14-12424

Chapter 11 Petition Date: May 9, 2014

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: M Jonathan Hayes, Esq.
                  SIMON RESNIK HAYES LLP
                  15233 Ventura Blvd Ste 250
                  Sherman Oaks, CA 91403
                  Tel: 818-783-6251
                  Fax: 818-783-6253
                  Email: jhayes@srhlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Leili Flrouzabadi, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-12424.pdf


DOTS LLC: Wants Liquidation of Biz Completed Before Plan Filing
---------------------------------------------------------------
Dots, LLC, et al., ask the Bankruptcy Court to extend their
exclusive periods to file a plan of reorganization until Sept. 17,
2014, and solicit acceptances for that Plan until Nov. 17, 2014.

The Debtor relate that store-closing liquidation sales are
underway at all of the retail stores and are expected to continue
through May 2014.  The Debtors have sold over 140 real estate
leases, of which 32 have already been assumed and assigned through
April.  The Court also approved sale procedures for the marketing,
auction, and sale of the Debtors' intellectual property,
scheduling an auction for May 8, 2014, and an approval hearing for
May 13.  The Debtors anticipate that the liquidation of their
business assets will be completed in June 2014.

The Debtor is represented by:

         Kenneth A. Rosen, Esq.
         Wojciech F. Jung, Esq.
         Andrew Behlmann, Esq.
         LOWENSTEIN SANDLER LLP
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

                         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.


DOTS LLC: Danice Stores Wants to Acquire Store 455 Lease
--------------------------------------------------------
Danice Stores, Inc. asks the Bankruptcy Court to deny Dots, LLC,
et al.'s motion to approve the assumption and assignment of the
lease for Store No. 455 to Mad Dots Lease Acquisition, LLC.

Danice asks the Court to direct the Debtor to conduct an auction
sale for the 455 lease.

Danice related that although it offered $30,000 for the 455 lease,
the Debtors rejected its offer to purchase the 455 lease instead
chose Mad Dots' 5-lease bid.  The Mad Dots lease purchase
agreement provides for a reduction of $20,000 per lease for each
lease that is not assigned and is not conditioned on the
assumption and assignment of all fine leases.

Danice Stores is represented by:

         Nancy L. Kourland, Esq.
         ROSEN & ASSOCIATES, P.C.
         747 Third Avenue
         New York, NY 10017-2803
         Tel: (212) 223-1100

                         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.


DOTS LLC: Hearing on IP Assets Sale Set for Tuesday
---------------------------------------------------
The Bankruptcy Court will convene a hearing on May 13, 2014, at
10:00 a.m., to consider approval of the sale of Dots, LLC, et
al.'s intellectual property assets to the successful bidder.
Objections, if any, were due May 9, at 5:00 p.m.

The Court authorized the sale of IP assets (trademarks and
trademark applications, brand names, Internet domain names,
customer lists, and other intellectual property) at a May 8
auction.  All objections filed in response to the relief were
overruled.

There was no stalking horse bidder as of the April 8 order.  The
IP broker is Hilco Streambank.

The Debtor is represented by:

         Kenneth A. Rosen, Esq.
         Wojciech F. Jung, Esq.
         Andrew Behlmann, Esq.
         LOWENSTEIN SANDLER LLP
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

                         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.


DOTS LLC: Luis Salazar Appointed as Consumer Privacy Ombudsman
--------------------------------------------------------------
The Bankruptcy Court has directed the Office of the U.S. Trustee
to appoint a consumer privacy ombudsman pursuant to Section 332 of
the Bankruptcy Code in the Chapter 11 case of DOTS LLC.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed:

         Luis Salazar, Esq.
         SALAZAR JACKSON
         Alhambra Circle, Suite 1205
         Coral Gables, FL, 33134
         Tel: (305) 374-4848
         Fax: (305) 397 1021

as the consumer privacy ombudsman in the Chapter 11 case of Dots,
LLC.

To the best of the U.S. Trustee's knowledge Mr. Salazar is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         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.


DUKE FUNDING: Replacement Collater Mgr. No Impact on Fitch Ratings
------------------------------------------------------------------
Fitch Ratings has been notified of a proposed collateral manager
removal and appointment of successor collateral manager for Duke
Funding High Grade III.  On April 1, 2014, Fitch received notice
that the holders of at least 66 2/3% in Aggregate Outstanding
Amount of the class A and class B notes have directed the removal
of Cairn Financial Products Ltd. as collateral manager and
subsequently directed the appointment of Dock Street Capital
Management, LLC (Dock Street) as successor collateral manager.
The replacement is expected to become effective on May 19, 2014.

Terms of the proposed Replacement Collateral Management Agreement
have remained almost identical with only minor differences that
are not material to the ratings of the transaction.

The most senior class in the transaction is currently rated 'Csf',
indicating that default appears inevitable for the notes. In
addition, Duke Funding High Grade III, Ltd./Inc. (Duke Funding HG
III) is no longer in its reinvestment period and remains in an
event of default.   Given the above, Fitch does not expect the
novation to have any impact on the ratings of the notes.

Fitch is not a party to the transaction and therefore does not
provide consent or approval, as that remains the sole preserve of
the transaction parties.  Fitch expects to be notified by the
trustee when the proposed transfer of asset management
responsibilities is completed.


DVORKIN HOLDINGS: Trustee Can Pay Property Management Fees
----------------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer authorized Gus A. Paloian, as
Chapter 11 trustee for Dvorkin Holdings, LLC, to use funds outside
of the ordinary course to pay the increased property management
fees to DDL Property, Ltd.

The Debtor is also authorized to modify property management
agreements between DDL Property, Ltd. and operating entities.

The trustee, in its motion, stated the amended property management
agreement provides that the fees paid by the operating entities
will increase from approximately 5% of gross operating revenue to
a sliding scale of between 5% and 10% of gross operating revenue,
with the fee percentage increasing as revenue declines. Despite
the industry standard to the contrary, DDL does not charge
commissions for lease transactions.

The Chapter 11 trustee is represented by:

         James B. Sowka, Esq.
         SEYFARTH SHAW LLP
         131 South Dearborn St., Suite 2400
         Chicago, IL 60603
         Tel: (312) 460-5000
         E-mail: jsowka@seyfarth.com

                    About Dvorkin Holdings, LLC

Dvorkin Holdings, LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
disclosed $69,894,843 in assets and $9,296,750 in liabilities as
of the Chapter 11 filing.  Bankruptcy Judge Jack B. Schmetterer
oversees the case.  Michael J. Davis, Esq., at Archer Bay, P.A.,
in Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 Trustee.
Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.


E-REWARDS INC: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Dallas-based digital
data collection company e-Rewards Inc. a 'B' corporate credit
rating.  The outlook is stable.

At the same time, S&P assigned the company's senior secured credit
facility a 'B' issue-level rating, with a '3' recovery rating,
indicating S&P's expectation for meaningful (50% to 70%) recovery
for lenders in the event of a payment default.  The credit
facility consists of a $30 million revolving credit facility due
2018 and a $190 million term loan due 2018.

"The 'B' corporate credit rating reflects our expectation for
limited debt leverage reduction over the intermediate term due to
modest discretionary cash flow and an aggressive financial policy.
We view e-Rewards' business risk profile as "weak," primarily
because of its niche market focus and limited scope of operation,
and vulnerability to fluctuations in marketing budgets.  The
company's adjusted debt leverage was 4.3x (5.8x including
redeemable convertible stock as debt) as of Dec. 31, 2013, and
private equity ownership underpin our assessment of a "highly
leveraged" financial risk profile.  These factors are only lightly
tempered by e-Rewards' good market position in its niche, strong
panel retention rate, and high survey response rate (albeit with a
limited track record dating from 1999).  We expect e-Rewards to
grow revenues at a mid- to high-single-digit percentage rate with
a healthy high-teens EBITDA margin.  We believe that the company
will use its free cash flow for bolt-on acquisitions, and to a
lesser extent, debt repayment," S&P said.

e-Rewards is a small-to-midsize provider of permission-based
digital data collection services to market research agencies
focused on conducting online research for clients who serve
business-to-business, business-to-consumer, and hard-to-reach
audiences.  The company provides customers with access to an
online portal where they can access information from e-Rewards or
Valued Opinions panels, so that they can conduct online market
research studies.  Members are recruited by invitation or through
affiliate marketing and social media channels, and consist
primarily of consumers, business decision-makers, and medical
professionals.  Panel members are incentivized with reward points,
local currency credits, or virtual currency to participate in
market research surveys.


EDEN CRYOGENICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Eden Cryogenics, LLC
        8500 Rausch Drive
        Plain City, Oh 43064

Case No.: 14-53294

Chapter 11 Petition Date: May 7, 2014

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Hon. Kathryn Preston

Debtor's Counsel: Matthew T Schaeffer, Esq.
                  10 West Broad St, Suite 2100
                  Columbus, OH 43215
                  Tel: (614) 229-3289
                  Email: matthew.schaeffer@baileycavalieri.com

                    - and -

                  Nick V. Cavalieri, Esq.
                  BAILEY CAVALIERI LLC
                  10 West Broad Street, Suite 2100
                  Columbus, OH 43215-3422
                  Tel: (614) 221-3155
                  Fax: (614) 221-0479

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steve L. Hensley, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohsb14-53294.pdf


EDGENET INC: Lands $6.5MM Purchase Offer Before June Auction
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edgenet Inc., a provider of cloud-based applications
and services, intends to sell its business at auction not later
than June 3 unless an offer emerges to top the $6.5 million bid
from a buyer already under contract.

According to the report, a hearing was set for May 5 in U.S.
Bankruptcy Court in Delaware to seek approval of sale procedures.

The proposed buyer is PCF Number 2 Inc. in Laguna Hills,
California, the report related.  The contract with PCF requires
court approval of the sale no later than June 5. PCF's payment
could be reduced after adjustments in the contract.

Edgenet filed for Chapter 11 reorganization in mid-January, saying
secured creditors' couldn't agree on a division of sale proceeds,
the report further related.

An official committee represents former owners, owed $18.5
million, who claim to be secured creditors, the report added.
Atlanta-based Edgenet filed a lawsuit seeking a declaration that
the former owners allowed their security interest to lapse.

                         About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  The Company
has 80 employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee as no sufficient interest has been generated
from creditors.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


ENERGY FUTURE: Posts $609 Million Net Loss for Q1 2013
------------------------------------------------------
Energy Future Holdings Corp. on Wednesday delivered to the U.S.
Securities and Exchange Commission its Form 10-Q report for the
quarterly period ended March 31, 2014.

EFH posted a net loss of $609 million during the quarter compared
to a net loss of $569 million during the same period last year.
EFH said operating revenues were $1,517 million during the first
quarter compared to $1,260 million during the same period in 2013.

EFH said total assets were $35,212 million as of March 31, 2014,
against total liabilities of $49,076 million.

A copy of the Form 10-Q report is available at http://is.gd/YX4rHm

On April 29, 2014, EFH Corp. and the substantial majority of its
direct and indirect subsidiaries, including Energy Future
Competitive Holdings Company LLC, Energy Future Intermediate
Holding Company LLC, and Texas Competitive Electric Holdings
Company LLC, but excluding Oncor Electric Delivery Holdings
Company LLC and its subsidiaries, filed for Chapter 11 bankruptcy.

In connection with the Bankruptcy Filing, TCEH received a binding
commitment, subject to certain customary conditions, from certain
financial institutions for the debtor-in-possession facility.  The
TCEH DIP Facility is a Senior Secured, Super-Priority Credit
Agreement by and among EFCH, TCEH, and the subsidiaries of TCEH
that are Debtors in the Chapter 11 Cases, the lenders that are
party thereto from time to time and an administrative and
collateral agent.  The TCEH DIP Facility provides for up to $4.475
billion in financing upon entry of a final order consisting of (i)
a senior secured, super-priority revolving credit facility of up
to $1.95 billion, (ii) a senior secured, super-priority delayed-
draw term loan in the amount of up to $1.1 billion, and (iii) a
senior secured, super-priority term loan in the amount of $1.425
billion.

On May 2, 2014, the Bankruptcy Court entered an interim order
authorizing the TCEH Debtors to (i) enter into the TCEH DIP Credit
Agreement to borrow $2.33 billion in financing consisting of
borrowings in an aggregate principal amount of up to (a) $533
million under the Revolving Credit Facility, (b) $1.1 billion
under the Delayed-Draw Term Facility, of which up to $1.1 billion
may be used to fund the RCT L/C Collateral Account for RCT Letters
of Credit (each as defined in the DIP Credit Agreement), and (c)
$700 million under the Term Loan Facility to fund General Letters
of Credit (each as defined in the TCEH DIP Credit Agreement), of
which up to $700 million may be used to fund the General L/C
Collateral Account (as defined in the TCEH DIP Credit Agreement);
and (ii) pay certain fees related to the administration of the
TCEH DIP Facility.  RCT refers to Railroad Commission of Texas.

On May 5, 2014, the TCEH Debtors and the other parties thereto
entered into the TCEH DIP Credit Agreement, which became effective
on that date.

A full-text copy of the SENIOR SECURED SUPERPRIORITY DEBTOR-IN-
POSSESSION CREDIT AGREEMENT Dated as of May 5, 2014 among ENERGY
FUTURE COMPETITIVE HOLDINGS COMPANY LLC, as Parent Guarantor,
TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, as the Borrower,
The Several Lenders from Time to Time Parties Hereto, CITIBANK,
N.A., as Administrative Agent and Collateral Agent, DEUTSCHE BANK
AG NEW YORK BRANCH, BANK OF AMERICA, N.A. AND MORGAN STANLEY
SENIOR FUNDING, INC., as Co-Syndication Agents, BARCLAYS BANK PLC,
ROYAL BANK OF CANADA AND UNION BANK, N.A., as Co-Documentation
Agents, and CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK
SECURITIES INC., MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK
PLC, RBC CAPITAL MARKETS AND UNION BANK, N.A. as Joint Lead
Arrangers and Joint Bookrunners, is available at
http://is.gd/Mmy9bo

The Debtors may be reached through:

     KIRKLAND & ELLIS LLP
     Attention: Linda K. Myers
     300 N. La Salle Street
     Chicago, IL 60654
     Telephone: (312) 862-2322
     Facsimile: (312) 862-2200

          - and -

     KIRKLAND & ELLIS LLP
     Attention: Andres Mena
     601 Lexington Avenue
     New York, NY 10022
     Telephone: (212) 446-4737
     Facsimile: (212) 446-6460

The Administrative Agent may be reached at:

     Citibank, N.A.
     1615 Brett Road, Building III
     New Castle, DE 19720
     Attention: Bank Loan Syndications Department
     Telephone: (302) 894-6010
     Facsimile: (212) 994-0961
     Email: glagentofficeops@citi.com

and through:

     Owen Coyle
     1615 Brett Road
     New Castle, DE 19720
     Telephone: (302) 894-6123
     Facsimile: (212) 994-0961
     Email: owen.leonard.coyle@citi.com

and through:

     Citibank, N.A.
     Email: shane.azzara@citi.com
            kirkwood.roland@citi.com
            allister.chan@citi.com
            chido.ugochukwu@citi.com

The Administrative Agent is represented by:

     MILBANK, TWEED, HADLEY & MCCLOY LLP
     1 Chase Manhattan Plaza
     New York, NY 10005
     Attention: Karen Gartenberg
     Telephone: (212) 530-5630
     Facsimile: (212) 822-5630

The Collateral Agent may be reached at:

     Citibank, N.A.
     1615 Brett Road, Building III
     New Castle, DE 19720
     Attention: Bank Loan Syndications Department
     Telephone: (302) 894-6010
     Facsimile: (212) 994-0961

The General Letter of Credit Issuer may be reached at:

     Citibank, N.A.
     3800 Citibank Center
     Building B, 3rd Floor
     Tampa, FL 33610
     Attention: US Standby Unit
     Telephone: (866) 498-8670
     Zorijana Migliorini
     388 Greenwich Street
     New York, NY 10013
     Telephone: (212) 816-8663
     Facsimile: (646) 291-3258
     Email: zorijana.migliorini@citi.com

Citibank, N.A. as RCT Letter of Credit Issuer, may be reached at:

     Citibank, N.A.
     3800 Citibank Center
     Building B, 3rd Floor
     Tampa, FL 33610
     Attention: US Standby Unit
     Telephone: (866) 498-8670
     Zorijana Migliorini
     388 Greenwich Street
     New York, NY 10013
     Telephone: (212) 816-8663
     Facsimile: (646) 291-3258
     Email: zorijana.migliorini@citi.com

Deutsche Bank AG New York Branch as RCT Letter of Credit Issuer
may be reached at:

     Deutsche Bank AG New York Branch
     Everardus J Rozing
     Vice President
     Standby Letter of Credit Unit
     Deutsche Bank
     60 Wall Street
     New York, NY 10005
     Mail Stop NYC60-3118
     Tel: 212 250-1014
     Fax: 212 797-0403

Bank of America, N.A. as RCT Letter of Credit Issuer, may be
reached at:

     Bank of America, N.A.
     Global Trade Operations
     One Fleet Way, 2nd Floor
     Mail Code PA6-580-02-30
     Scranton, PA 18507
     Telephone: 1-800-370-7519 and choose Trade product opt. #1
     Client Servicing
     E-mail Address: tradeclientserviceteamus@baml.com
     General Fax: 1-800-755-8743

Morgan Stanley Senior Funding, Inc. as RCT Letter of Credit
Issuer, may be reached at:

     Morgan Stanley Loan Servicing
     1300 Thames Street Wharf, 4th floor
     Baltimore, MD 21231
     Tel: 443-627-4355
     Fax: 718-233-2140
     Email: msloanservicing@morganstanley.com

Barclays Bank PLC as RCT Letter of Credit Issuer, may be reached
at:

     Barclays Bank PLC, New York Branch
     200 Park Avenue
     New York, New York 10116
     Tel: (201) 499-4970
     E-mail: xraLetterofCredit@barclays.com
             Michelle.hsiao@barclays.com

Royal Bank of Canada as RCT Letter of Credit Issuer, may be
reached at:

     Royal Bank of Canada
     Global Loans Administration, NY
     Three World Financial Center
     200 Vesey Street
     New York, NY 10281
     Tel: (212) 428-6322
     Fax: (212) 428-2372

Union Bank, N.A. as RCT Letter of Credit Issuer, may be reached
at:

     Union Bank, N.A.
     Commercial Loan Operations Supervisor
     Commercial Loan Operations
     1980 Saturn Street
     Monterey Park, CA 91754
     Facsimile: 1-800-446-9951
                1-323-724-6198
     E-Mail: #clo_synd@unionbank.com
     Telephone: Marvin Morales: 323-720-2113
                Maria Suncin: 323-720-2666

           About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

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

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

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

EFH's legal advisors for the Chapter 11 proceedings are Richard M.
Cieri, Esq., Edward O. Sassower, P.C., Stephen E. Hessler, Esq.,
Brian E. Schartz, Esq., James H.M. Sprayregen, P.C., Chad J.
Husnick, Esq., and Steven N. Serajeddini, Esq., at Kirkland &
Ellis, LLP; and Mark D. Collins, Esq., and Daniel J. DeFranceschi,
Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger,
P.A.  The Debtors also tapped as financial advisor, Evercore
Partners, and as restructuring advisor, Alvarez & Marsal.  Epiq
Systems is the claims agent.

The TCEH first lien lenders supporting the restructuring agreement
are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP
as legal advisor, and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.


ENERGYSOLUTIONS INC: S&P Raises Corp. Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on EnergySolutions Inc. to 'B+' from 'B'.  The outlook is
stable.

At the same time, S&P assigned its 'BB-' issue-level ratings to
EnergySolutions' proposed $825 million first-lien facility, which
consists of a $125 million revolving credit facility due 2019 and
a $700 million term loan due 2021.  The recovery rating on the
proposed first-lien facility is '2' indicating S&P's expectation
of substantial recovery (70% to 90%) in the event of a payment
default.

"The upgrade reflects the company's reduced debt, improved
operating efficiency at its logistics, processing, and disposal
facilities, and reduced risk at the Zion project following
movement of approximately 25% of the casks holding the spent fuel
rods," said Standard & Poor's credit analyst Pranay Sonalkar.  S&P
expects these factors will allow the company to maintain leverage
under 5x even with the loss of the large Magnox contract.

EnergySolutions has a leading market position within the
radioactive waste industry.  It benefits from strong technical
expertise as well as vertically integrated assets.  The company
disposes of more than 80% of Class A Low Level Radioactive Waste
(LLRW) and 95% of all commercially available Class A LLRW in the
U.S.  Barriers to entry in the disposal segment are considerable
because of the highly regulated nature of the LLRW industry and
the difficulty of obtaining operating licenses.  EnergySolutions
had long benefited from a sparsely populated competitive
landscape, since the one alternative for the disposal of
commercial LLRW were at a site in Richland, Wash., which accepts
waste only from the Northwest compact states.  However, a new
entrant to the industry, Waste Control Specialists (WCS, a
subsidiary of Valhi Inc.) opened a facility in November 2011 to
handle the disposal of Class A, B, and C radioactive waste, which
could result in some additional competitive pressure.  The stable
outlook reflects S&P's view that the company's participation in
the highly regulated industry and operational improvements will
allow it to generate satisfactory EBITDA margins and good free
cash flow over the next 12 months.

S&P believes the management and ownership will support credit
quality and maintain leverage of around 5x and FFO to total debt
of around 12% over the next 12 months consistent with the current
rating.

Although unlikely, S&P could raise the rating if the company's
business risk profile improved as a result of improved operating
efficiency, increased diversity, and a lower level of volatility
in its profitability.

S&P could lower the rating if the company were to face significant
challenges at Zion or if the company incurs additional debt such
that FFO to total adjusted debt remained below 10% without
prospects for improvement.  This would require EBITDA margins to
be 200 bps lower than S&P's projections.


FENWICK AUTOMOTIVE: Says Parent's Suit Belongs In Canada
--------------------------------------------------------
Law360 reported that bankrupt Canadian car part manufacturer
Fenwick Automotive Products Ltd. told a California federal judge
that a securities suit lodged by its parent company, Motorcar
Parts of America Inc., was just an inflated contractual suit
spurred by "buyer's remorse" and that it belongs in a Canadian
court.

According to the report, in a memorandum supporting its motion to
dismiss several of MPA's complaints, Fenwick, known as Fenco, said
MPA has augmented a simple breach of contract claim with
irrelevant securities claims.

The case is Motorcar Parts of America Inc v. FAPL Holdings Inc et
al., Case No. 2:14-cv-01153 (C.D. Calif.).

                     About Fenwick Automotive

Based in Toronto, Canada, Fenwick Automotive Products Limited --
http://www.fencoparts.com/-- is a manufacturer and distributor of
new and remanufactured aftermarket auto parts -- including
steering components (pumps, gears and racks), brake calipers,
master cylinders, hub assembly and bearings, clutches and clutch
hydraulics, constant velocity drive shafts, water pumps, control
arms and loaded struts for the full range of passenger and truck
vehicles in use in the markets it serves.  Its products are sold
through all major distribution channels of the automotive
aftermarket throughout the United States, Canada and Mexico.  The
company's facilities are located in Pennsylvania, New Hampshire,
Toronto and Mexico.

Fenwick is a party to a forbearance agreement dated as of July 6,
2010, with Royal Bank of Canada, as amended by the forbearance
amending agreement dated August 23, 2010.


FIRED UP: Hires Barron & Newburger as Counsel
---------------------------------------------
Fired Up, Inc. seeks authorization from the U.S. Bankruptcy Court
for the Western District of Texas to employ Barron & Newburger PC
as counsel, effective Mar. 27, 2014 petition date.

The Debtor requires Barron & Newburger to:

   (a) advise Debtor of its rights, powers, and duties as a
       debtor-in-possession continuing to manage its assets;

   (b) review the nature and validity of claims asserted against
       the property of Debtor and advising Debtor concerning the
       enforceability of such claims;

   (c) prepare on behalf of Debtor, all necessary and appropriate
       applications, motions, pleadings, draft orders, notices,
       schedules, and other documents and reviewing all financial
       and other reports to be filed in the chapter 11 case;

   (d) advise Debtor concerning and preparing responses to,
       applications, motions, complaints, pleadings, notices, and
       other papers which may be filed in the chapter 11 case;

   (e) counsel Debtor in connection with the formulation,
       negotiation, and promulgation of a plan of reorganization
       and related documents;

   (f) perform all other legal services for and on behalf of
       Debtor which may be necessary and appropriate in the
       administration of the chapter 11 case and Debtor's
       business; and

   (g) work with professionals retained by other parties in
       interest in this case to attempt to obtain approval of a
       consensual plan of reorganization for Debtor.

Barron & Newburger will be paid at these hourly rates:

       Barbara Barron                 $425
       Stephen Sather                 $425
       Attorneys                    $175-$475
       Support Staff                $20-$100

Barron & Newburger will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Barron & Newburger received payments from the Debtor in the amount
of $90,307.89 during the period from Oct. 17, 2013 to
Mar. 23, 2014.  The amounts paid consisted of both payments and
credits for services performed. The amounts were applied to pay
for services performed pre-petition.

The firm received a retainer from the Debtor in the amount of
$50,000 on Mar. 25, 2014 for use in its bankruptcy.  The retainer
was paid from the Debtor's funds.  Such retainer constitutes a
"security retainer" and will be held in the firm's trust account
pending further order of the Court and payment from the Debtor in
this case.  The firm asserts a lien against such retainer for fees
and expenses subject to Court approval.  The firm is also holding
a retainer for noticing costs in the amount of $10,000.

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

The Court for the Western District of Texas will hold a hearing on
the application on June 5, 2014, at 1:30 p.m.

Barron & Newburger can be reached at:

       Stephen W. Sather, Esq.
       BARRON & NEWBURGER, P.C.
       1212 Guadalupe Street, Ste. 104
       Austin, TX 78701
       Tel: (512) 476-9103 Ext. 220
       Fax: (512) 476-9253
       E-mail: ssather@bn-lawyers.com

                         About Fired Up

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.


FIRED UP: Hires Hajjar Sutherland as Special Counsel
----------------------------------------------------
Fired Up, Inc. asks for permission from the U.S. Bankruptcy Court
for the Western District of Texas to employ Hajjar, Sutherland &
Peters, LLP as special counsel, effective Mar. 27, 2014 petition
date.

The Debtor proposes to employ Hajjar Sutherland to perform the
following services for the estate: lease negotiations, general
corporate matters, and general trademark and other intellectual
property matters.

Hajjar Sutherland will be paid at these hourly rates:

       Robert Wheeler                 $360
       Diana Borden                   $275
       Angela Woodbury                $275
       Kareem Hajjar                  $275
       Doran Peters                   $275
       Judson Sutherland              $275
       Whitney Withers                $250
       Benjamin Ruiz                  $250
       Santiago Diaz                  $140
       Frances Rosales                $110
       Jessica Metz                   $110

The principal staff on the file will be Kareem Hajjar, Whitney
Withers, Angela Woodbury and Benjamin Ruiz.

Hajjar Sutherland will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Hajjar Sutherland received payments from the Debtor in the amount
of $102,328.70 during the year prior to bankruptcy.  This averaged
$8,527.39 per month.  The total fees billed to the Debtor for the
past three years averaged $34,798.79 per year.  No fees were owed
as of the petition date except for fees incurred during the week
prior to bankruptcy.  The firm has not received a retainer from
the Debtor.

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

The Court for the Western District of Texas will hold a hearing on
the application on June 5, 2014, at 1:30 p.m.

Hajjar Sutherland can be reached at:

       Kareem Hajjar, Esq.
       HAJJAR, SUTHERLAND & PETERS, LLP
       3144 Bee Caves Road
       Austin, TX 78746
       Tel: (512) 637-4956
       E-mail: khajjar@legalstrategy.com

                         About Fired Up

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.


FIRED UP: Names Vernon Law as Special Counsel
---------------------------------------------
Fired Up, Inc. asks for authorization from the U.S. Bankruptcy
Court for the Western District of Texas to employ The Vernon Law
Group, PLLC as special counsel, effective Mar. 27, 2014 petition
date.

The Debtor requires Vernon Law to prepare 2014 Franchise
Disclosure Documents for Johnny Carino's Italian Restaurants,
perform franchise registration and renewal filings in applicable
states, and provide franchise advice with regard to ongoing
business operations.

Vernon Law will be paid at these hourly rates:

       John Vernon                $575
       Taylor Vernon              $275

Vernon Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Vernon Law is owed for fees incurred during the week prior to
bankruptcy.  Debtor paid The Firm a retainer in the amount of
$25,000.

John M. Vernon, Esq., attorney of Vernon Law, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the Western District of Texas will hold a hearing on
the application on June 5, 2014, at 1:30 p.m.

Vernon Law can be reached at:

       John M. Vernon, Esq.
       THE VERNON LAW GROUP, PLLC
       4925 Greenville Avenue, Suite 200
       Dallas, TX 75206
       Tel: (214) 273-3715
       E-mail: jvernon@vernonlawgroup.com

                         About Fired Up

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.


FIRST QUANTUM: S&P Assigns 'B+' Rating to $650MM Sr. Sec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that on May 6, 2014, it
assigned its 'B+' issue rating to the proposed $650 million senior
unsecured notes, due 2022, to be issued by Canada-based metals
group First Quantum Minerals Ltd. (FQM).

The issue rating on the proposed notes is in line with the
corporate credit rating on FQM (B+/Stable/--) and is subject to
both the successful issuance and S&P's satisfactory review of the
final documentation.

S&P understands that some of the proceeds of the proposed notes
will be used to pay down part of the company's $3.0 billion
revolving credit facility, and the rest will remain on the balance
sheet.

After issuing the $650 million notes, FQM will have five senior
unsecured facilities at the level of the parent FQM Ltd.:

   -- $650 million senior unsecured notes due 2022;
   -- $350 million senior unsecured notes due 2019;
   -- $1.1 billion senior unsecured notes due 2020;
   -- $1.1 billion senior unsecured notes due 2021; and
   -- $3.0 billion five-year senior credit facility (the amount
      was recently increased from $2.5 billion).

These instruments rank pari passu and share the same security
package consisting of upstream guarantees from intermediate
companies between the parent and the operating companies, and from
key operating companies excluding Kansanshi and Cobre Panama.  S&P
estimates that the remaining debt at the operating companies, plus
other liabilities, will be less than 15% of FQM's total assets.

That said, S&P believes that the proposed notes' recovery
prospects will remain sensitive to the amount of future senior and
equally ranking debt.  S&P's analysis assumes that the $3.0
billion five-year senior credit facility ranks pari passu with the
other notes.  In addition, at this stage S&P considers that the
additional security assigned to the $3.0 billion senior credit
facility, in the form of certain intercompany loans, does not
represent a material priority over the rest of the notes.


FIRSTPLUS FINANCIAL: Lucchese Associate Asks For Mistrial
---------------------------------------------------------
Law360 reported that a reputed Lucchese crime syndicate associate
sought a mistrial in his prosecution for allegedly draining $12
million from a mortgage lender and forcing its bankruptcy,
claiming a New Jersey federal judge infringed his rights and
tainted the jury by ejecting him from court.

According to the report, Salvatore Pelullo filed a motion asking
the court to declare a mistrial in the prosecution of his alleged
role in the extortionate takeover of FirstPlus Financial Group, a
Texas mortgage lender. Pelullo has been unable to attend his own
trial for a month, following an order from U.S. District Court
Judge Robert B. Kugler barring Pelullo from the courtroom after he
made several outbursts that may have been audible to the jury.

Pelullo said in his filing that by expelling him from the
courtroom, Kugler violated his Fifth Amendment right to due
process and Sixth Amendment right to be assisted by an attorney
and tried by an impartial jury, the report related.  The judge's
decision was unwarranted, according to the brief, because
Pelullo's "outbursts" were merely his attempts to confer with
counsel and were not significantly disruptive to the proceedings.

"Although it is undisputed that Mr. Pelullo made a comment
concerning government witness Ken Stein's veracity, it is equally
undisputed that he made this comment in the course of conferring
with counsel during the course of trial, a right guaranteed by the
Sixth Amendment," the brief said, the report further related.

"In response to Ken Stein's testimony regarding the receipt of
certain information, Mr. Pelullo informed his counsel that Mr.
Stein was lying, which was information that counsel could only
learn from Mr. Pelullo, the report added.  In short, Mr. Pelullo
was assisting his counsel in the precise manner that a defendant
is supposed to do during the course of a trial."

The case is U.S. v. Scarfo et al., case number 1:11-cr-00740, in
the U.S. District Court for the District of New Jersey.

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FLETCHER INTERNATIONAL: Skadden Arps Settlement Approved
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for the Fletcher International Ltd.
master fund won approval of a liquidating Chapter 11 plan in late
March and obtained court endorsement of a settlement under which
law firm Skadden Arps Slate Meagher & Flom LLP pays $4.25 million
for a release of claims the trustee might have pursued.

According to the report, Skadden said there was no basis for
liability, contending that its representation was limited to
certain proceedings in Delaware state court.  According to Richard
J. Davis, the Chapter 11 trustee, Fletcher "did not make a single
profitable investment after Aug. 31, 2007," the report further
related.

According to Davis, four public pension funds that invested
$125 million will receive 90 percent of all recoveries, the report
added.  The disclosure statement listed about $120 million in
unsecured claims to share equally in lawsuit recoveries.

                   About Fletcher International

Fletcher International, Ltd., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan.  The
Bermuda exempted company estimated assets and debts of $10 million
to $50 million.  The bankruptcy documents were signed by its
president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. was managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie
E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his
counsel.

The Chapter 11 trustee filed a proposed liquidating Plan in
November 2013.  The disclosure statement was approved on Jan. 17,
2014.  Judge Gerber has confirmed the Second Amended Plan of
Liquidation late in March 2014.


FLORENCE MEDICAL: Assets to Be Auctioned Off July 22
----------------------------------------------------
Craig K. Williams, Esq., as agent for CREI Florence Healthcare,
LLC, as secured party, will sell property of Florence Medical
Alliance, LLC, to the highest qualified bidder in public on
July 22, 2014, at 1:30 p.m.  The auction will be held at:

     THE LAW OFFICES OF SNELL & WILMER L.L.P.
     One Arizona Center
     400 East Van Buren
     Phoenix, AZ

The assets to be sold include a portion of Lot 1 and Tract A at
the Florence Community Medical Center, as well as personal
property, receivables, causes of action and claims.

There is no warranty relating to title, possession, quiet
enjoyment or the like in this disposition.  The collateral will be
sold AS-IS, WITHOUT RECOURSE AND WITHOUT WARRANTIES, EITHER
EXPRESS OR IMPLIED.

To qualify to bid at the public sale, each person must qualify
with the Agent on or before the sale date by providing name,
address, phone number, and a $10,000 deposit, in cash or cashier's
check, made payable to Agent.

The successful bidder has until 5:00 p.m. (Arizona time) on the
following business day (presently July 23, 2014) to pay the entire
purchase price at the public sale, less the $10,000 deposit
previously held by Agent, in a form acceptable to Agent. If the
successful bidder does not complete the payment in full of the
purchase price by 5:00 p.m. (Arizona time) on the next business
day (presently July 23, 2014), then Agent shall have the right to
retain the $10,000 deposit to offset fees, costs and expenses of
Secured Party.

At the Secured Party's election, the Agent may either sell the
property to the next highest bidder, or hold a subsequent public
sale, notifying all parties who had registered in writing with
Agent on the date of the original sale, setting forth the time and
place of the subsequent public sale.

The secured party may be reached at:

     CREI FLORENCE HEALTHCARE, LLC
     1222 South Vista Avenue
     Boise, ID 83705
     Attention: Bart Cochran

Florence Medical Alliance, LLC, is represented by:

     Christopher L. Raddatz, Esq.
     FENNEMORE CRAIG, PC
     2394 East Camelback Road, Suite 600
     Phoenix, AZ 85016

          -- and --

     Scott D. McDonald, Esq.
     FENNEMORE CRAIG, PC
     One South Church Avenue, Suite 1000
     Tucson, AZ 85701

Fennemore Craig also represents DivLend Equipment Leasing, L.L.C.,
Clearwater 2008 Note Program, L.L.C.


FOREST OIL: S&P Puts 'B-' CCR on CreditWatch Positive
-----------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Forest Oil Corp., including its 'B-' corporate credit rating, on
CreditWatch with positive implications, meaning that S&P could
either raise or affirm the ratings following the completion of
its review.

As of March 31, 2014, Forest Oil had approximately $800 million of
total debt outstanding.  The combined entity would have pro forma
debt outstanding of about $2.2 billion.

The rating action follows the company's announcement that Forest
Oil Corp. and Sabine Oil & Gas LLC will merge and form a newly
incorporated publicly traded holding company, Sabine Oil & Gas
Corp. (on a pro forma basis, Sabine shareholders would own an
estimated 74% and Forest shareholders would own about 26% of the
merged company).  Sabine plans to issue new debt to refinance
Forest Oil's existing debt, which contains change-of control put
provisions.

"We will resolve the CreditWatch listing for Forest Oil upon
completion of the proposed transaction," said Standard & Poor's
credit analyst Mark Salierno.  "We expect the corporate credit
rating for Forest Oil would be raised by one notch to 'B', equal
to the existing corporate credit rating on Sabine Oil & Gas LLC.
We would withdraw the ratings on Forest's debt if this debt is
repaid upon completion of the transaction, which is expected to
close later in 2014."


FREE LANCE-STAR: Credit Bid Barred for Inequitable Conduct
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Sandton Capital Partners, the principal secured
creditor owed $37.9 million by the Free Lance-Star newspaper and
radio stations, employed an "overly zealous loan-to-own strategy"
and engaged in "inequitable conduct" by attempting to depress the
sale price, U.S. Bankruptcy Judge Kevin R. Huennekens said in an
opinion on April 14.

According to the report, Judge Huennekens's opinion describes how
Sandton bought the loan in June and tried unsuccessfully to
persuade Free Lance that it should sell the business to the lender
in bankruptcy in about six weeks, without marketing. The judge
said the lender tried to "frustrate competitive bidding" by
sending offering materials showing it had the right to credit bid,
or use its claim as currency in an auction rather than cash.

The judge said Sandton learned after buying the loan that it
didn't have liens on all assets, the report related.  Judge
Huennekens ruled that property free of lien includes broadcasting
towers, licenses from the Federal Communications Commission,
vehicles, insurance policies and cash.

To foster a competitive environment for an auction, the judge is
only allowing Sandton to credit bid $12.7 million for the
newspapers and $1.2 million for the broadcasting assets, the
report further related.

Judge Huennekens said in his opinion that Sandton didn't submit
any witnesses to show that it's conduct wasn't inequitable, the
report added.  The only witness it did proffer was "not credible,"
in the judge's view. Judge Huennekens also said that a declaration
filed by Sandton was "both false and misleading."

                           *     *     *

Mr. Rochelle separately reported that the Free Lance-Star
bankruptcy is shaping up to be the second case in three months in
which a court has limited a secured lender's ability to bid on a
company's assets using the debt rather than cash, a process known
as credit bidding.  According to the report, the secured lender is
Sandton Capital Partners, owed $37.9 million on a loan it bought
in June.

Judge Huennekens in Richmond, Virginia, took a page from the
playbook of a Delaware bankruptcy court by allowing Sandton to
credit bid only $13.9 million of the secured claim at auctions
scheduled for May 15, according to papers filed by the bankrupt
company, the report related.

Judge Huennekens held three hearings in March where he was asked
to follow the example of the Delaware judge in the Fisker
Automotive Inc. bankruptcy who let a lender credit bid using only
$25 million of a $168.5 million secured claim, the report further
related.

According to the newspaper's lawyers, Judge Huennekens concluded
that Sandton didn't have liens on all the assets, the report
added.  He also said, according to the bankrupt company, that
Sandton engaged in "inequitable conduct," one of the grounds on
which the Fisker judge limited credit bidding.

                About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.

Judge A. Robbins, U.S. Trustee for Region 4, appointed three
members to the official committee of unsecured creditors.


FREEDOM INDUSTRIES: Bankruptcy Lawyers, Advisers Bill $1.9MM
------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
the company behind the chemical spill that tainted the water
supply of 300,000 people in West Virginia spent $1.9 million on
attorneys and advisers in the first months of its bankruptcy case.

Freedom Industries Inc.'s lead bankruptcy law firm, McGuireWoods
LLP, billed top dollar, the report related, citing court papers
filed Tuesday. The law firm charged nearly $746,000 in fees and
expenses for work performed between Jan. 17, when Freedom filed
for bankruptcy, and the end of March.

Two specialist law firms, one for environmental matters and one
for litigation, billed a combined $535,000 in fees and expenses
for work during the same timeframe, the report further related.

According to the report, less than 5% of the bills from bankruptcy
professionals come from lawyers representing Freedom's committee
of unsecured creditors, whose members include people claiming
injury or other damages from the disastrous Jan. 9 chemical spill
from a Freedom-owned tank farm.

Chemical contamination resulted in a ban on use of tap water in a
nine-county swath of West Virginia and touched off a wave of
lawsuits that drove the company into bankruptcy, the report added.
Freedom is cleaning up under the eye of regulators and is shutting
down under the supervision of a judge.

                       About Freedom Industries

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

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

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

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

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

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

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


GASTAR EXPLORATION: S&P Affirms 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Gastar Exploration Inc. and its 'B-'
issue-level rating on the company's senior secured notes.  At the
same time, S&P revised the recovery rating on the company's senior
secured notes to '4' from '3'.  The '4' recovery rating reflects
S&P's expectation of "average" (30%-50%) recovery in the event of
a payment default.

The revision of the recovery rating is a result of a higher
borrowing base on the company's credit facility and lower
valuation on the company's year-end 2013 PV-10 (at S&P's
distressed price deck) compared with midyear 2013 reserves.

"The stable outlook reflects our expectation that Gastar will
continue to increase production and reserves in the Marcellus and
Hunton Limestone, while maintaining adequate liquidity," said
Standard & Poor's credit analyst Stephen Scovotti.

S&P could lower the ratings if it expected liquidity to weaken to
"less than adequate."  S&P believes this could occur if the
company is unable to increase production in the Marcellus and
Hunton Limestone or if the company materially increases its
capital spending plan.

S&P would consider an upgrade if the company significantly
increases reserves and production in the Marcellus and Hunton
Limestone and improves FFO to debt to greater than 20% while
maintaining adequate liquidity.


GENERAL MOTORS: Cadillac Test Drivers Warned of Ignition Defects
----------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that a
U.S. safety regulator released documents showing General Motors
Co. ordered a more robust ignition switch before the release of a
new Cadillac, stemming from complaints the engine could turn off
while driving when the ignition was bumped.

According to the report, Delphi Automotive PLC, which made the
defective switches used in 2.6 million small cars that are now
being recalled, disclosed in a letter to U.S. regulators that GM
engineers in February 2006 sought the change after test drivers
reported the 2007 Cadillac SRX would stall when their knees bumped
the ignition switch while driving.

Lawyers for the nation's largest auto maker separately disclosed
it plans to fend off most lawsuits over claims linked to its
ignition-switch recall using a bankruptcy-protection shield, the
report related.  The motion, filed in a Texas court, came despite
calls from lawmakers and victims' families for the company to
forgo the legal maneuver.

The Delphi documents released by the National Highway Traffic
Safety Administration don't disclose who at GM ordered the change
to the Cadillac switch, the Journal further related.  Engineers
reported the assembly "could move out of place" while driving thus
"turning off the car."

                     About Motors Liquidation

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

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

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

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


GENERAL MOTORS: Texas Judge Rejects Bid for "Park-It" Order
-----------------------------------------------------------
Patrick G. Lee, Linda Sandler and Edvard Pettersson, writing for
Bloomberg News, reported that General Motors Co. doesn't have to
tell car owners they should park the 2.59 million vehicles it
recalled over faulty ignition switches, a federal judge ruled,
rejecting a bid for what would've been an unprecedented order.

According to the report, U.S. regulators are better able than
courts to tell the automaker how to manage its recall, U.S.
District Judge Nelva Gonzales Ramos ruled in Corpus Christi,
Texas. The decision came a day after GM was sued in California in
what may be the first complaint naming as a defendant Continental
Automotive Systems US Inc., the Michigan-based maker of air-bag
systems used in the defective GM cars.

The request for a so-called park-it order was made by the owners
of a 2006 Chevrolet Cobalt who sued GM for the lost value of their
car, the report related.  They said the order was the only "fail-
safe solution" until defects in the Cobalt and other small-car
models linked to 13 deaths are fixed. The judge said she denied
the plaintiffs' request in part because they didn't need the order
to advance their lawsuit against GM.

"GM pushed to win this hearing on a technicality," said Bob
Hilliard, a Corpus Christi-based lawyer for the plaintiffs, the
report further related.  "There's no doubt had they agreed with me
and done this voluntarily, lives would have been saved."

Kevin Kelly, a spokesman for GM, said the company respects the
court ruling, the report cited.

                     About Motors Liquidation

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

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

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

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


GILES-JORDAN: Section 341(a) Meeting Scheduled for June 2
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Giles-Jordan,
Inc., will be held on June 2, 2014, at 1:30 p.m. at Houston, 515
Rusk Suite 3401.  Creditors of the Debtor have until Sept. 2,
2014, to submit their proofs of claim.

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

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

Giles-Jordan, Inc., filed a Chapter 11 bankruptcy petition in its
hometown in Galveston, Texas (Bankr. S.D. Tex. Case No. 14-80173)
on May 5, 2014.  The Debtor disclosed $12 million in total assets
and $4.81 million in liabilities, including $3.72 million of
secured debt.  Its lone asset is a 39.16-acre property at 230 East
Beach Drive, in Galveston, Texas.  Galveston Shores, LP, of
Carlsbad, California, is the holder of the secured debt.

The case is assigned to Judge Letitia Z. Paul.  The Debtor is
represented by Jeffrey Wells Oppel, Esq., at Oppel & Goldberg,
PLLC, in Houston, Texas.


GOLDEN LAND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Golden Land LLC
        136-40 39th Avenue, #202
        142-23 37th Avenue, #2E
        Flushing, NY 11354

Case No.: 14-42315

Chapter 11 Petition Date: May 8, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Xiangan Gong, Esq.
                  XIANGAN GONG
                  136-40 39th Avenue, #202
                  Flushing, NY 11354
                  Tel: 718-569-2980
                  Fax: 718-888-1179
                  Email: xaglaw@gmail.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


GREAT PLAINS: Aug. 11 Pre-Trial Conference on Bank's Motion
-----------------------------------------------------------
The Bankruptcy Court, according to Great Plains Exploration LLC's
case docket, will convene a final pre-trial conference on Aug. 11,
2014, at 11:00 a.m., to consider the motion for relief from stay
filed by creditor 1st Source Bank.

The Court also ordered that

   1. discovery is due by June 9;

   2. all preliminary motions including motions for summary
      judgment must be filed by June 23;

   3. the movants' portion of the pretrial statement will be
      finalized and served on all parties with a copy filed
      with the Court by June 23;

   4. the respondents' portion of the pretrial statement will
      be finalized and served on all parties with a copy filed
      with the Court on July 7;

   5. on July 21, the movants will file with the Court the
      completed and consolidated pretrial statement signed by all
      parties.

Failure by any party to timely comply with any terms of the order
will result in the imposition of sanctions on that party by, inter
alia, reprimand, fine, prohibition against said party from
offering testimony or dismissal.

On April 22, the Court:

   i) approved the settlement agreement dated March 17, 2014, as
amended April 17, 2014, among the Debtors, Richard M. Osborne, and
the Richard M. Osborne Trust, RBS Citizens, N.A. dba Charter One,
and Nathan Properties, LLC, Wilson Land Properties, LLC, Osair,
Inc., Black Bear Realty, LLC, Checkers of Ohio, Heisley Hopkins,
Inc., Leimco Development Co., Ltd., Route 306, LLC, Tyler
Boulevard, LLC, Retirement Management Company, Bedford Properties,
LTD., Liberty Self Stor II, Ltd., 8014 Bellflower Road LLC, Route
44, LLC, Oz Acquisition, LLC, 7621 Mentor Avenue, LLC, and John D.
Oil and Gas Marketing Company, LLC;

  ii) stayed the appointment of a Chapter 11 trustee indefinitely,
pending further order of Court or the operation of the settlement
agreements adversary proceeding No. 14-01024-TOA is dismissed and
the claims raise releases; and

iii) dismissed the adversary proceeding No. 14-01024-TPA, and the
claims raised are released, contingent on the Debtor fully
performing the settlement agreement.

Additionally, the Court also ordered that:

   -- unless a Chapter 11 trustee is appointed by June 8, the
Debtor must file a Fourth Amended Plan, Fourth Amended Disclosure
Statement and Fourth Amended Plan Summary; and

   -- unless a Chapter 11 Trustee is appointed by Oct. 30, 2014,
the Debtor must file a statement representing that an escrow has
been established sufficient to fund the minimum payment to
unsecured creditors as set forth in the settlement agreement.

As reported in the Troubled Company Reporter, the Bank on March
20, 2014, sought relief from automatic stay to sell certain
personal property collateral, claiming that the Debtor is not able
to provide adequate protection to the Bank.

The Bank and Debtor executed and entered on May 21, 2007, into a
loan and security agreement whereby the Bank agreed to extend
credit to the Debtor for purposes of the Debtor acquiring or
purchasing certain vehicles, equipment and machinery, which are
items constituting the collateral.  The Debtor agreed to grant a
security interest in the collateral as security for the extension
of credit.

The Debtor has defaulted in the monthly payments to the Bank. The
regular monthly payment due is $26,886.02.  As of March 9, 2014,
the payoff of the amount due and owing the Bank by the Debtor is
$596,384.74.  Interest continues to accrue on the principal amount
at the rate of $95.90 per day.

The Bank believes that the value of the collateral does not
provide adequate protection to the Bank considering the
depreciating value of the collateral, additional costs to the Bank
of continuing interest and late charges, and additional amounts
accruing related to attorneys' fees and court costs.  The
collateral is believed to be in the possession of Debtor.

On April 7, 2014, the Debtor filed a response to the Bank's
motion, asking the Court to deny the motion.  According to the
Debtor, the Bank attempts to impermissibly inflate its claim so as
to cause the appearance of a lack of security.  The Bank asserts
that the payoff for its loans to Debtor is now $596,384.74.  The
Debtor says in its April 7 court filing that in formulating this
calculation, the Bank includes such items as interest, late fees,
legal fees and non legal expenses totaling $214,800.95.  The
Debtor disputes the amount and the permissibility of these charges
under the Bankruptcy Code.

The Bank's new calculation also ignores that fact that the parties
agreed that the amount of the claim is $484,731.14 and cannot be
amended, the Debtor states.  The Court approved this agreement on
Nov. 6, 2013.

The Bank is represented by:

      Kurt L. Sundberg, Esq.
      MARSH SPAEDER BAUR SPAEDER & SCHAAF, LLP
      300 State Street, Suite 300
      Erie, PA 16507
      Tel: (814) 456-5301
      E-mail: ksundberg@marshspaeder.com

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS: Has Access to Cash Collateral Until Sept. 30
----------------------------------------------------------
The Bankruptcy Court, in a first amended final order, authorized
Oz Gas LTD; Great Plains Exploration LLC; John D Oil and Gas
Company's to use cash collateral until Sept. 30, 2014.

Pursuant to a settlement agreement, the Debtors and prepetition
secured lender -- RBS Citizens, N.A. doing business as Charter One
-- agreed to each Debtor's use of cash collateral on certain terms
and condition and pursuant to the budget.  The settlement
agreement contemplates and requires that the Debtor file the
motion and obtain entry of the instant order approving the terms
and conditions of the Debtor's use of cash collateral.

As reported in the Troubled Company Reporter on April 25, 2014,
Roberta A. DeAngelis, the U.S. Trustee for Region 3, objected to
the Debtors' motion especially to the inclusion of any provisions
in the amended final court order authorizing the use of cash
collateral which restrict the Chapter 11 trustee's independent
performance of his or her fiduciary duties, including those which
require the trustee to sell assets and those which limit the
trustee's exclusive control of the Debtors' businesses.

On March 19, 2014, the Debtors filed their motions to amend the
final cash collateral, saying that they have reached an agreement
with RBS Citizens Bank, "which not only facilitates the payment of
RBS, but also permits the Debtor the opportunity to continue its
business and work to effectuate a plan of reorganization."  The
Debtors said they can continue to provide adequate protection to
RBS for the use of cash collateral.

As reported in the TCR on April 21, 2014, RBS consented to the
proposed amended final order.

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS: Has Until June 8 to Submit Fourth Amended Plan
------------------------------------------------------------
The Bankruptcy Court, according to Great Plains Exploration LLC's
case docket, directed the Debtor to submit by June 8, 2014, a
Fourth Amended Chapter 11 Plan, Disclosure Statement, and updated
deadlines.

Great Plains filed the Third Amended Plan and Disclosure Statement
on Dec. 2, 2013.  A summary and outline of the Plan as well as
objections to the Plan were reported by the Troubled Company
Reporter on Feb. 3, 2014.  Pursuant to the Plan, Great Plains
intends to pursue a private sale of its assets after which it will
engage in new business ventures alone or in combination with other
entities related to Richard M. Osborne, its 100% owner.  Great
Plains expects to be substantially debt-free and out of
bankruptcy.

Under the Plan, holders of General Unsecured Claims against the
Debtor will receive 50% of the Allowed Amount, paid within 30 days
of the closing of the Private Sale.  Holders of Class 4 Claims
against the Debtor that are insiders or related-entities will not
receive any distribution on account of their Allowed Claim until
such time as other Class 4 creditors have been paid pursuant to
the terms of the plan.

Holders of Equity Interest owners will retain their interests in
the Debtor.

A copy of the Third Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/GREATPLAINSds3plan.pdf

Objections to the Plan were filed by The State of Ohio, Department
of Taxation, State of Ohio, Bureau of Workers' Compensation, State
of Ohio Environmental Protection Agency, and State of Ohio
Department of Job and Family Services; and 1st Source Bank.

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GSE ENVIRONMENTAL: Moody's Lowers PDR to 'D-Pd' Over Bankruptcy
---------------------------------------------------------------
Moody's Investors Service, lowered GSE Environmental's probability
of default rating to D-PD from Caa3-PD following the company's
bankruptcy filing on May 5, 2014. Moody's affirmed the Caa2
corporate family, Caa2 first lien term loan and revolver, and SGL-
4 ratings. Moody's plans to withdraw all GSE ratings by May 15th,
consistent with the policy for companies operating under
bankruptcy protection. Please refer to Moody's Withdrawal Policy
on moodys.com.

Downgrades:

Issuer: GSE Environmental, Inc.

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

Outlook Actions:

Issuer: GSE Environmental, Inc.

Outlook, Remains Negative

Affirmations:

Issuer: GSE Environmental, Inc.

Speculative Grade Liquidity Rating, Affirmed SGL-4

Corporate Family Rating, Affirmed Caa2

Senior Secured Bank Credit Facility May 27, 2016, Affirmed Caa2

Senior Secured Bank Credit Facility May 27, 2016, Affirmed Caa2

Ratings Rationale

The lowering of the probability of default rating to D-PD follows
the May 5th, 2014 bankruptcy filing by GSE Holdings, Inc, its GSE
Environmental subsidiary, and most domestic subsidiaries. The
company's non-US subsidiaries were not included in the filing and
continue to operate outside of bankruptcy. The company made this
filing in the context of an agreement to reorganize its capital
structure through eliminating debt. Per the filed plan, the first
lien lenders are to receive 100% of the GSE equity. The company
agreed to a $45 million debtor in possession facility to ensure
operations continue through the bankruptcy process.

GSE Environmental, Inc. (fka Gundle/SLT Environmental, Inc.)
("GSE"), based in Houston, TX, is a global manufacturer of
geosynthetic lining products used in environmental protection and
for the confinement of solids, liquids and gases in the waste
management, liquid containment and mining industries. GSE markets
its products and installation services through internal and third-
party distribution channels. Revenues for the last twelve months
ended December 31, 2013 were just under $420 million.


GTP ACQUISITION: Fitch Affirms BB- Rating on Class 2011-2F Notes
----------------------------------------------------------------
Fitch Ratings has affirmed GTP Acquisition Partners I, LLC Secured
Tower Revenue Notes, Global Tower Series 2011-2C, 2011-2F, 2013-
1C, and 2013-1F as follows:

-- $490,000,000 class 2011-2C at 'Asf'; Outlook Stable;
-- $155,000,000 class 2011-2F at 'BB-sf'; Outlook Stable;
-- $190,000,000 class 2013-1C at 'Asf'; Outlook Stable;
-- $55,000,000 class 2013-1F at 'BB-sf'; Outlook Stable;

Key Rating Drivers

The affirmations are due to the stable performance of the
collateral since issuance with no significant changes to the
collateral composition.  The Stable Outlooks reflect the limited
prospect for upgrades given the provision to issue additional
notes.

Rating Sensitivities

The classes are expected to remain stable based on continued cash
flow growth due to annual rent escalations and automatic renewal
clauses resulting in higher debt service coverage ratios since
issuance.  The ratings have been capped at 'A' due to the
specialized nature of the collateral and the potential for changes
in technology to affect long-term demand for wireless tower space.

All of the notes are backed by mortgages representing more than
93% of the annualized run rate net cash flow (NCF) and guaranteed
by the direct parent of the borrowers.  Those guarantees are
secured by a pledge and first-priority-perfected security interest
in 100% of the equity interest of the borrowers (which own or
lease 2,907 wireless communication sites) and of the direct
parent, respectively.

The non-rated 2011-1C class with a balance of $70 million has the
same rating and is pari passu with classes 2011-2C and 2013-1C.
Additionally, 2011-2F and 2013-1F have the same rating and are
pari passu in terms of losses with each other.

As part of its review, Fitch analyzed the collateral data and site
information provided by the master servicer, Midland Loan
Services.  As of the March 2014 remittance, aggregate annualized
run rate net cash flow increased 6.2% since issuance to $123
million.  The Fitch stressed DSCR increased from 1.26x at issuance
to 1.30x as a result of the increase in net cash flow.

The technology type concentration is stable.  As of March 2014,
total revenue contributed by telephony tenants was 96.1% which is
an increase from 90.6% at issuance.  Lease revenues from telephony
tenants have more stable income characteristics than other tenant
types due to the strong end-use customer demand for wireless
services.

American Tower Corporation, rated 'BBB' by Fitch, acquired 100% of
the outstanding common membership interests of MIP Tower Holdings
LLC, a private real estate investment trust, which is the parent
company of Global Tower Partners (GTP) and assumed the existing
GTP debt in October 2013.


GUISEPPE FILIPPINI: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Guiseppe Filippini, Inc.
           aka Giuseppe Filippini, Inc.
        811 Shelbourne Road
        Reading, PA 19606

Case No.: 14-13737

Chapter 11 Petition Date: May 8, 2014

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

Judge: Hon. Richard E. Fehling

Debtor's Counsel: John A. Digiamberardino, Esq.
                  CASE, DIGIAMBERARDINO & LUTZ, PC
                  845 North Park Road, Suite 101
                  Wyomissing, PA 19610
                  Tel: 610-372-9900
                  Fax: 610-372-5469
                  Email: jad@cdllawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Enrico Filippini, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/paeb14-13737.pdf


HOME SAVINGS: FDIC Trumps Jackson Walker In Row Over Legal Fees
---------------------------------------------------------------
Law360 reported that a Minnesota federal judge found that Jackson
Walker LLP must return to the Federal Insurance Deposit Corp. the
remaining amount on a retainer paid by a Minnesota-based bank that
collapsed after it tried to convert to a Texas state savings bank.

According to the report, U.S. District Judge Ann D. Montgomery
rejected the law firm's contention that it had a security interest
in a $100,000 retainer fee that it held in a trust for Home
Savings of America before it was taken over by the FDIC.

The case is Jackson Walker L.L.P. v. Federal Deposit Insurance
Corp., Case No. 0:12-cv-02839 (D. Minn.).


HOYT TRANSPORTATION: NY School Bus Operator Back in Business
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hoyt Transportation Corp., a New York City school-bus
operator, got itself back in business by buying 208 routes from
similarly bankrupt Atlantic Express Transportation Corp., which
had been the fourth-largest school-bus operator in the U.S.

According to the report, the purchase last year got Hoyt back in
operation. It went out of business in June when the contract with
the city school system expired. Bankruptcy ensued the next month.

Hoyt and other school bus operators with union contracts were
unable to make competitive bids when the city changed its policy
and in substance no longer required adherence with union
contracts, the report related.

Hoyt, like some other operators, negotiated a new contract with
the union to enable buying the Atlantic Express routes and
competitive pricing, the report further related.  Hoyt has filed
papers for court approval of the new collective bargaining
agreement.

The new contract virtually eliminates a $2.2 million back-pay
claim because the union is dropping a freeze it placed on
receivables from the city school, the report said.  That makes
about $2.1 million available to cover back pay.

                   About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


INDU CRAFT: Untimely Appeal to Circuit Court Isn't Jurisdictional
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an untimely bankruptcy appeal from a U.S. district
court to a circuit court isn't jurisdictional, according to an
April 10 opinion by the U.S. Court of Appeals in New York.

If the opposing party doesn't raise the issue of untimeliness, the
objection is waived and the circuit court can hear the appeal,
Judge Debra Ann Livingston wrote for a three-judge panel of the
U.S. Court of Appeals for the Second Circuit, according to the
report.

In legal parlance, a jurisdictional issue is one that goes to the
ability of a court to hear a matter, the report related.  If
there's no jurisdiction, a federal court can't entertain a
dispute.

With appeals, some procedural mistakes can be deemed
jurisdictional, barring the appellate court from taking a case
even it wants to, the report further related.  Judge Livingston's
panel was called on to decide whether the timing mistake was
jurisdictional.

The case came to the circuit court after an unsuccessful appeal
from a ruling in bankruptcy court, the report added.  The losing
party filed a motion for rehearing in district court beyond the 14
days allowed by Rule 8015 of the Federal Rules of Bankruptcy
Procedure.

The case is Tze Wung Consultants Ltd. v. Bank of Baroda (In re
Indu Craft Inc.), 12-3901 U.S. Court of Appeals for the Second
Circuit (Manhattan).


IOWA FINANCE: Fitch Affirms 'BB-' Rating on Revenue Bonds
---------------------------------------------------------
Fitch Ratings has affirmed at 'BB-' the rating on the $1.185
billion of Midwestern Disaster Area Revenue Bonds issued by the
Iowa Finance

Key Rating Drivers

Nitrogen Market Price Exposure: IFCo will sell its products to
farmers, distributers, and blenders at market prices.  The
project's products have historically exhibited considerable price
volatility as evidenced by the average five - and 10-year one
standard deviation ranges of 25% - 30% and 35%, respectively.
However, Fitch believes that IFCo will benefit from favorable
pricing in the medium-term, but recognizes a shift in the supply-
demand balance could negatively impact prices.  Fitch forecasts
that a 10% change in nitrogen product prices will result in a
0.40x - 0.50x change in DSCRs.

Natural Gas Price Risk: The project will procure its natural gas
feedstock via an existing pipeline at prices linked to Henry Hub.
IFCo has entered into natural gas call swaptions for the first
seven years of the project with a strike price of $6.00 and $6.50
per mmBtu to moderate gas price risk.  In addition, the project
will fund from operations, over seven years, an annual $25.8
million reserve requirement to provide liquidity and help mitigate
price risk during the non-hedging period.

Manageable Operating Risks: IFCo will utilize commercially proven
technologies with relatively low maintenance risk.  The
independent engineer (IE) opined that the non-feedstock O&M and
major maintenance costs were reasonable and forecasted technical
operating performance was achievable.  Further, Fitch believes
that the project's oversized and flexible production capacity
helps mitigate operating performance risk.

Strong Completion Arrangement: The fixed-price, turn-key, date-
certain, fully-wrapped engineering, procurement, and construction
(EPC) agreement with an experienced contractor that has delivered
similar projects on-schedule and on-budget substantially mitigates
construction risk.

Speculative-Grade Forecasted Financial Profile: The Fitch rating
case forecasts average and minimum DSCRs of 1.19x and 1.08x,
respectively.  Fitch believes that the project exhibits an ability
to endure a combination of financial and performance stresses, but
views the exposure to margin risk as a rating constraint.  While
natural gas price exposure has been moderated, the nitrogen
fertilizer price remains subject to the U.S. trade balance, cost
of production, and changes in supply and demand.

Rating Sensitivities

Material increases in costs or delays during construction in
excess of remaining contingency funding, or failure to reach and
sustain projected capacity and utilization rates.

A fundamental shift in the supply-demand balance that results in a
materially different nitrogen market pricing environment than
forecasted.

Higher than expected natural gas market prices or an inability to
effectively manage operating costs.

Security

First priority security interest in all tangible and intangible
assets of the project and a pledge by Iowa Holding LLC of its
membership interests in IFCo.

Credit Update

The rating affirmation is based upon the project's construction
progress and the expectation that operational cash flow will be
sufficient to repay outstanding debt obligations.  After a harsh
winter, the project is slightly off schedule, but is expected to
meet the Aug. 15, 2015 mechanical completion date and the Nov. 15,
2015 provisional acceptance date.  Overall costs remain in line
with the budget and have been funded in line with the draw
schedule.

The engineering and procurement phases are on schedule, while the
construction phase is slightly behind its timeline.  The
construction delay was due to harsh winter weather, in December
and January, delaying the pouring of concrete for the Outside
Battery Limit (OSBL).  This caused the construction phase to be
delayed by several weeks.  However, the IE visited the site at the
end of April 2014 and stated that the contractor has made good
progress towards making up the days.  Overall EPC work is now 38%
complete, and the IE expects the EPC contractor to catch up to the
construction timeline and complete the project by the August 2015
deadline.

Change orders have been manageable and are expected to be about
$42 million, leaving about $63 million available in the
contingency fund.  The change orders were related to a layout
shift to avoid disturbing a historical site, and additional
pilings for the ISBL and OSBL areas.  The IE has stated that the
remaining contingency reserve will be sufficient to complete the
project.  IFCo has stated the importance of the project to the
parent company and that it would use internal funds to complete
the project in the event the contingency reserve was depleted.

Fitch considers the credit quality of the EPC contractor to be
below that of the project, but does not view this as a rating
constraint.  Fitch believes that the structural features of the
EPC contract and financing agreements, use of conventional
technology, availability of substitute contractors, favorable IE
opinion regarding construction costs, and potential for
supplemental sponsor support, albeit uncommitted, help mitigate
counterparty risk.

Once completed, IFCo will have up to 2.2 million short tons of
flexible capacity to produce ammonia, urea, urea-ammonium nitrate
(UAN), and diesel exhaust fluid (DEF).  IFCo will sell its
products at market prices that have historically exhibited
considerable price volatility.  As a result, Fitch continues to
monitor current pricing to determine if revenue risk is properly
contemplated.  As of April 2014, pricing on ammonia, UAN, and DEF
remain well within the range of prices utilized in Fitch's rating
case analysis.


IRI SABINO: Golf Course Name, Assets to Be Sold May 28
------------------------------------------------------
Real and personal property of IRI Sabino Springs Golf Course LLC
-- c/o The IRI Golf Group, L.L.C., headquartered at 11512 El
Camino Real, Suite 120 San Diego, California 92130 -- will be sold
at public auction on the steps outside the East entrance to the
Courts Building, 110 West Congress, Tucson, Arizona, 85701, at 10
a.m., on May 28, 2014.

Secured party Romspen Club Holdings, Inc., is seeking the sale of
the property.  It may be reached at:

     Romspen Club Holdings, Inc.
     162 Cumberland Street, Suite 300
     Toronto, Ontario, M5R 3N5

Romspen is represented by:

     Michael R. Scheurich, Esq.
     DICKINSON WRIGHT/MARISCAL WEEKS
     2901 North Central Avenue, Ste. 200
     Phoenix, AZ 85012
     Tel: (602) 285-5011

The assets serve as collateral to debt owed to Romspen.  The
collateral does not include any items of equipment or personal
property which are leased by the Debtor from third parties.

The assets for sale include the right to use the name "Arizona
National Golf Club".


ITSA HARDWARE: Foreclosure Auction Set for June 4
-------------------------------------------------
The real property of ITSA Hardware Land, LLC, will sold at a
public auction to the highest bidder at 1:00 p.m., June 4, 2014,
at the front steps of the Gila County Superior Court, 1400 East
Ash Street, Globe, Arizona 85501.

Proceeds of the sale will be paid to National Consumer Cooperative
Bank, d/b/a NCB, as Trustee, for the benefit of NCB, FSB, a
federal savings bank, as Beneficiary, to pay down debt in the
original principal balance of $1,012,500.

The property consists of "All that certain piece or parcel of land
situate and being a part of Lots 16 and 17 and all of Lots 18, 19,
20 and 21, Block 2, and a portion of Block 5, Skyline Drive."  The
asset is located at 1930 East Ash Street, Globe, Arizona 85501.

The Trustee may be reached at:

     Anthony M. Grafitti
     BERRY RIDDELL & ROSENSTEEL LLC
     6750 East Camelback Road, Suite 100
     Scottsdale, AZ 85251


JBJAZ LLC: Villages At Queen Creek Lot to Be Sold May 28
--------------------------------------------------------
Property of JBJAZ, L.L.C. will be sold at public auction to the
highest bidder, at the law offices of Quarles & Brady LLP in
Phoenix, Arizona, on May 28, 2014 at 10:00 a.m.

The assets consist of "Parcel No. 1 (Tract C) A Portion Of The
Northwest Quarter Of Parcel 3, at The Villages At Queen Creek" as
well as related improvements and fixtures.  The assets to be sold
are located at 22721 S. Ellsworth Road Queen Creek, AZ 85242, and
serve as collateral to debt under a promissory note in the
original principal balance of $1,900,000.  A modified Deed of
Trust has indicated, however, that debt under the Note is
$2,050,000.  The amount is owed to:

     Wells Fargo Bank, National Association
     c/o Hudson Americas, LLC
     Its Attorney-in-Fact
     2711 North Haskell Ave., Suite 1800
     Dallas, TX 75204

The sale will be made for cash or other form satisfactory to
Quarles, which serves as Trustee.

The current Trustee is:

     Jason D. Curry, Esq.
     QUARLES & BRADY LLP
     Renaissance One
     Two North Central Avenue
     Phoenix, AZ 85004-2391
     Telephone: 602-229-5200
     E-mail: elizabeth.hibbs@quarles.com


JENKINS BROS: Liberty Mutual Can't Duck Asbestos Claims
-------------------------------------------------------
Law360 reported that a New York appeals court affirmed a ruling
refusing Liberty Mutual Insurance Co.'s attempt to dismiss
asbestos injury suits against a now-dissolved New Jersey valve
manufacturer, ruling that corporations that have been dissolved
can still be sued under New Jersey law.

According to the report, the panel of judges in New York's First
Department ruled that the trial court properly ruled that Liberty
Mutual could be the target of the plaintiffs' suits because
plaintiffs were unable to locate representatives of Jenkins Bros.,
which was dissolved in 2004.


KAWISH LLC: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kawish LLC
        1605 73rd Avenue NE
        Medina, WA 98039

Case No.: 14-13594

Chapter 11 Petition Date: May 8, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Marc Barreca

Debtor's Counsel: Paul E Brain, Esq.
                  BRAIN LAW FIRM PLLC
                  1119 Pacific Ave Ste 1200
                  Tacoma, WA 98402
                  Tel: 253-327-1019
                  Email: pbrain@paulbrainlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Timothy L. Blixseth, manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/wawb14-13594.pdf


KRATOS DEFENSE: Moody's Assigns B3 CFR & Rates $625MM Notes B3
--------------------------------------------------------------
Moody's Investors Service has affirmed ratings, including the B3
Corporate Family Rating, of Kratos Defense & Security Solutions,
Inc.  Concurrently, a B3 rating has been assigned to the company's
planned $625 million secured notes due 2019. Proceeds of the new
notes will fund the mandatory redemption of the existing $625
million secured notes due 2017. A new asset-based revolving credit
facility ("ABL," unrated) is being arranged along with the debt
raise. The continued stable rating outlook anticipates performance
improvements in H2-2014, better interest coverage and covenant
headroom that will accompany the notes and ABL.

Ratings:

Corporate Family, affirmed at B3

Probability of Default, affirmed at B3-PD

$625 million senior secured notes assigned at B3, LGD 4, 54%

$400 million senior secured notes affirmed at B3, LGD 4, 54% (to
be withdrawn at transaction close)

$225 million senior secured notes affirmed at B3, LGD 4, 54% (to
be withdrawn at transaction close)

Speculative Grade Liquidity, affirmed at SGL-3

Rating Outlook:

Continued at Stable

The rating outlook remains stable despite high financial leverage
metrics for the rating since Moody's expect that leverage will
decline to a more fitting level by year-end. The transaction
should also reduce the annual interest burden, potentially by up
to $15 million, contributing to stronger net profit and
operational cash flow generation. But the transaction would raise
the company's already high financial leverage metrics. At Q1-2014
Kratos' debt/EBITDA, excluding unamortized debt premium and on a
Moody's adjusted basis, was 8.1x; the metric will rise to roughly
8.4x owing to the associated note redemption premium, which will
necessitate $35 million of ABL borrowing at transaction close.
Additionally, the company's earnings have suffered of late in part
due to company-sponsored R&D spending on some unmanned aerial
systems and several weapon system opportunities. A planned
reduction of company-funded R&D spending in H2-2014, operational
cost reductions recently undertaken, scheduled deliveries and
seasonal working capital decline should permit repayment of most
or all revolver borrowing by year-end. Debt/EBITDA at that point
could descend by up to a full turn.

The transaction also better ensures continued liquidity profile
adequacy, which helps sustain the Speculative Grade Liquidity
rating at SGL-3. Although headroom under the revolving credit
facility's minimum fixed charge coverage maintenance test was
minimal at Q1-2014, the planned ABL will have a slightly lower
test threshold, important since some drawing will occur under the
ABL to fund the transaction. (At Q1-2014 Kratos' borrowing based
revolver availability, before letters of credit utilization, is
$75 million compared to a $110 million commitment.)

Affirmation of the B3 Corporate Family Rating considers
debt/EBITDA below 7.5x by year-end and closer to 7x by mid 2015.
The rating benefits from good defense product portfolio
positioning, across satellite communications, unmanned aerial, and
electronic warfare categories, as well as, continued growth within
the company's commercially-focused Public Safety and Security
Solutions segment. Historically low but positive free cash flow
generation and potential that the transaction will ensure
continued free cash flow also supports the rating. Steady backlog
of late as well positively contributes to the rating.

A rating downgrade would likely follow expectation of debt to
EBITDA continued above 7.5x by early 2015, lack of free cash flow
or weak liquidity. A positive outlook or higher rating is unlikely
at this time but would require an expectation of debt to EBITDA
sustained in the mid 5x range with EBIT to interest approaching
1.5x.

Kratos Defense & Solutions, Inc., headquartered in San Diego, CA,
operates in two sectors: Government Solutions (78% of 2013
revenues) and Public Safety and Security (22%). Revenue for the
twelve months ending March 31, 2014 was $898 million.


LEGACY RESERVES: S&P Raises CCR to 'B+' on Acquisition
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Midland, Texas-based oil and gas exploration and
production company Legacy Reserves L.P. to 'B+' from 'B'.  The
outlook is stable.

S&P also raised the rating on the company's unsecured notes to 'B'
from 'B-'.  The recovery rating on this debt is '5', reflecting
S&P's expectation for modest (10% to 30%) recovery in the event of
a payment default.

The company is acquiring a non-operated working interest from WPX
Energy Inc. in the Piceance Basin for $355 million along with
newly created incentive distribution units.  In conjunction with
this acquisition, Legacy will tack on $250 million to its existing
$250 million 6.625% unsecured notes due 2021.  This brings the
total issue amount on these notes to $500 million.

The outlook is stable because Standard & Poor's does not expect to
raise or lower the rating on Legacy during the next 12 months.
S&P expects the company will fund its acquisitions prudently such
that debt generally does not exceed 50% of the acquisition cost.
S&P also expects the company will hedge a majority of its future
production for a multiyear period.  If this occurs, S&P expects
run rate debt to EBITDA of 3.5x to 4x, which it considers to be
appropriate for the current rating.

S&P could lower the rating if it believes that run rate debt to
EBITDA leverage will breach 4.25x.  This scenario could occur if
Legacy funds its acquisitions such that debt represents more than
50% of the acquisition cost and if production fails to meet S&P's
expectations.

S&P considers an upgrade unlikely based on its assessment of the
business risk profile, including the company's modest internal
growth prospects.


LIVE CELL ASSAYS: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Live Cell Assays, LLC
        2326 New Lake Pl
        Martinez, CA 94553

Case No.: 14-42044

Chapter 11 Petition Date: May 9, 2014

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

Judge: Hon. William J. Lafferty

Debtor's Counsel: R. Kenneth Bauer, Esq.
                  LAW OFFICES OF R. KENNETH BAUER
                  500 Ygnacio Valley Rd. #328
                  Walnut Creek, CA 94596
                  Tel: (925) 945-7945
                  Email: rkbauerlaw@gmail.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Daniel E. Callahan, president/manager.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb14-42044.pdf


LUNDY'S MANAGEMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Lundy's Management Corp.
        540 Atlantic Avenue, Fifth floor
        Brooklyn, NY 11217

Case No.: 14-42318

Chapter 11 Petition Date: May 8, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Ralph E Preite, Esq.
                  SICHENZIA ROSS FRIEDMAN FERENCE LLP
                  61 Broadway, 32nd floor
                  New York, NY 10006
                  Tel: (646) 885-6531
                  Fax: (212) 930-9725
                  Email: rpreite@srff.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steve Pappas, president.

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


LYONDELL CHEMICAL: Lender Can't Sue Over Loan Syndicate Exclusion
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Highland Capital Management LP, a Dallas-based hedge
fund, can't sue UBS Securities LLC for being excluded from a $1
billion syndicated loan in the Lyondell Chemical Co. bankruptcy,
according to a federal district judge in New York.

According to the report, Highland had been one of the lenders to
chemical producer Lyondell, with $200 million in claims across its
capital structure.

Lyondell exited Chapter 11 reorganization in April 2010 with help
from the syndicated loan, the report related.  A month earlier,
after receiving confidential materials about participating in the
syndicate, Highland sent UBS Securities, the lead arranger, a
commitment to provide $150 million of the exit loan.

When the syndicate members were announced at the end of March
2010, Highland wasn't included, the report further related.  By
July 2010, it had started lawsuits against Lyondell and UBS in
state court.

After a state court suit against Lyondell was moved to bankruptcy
court and dismissed, Highland sued Stamford, Connecticut-based UBS
Securities, a unit of UBS AG, in bankruptcy court in April 2011,
alleging unlawful interference with contract and prospective
economic relations, the report said.

U.S. Bankruptcy Judge Robert Gerber dismissed the suit two years
later, and that ruling was upheld by U.S. District Judge Analisa
Torres in Manhattan, who noted in her Jan. 31 opinion that
Highland had sued UBS several times before, the report added.

The appeal is Highland Capital Management LP v. UBS Securities LLC
(In re Lyondell Chemical Co), 13-cv-03654, U.S. District Court,
Southern District of New York (Manhattan).

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MARTIFER SOLAR: Plans to Auction Business by Mid-June
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Martifer Aurora Solar LLC, a builder of solar power
projects, filed a Chapter 11 petition in January in Las Vegas and
intends to emerge from reorganization by mid-July by selling the
business.  According to the report, the Los Angeles-based company
said it hopes to have a so-called stalking-horse bidder signed to
a contract in time for an auction in mid-June.

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MARTIN BELZ: Peabody Hotel Chairman Confirms Chapter 11 Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Martin S. Belz, president and chairman of Peabody
Hotel Group, is on the cusp of emerging from his individual
Chapter 11 reorganization after the bankruptcy judge at a hearing
said he will sign a confirmation order approving the plan.

According to the report, Belz entered bankruptcy in late December
in his Memphis, Tennessee, hometown because a creditor attached
securities accounts. The plan he proposed was almost unanimously
accepted by creditors whose claims he said totaled $84.7 million,
the report related.

Belz, a hotelier and real-estate developer, listed assets worth
$58.9 million in disclosure material explaining the plan, the
report further related.

Guarantees that are only contingent will remain in place, because
there hasn't been a default to bring on his individual liability,
the report added. Creditors with guarantees already in default
will receive 40 percent of their claims in cash.

The case is In re Martin S. Belz, 13-bk-33888, U.S. Bankruptcy
Court, Western District of Tennessee (Memphis).


MEOJ LLC: RepublicBankAz to Conduct Foreclosure Sale May 28
-----------------------------------------------------------
Real and personal property of MEOJ, LLC, will be sold at public
auction to the highest bidder at the offices of Kutak Rock LLP in
Scottsdale, Arizona, on May 28, 2014, at 11:00 am.

The assets are located at 20505 South Old Adobe Lane (also known
as 20505 South Old U.S. Highway 80), Arlington, Arizona 85322, and
serve as collateral to debt owed in the original principal balance
of $579,375 to:

     RepublicBankAz, N.A.
     909 E. Missouri Ave.
     Phoenix, AZ 85014

MEOJ, LLC, is located at 25550 West U.S. Highway 85, Buckeye,
Arizona 85326

The current trustee may be reached at:

     Allison H. Swenson, Esq.
     KUTAK ROCK LLP
     8601 N. Scottsdale Road, Suite 300
     Scottsdale, AZ 85253
     Tel: 480-429-5000


MF GLOBAL: J.C. Flowers Defeats Sapere's Lawsuit
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that J.C. Flowers & Co. was the primary beneficiary of an
opinion by U.S. District Judge Victor Marrero winnowing away part
of a lawsuit against Jon Corzine and other former officers and
directors of MF Global Inc., the commodity brokerage liquidated in
bankruptcy after mishandling $1.6 billion in customer funds.

On April 16, Judge Marrero dismissed every claim that Sapere
Wealth Management LLC attempted to bring against Flowers, a New
York-based private-equity investor. Marrero, in Manhattan federal
court, said that Matthews, North Carolina-based Sapere stated no
facts to show that Flowers could be either directly or vicariously
liable for Corzine's misdeeds.

Judge Marrero did give Flower three weeks to file an amended
complaint to fill the gaps pointed out in the judge's 35-page
decision pinpointing insufficiencies in Sapere's complaint, the
report related.

Judge Marrero was designated to handle multiple civil suits
against MF Global executives like Corzine, a former U.S. senator
and New Jersey governor and onetime co-chairman of Goldman Sachs
Group Inc., the report further related.  In four previous lengthy
opinions since November, Judge Marrero allowed the larger part of
lawsuits to proceed on behalf of MF Global customers.  Sapere was
one customer that filed its own suit.

Sapere contended that Flowers, an investor in MF Global, should be
liable because it negligently selected or controlled Corzine by
persuading him to lead the commodity broker, the report added.

The lawsuit is In re MF Global Holdings Ltd. Securities
Litigation, 11-cv-07866, U.S. District Court, Southern District of
New York (Manhattan).

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MICHIGAN PRODUCE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michigan Produce Haulers, Inc.
        1340 Locust Street
        Fremont, MI 49412

Case No.: 14-03188

Chapter 11 Petition Date: May 5, 2014

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. James D. Gregg

Debtor's Counsel: Cody H. Knight, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  Email: courtmail@raymanstone.com

                    - and -

                  Steven L. Rayman, Esq.
                  RAYMAN & KNIGHT
                  141 E Michigan Avenue, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  Email: courtmail@raymanstone.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Karla S. Gilliland, treasurer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb14-03188.pdf


MO'TREES LLC: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MO'TREES, LLC
        380 Lurton Street
        Pensacola, FL 32505

Case No.: 14-30496

Chapter 11 Petition Date: May 6, 2014

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Judge: Hon. William S. Shulman

Debtor's Counsel: Cameron A. Metcalf, Esq.
                  ESPY, METCALF & POSTON, P.C.
                  P. O. Drawer 6504
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  Fax: (334) 712-1617
                  Email: cam@emppc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by James C. Moulton, managing member.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb14-30496.pdf


MOMENTIVE PERFORMANCE: DIP Lenders Agree to Lower LIBOR Rate
------------------------------------------------------------
Momentive Performance Materials Inc., on May 5, 2014, entered into
the First Amendment, among the Company, Momentive Performance
Materials Holdings Inc., Momentive Performance Materials USA Inc.,
the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent for the lenders under the Senior Secured
Debtor-in-Possession Term Loan Credit Agreement, dated as of
April 15, 2014. The Amendment became effective on May 5 and
modifies the DIP Term Loan Facility by, among other things, (a)
decreasing the LIBOR floor to 0.75%, (b) decreasing the applicable
margin for the adjusted LIBOR rate to 3.25% and (c) decreasing the
applicable margin for the alternate base rate to 2.25%.

A copy of the First Amendment, dated as of May 5, 2014, among
Momentive Performance Materials Holdings Inc., Momentive
Performance Materials Inc., Momentive Performance Materials USA
Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent for the lenders, under the Senior Secured
Debtor-in-Possession Term Loan Credit Agreement, dated as of
April 15, 2014, is available at http://is.gd/FdRQlzfrom
Leagle.com.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of MPM Silicones LLC
and affiliated debtors.


MONTE DEI PASCHI: Seeks to Raise EUR5 Billion Cash Call
-------------------------------------------------------
Giovanni Legorano, writing for Daily Bankruptcy Review, reported
that the board of troubled Italian lender Banca Monte dei Paschi
di Siena SpA decided to raise the amount of a coming share sale to
EUR5 billion ($6.91 billion), from EUR3 billion previously
planned.

The bank said in a statement it has called a shareholders' meeting
to approve the new amount of the capital increase on May 20.

The Wall Street Journal reported on April 15 that Milan's FTSE Mib
index closes 2.33% lower at 20817, among the worst of its peers.
The biggest loser is Banca Monte dei Paschi di Siena which ends
10.4% lower after it emerged its management may seek to raise EUR5
billion in an upcoming cash call instead of EUR3 billion as
previously planned, the Journal said.


MT. GOX: Founder Won't Appear in U.S. for Questioning
-----------------------------------------------------
Devika Krishna Kumar, writing for Reuters, reported that Mark
Karpeles, the founder of Mt. Gox, said he would not come to the
United States to answer questions about the Japanese bitcoin
exchange's U.S. bankruptcy case, Mt. Gox lawyers told a federal
judge.

According to the report, in the court filing, Mt. Gox lawyers
cited a subpoena from the U.S. Department of Treasury's Financial
Crimes Enforcement Network, which has closely monitored virtual
currencies like bitcoin.

"Mr. Karpeles is now in the process of obtaining counsel to
represent him with respect to the FinCEN Subpoena. Until such time
as counsel is retained and has an opportunity to 'get up to speed'
and advise Mr. Karpeles, he is not willing to travel to the U.S.",
the filing said, the report related.

The subpoena requires Karpeles to appear and provide testimony in
Washington, D.C., the report further related.

The court papers also said a Japanese court had been informed of
the issue and that a hearing was scheduled in Japan, the report
added.

                            About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


MT. GOX: Liquidation "Bad Sign" for US Investors, Experts Say
-------------------------------------------------------------
Law360 reported that now that a Japanese court has eliminated any
chance of saving bitcoin operator Mt. Gox, experts say U.S.
customers shouldn't get their hopes up for a substantial recovery
or any concrete answers about its downfall from its chief
executive.

According to the report, the Tokyo District Court has decided that
Mt. Gox will be liquidated, but because much of the bitcoin
currency that went missing earlier this year is still unaccounted
for, and with the company's CEO seemingly unlikely to appear in
the U.S. for questioning, bankruptcy and bitcoin experts say it's
going to be an ordeal for U.S. customers who lost money when the
company went under.

"Unfortunately many customers are outside of Japan, so it's very
difficult with distance [and] language barriers to do that," Bruce
Fenton of the Bitcoin Association, a nonprofit group aiming to
educate the public on bitcoins, told Law360.


MUNDY RANCH: May 13 Hearing on Adequacy of Plan Outline
-------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on May 13, 2014,
at 9:00 a.m., to consider the adequacy of information in the
Disclosure Statement explaining Mundy Ranch, Inc.'s Second Amended
Plan of Reorganization dated on May 2, 2014.  Objections, if any,
were due May 9.

According to the Disclosure Statement, the Plan proposed this
treatment of claims:

   1. Allowed Class 1 claims (administrative expenses) will be
      paid in full on or before the Effective Date.

   2. Allowed Class 2 claims (priority) will be treated as:

      -- the claims of Internal Revenue Service will be paid in
         full over a period ending not later than five years after
         the date of the order for relief at four percent
         interest, if not paid earlier from the sale of the real
         property;

      -- the claims of New Mexico Taxation and revenue Department,
         if any, will be paid in full over a period ending not
         later than five years after the date of the order for
         relief at 4%, if not paid earlier from the sale of real
         property;

      -- claims of Rio Arriba County Treasurer, if any, will paid
         in full over a period ending not later than five years
         after the date of the order for relief at 4%, if not
         paid earlier from the sale of real property; and

      -- the priority claims of PBGC will be resolved by the
         Debtor voluntarily terminating the pension.

   3. Allowed Class 3 (secured) claims will be treated as:

      -- Class 3A. The secured claim of Rabo AgriFinance was paid
         on Aug. 27, 2013, and Dec. 4, 2013 from the sale of the
         Debtor's real property.

      -- Class 3B. The secured claim of Valley National Bank was
         paid in full with payments occurring on Aug. 27, 2013,
         and Dec. 3, 2013.

   4. The Debtor does not believe there are any holders of allowed
      Class 4 claims (unknown secured claims).

   5. The Allowed Class 5 unsecured claims of the PBGC will be
      resolved by the Debtor voluntarily terminating the pension.

   6. Class 6 the allowed unsecured claim of VNB, if any, will be
      paid following the conclusion of the foreclosure action on
      the Aldrich Building, the property that secures the
      obligation to VNB.

   7. Allowed Class 7 claim holders will be paid with interest in
      full from the currently sequestered proceeds of the sale of
      the real property, or in a lesser amount agreed to between
      the Debtor and the claim holder, no later than 30 days after
      the Effective Date or within such other term as is agreed
      upon the Debtor and the holder of the claim.

Upon the effective Date, the Debtor will, if feasible, recover any
property in the hands of third parties.  The Debtor will attempt
to collect its receivable.  Plan payments will be made from the
proceeds of the sale of the Debtor's property that are currently
sequestered in the Debtor's counsel's trust account.  If
necessary, additional real estate will be sold.  As indicated on
the Debtor's Monthly Operating Report, as of March 31, 2014, the
Debtor had $691,982 in funds available.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/MUNDYRANCH_2ds.pdf

As reported in the Troubled Company Reporter on May 2, 2014,
certain creditors of the Debtor filed objections to the approval
of the Debtor's Disclosure Statement.  They include Valley
National Bank; Fr. Robert Mundy; and Comeau, Maldegen, Templeman &
Indall.

In 2004, the Debtor guaranteed a debt obtained by Aldrich Building
LLC from Valley Bank.  As security, Aldrich executed a mortgage to
Valley Bank consisting of a real property known as the Aldrich
Building.

Valley Bank objects to the Disclosure Statement because the Debtor
does not provide an estimate or a basis for an estimation of the
value of the Building property.  Without that information, it is
unclear how the Debtor concludes that a sale of the Building
property would satisfy the Guaranty obligation or that there will
be no deficiency after sale.

Valley Bank also complains that the Disclosure Statement fails to
disclose that the Debtor must pay the Guaranty claim in full if
equity interest holders are to retain their interests in the
Debtor.

Fr. Robert Mundy, a shareholder, for his part, is concerned that
no date has been provided in the Disclosure Statement by which his
shareholder interest will be satisfied.  Without such date, he
said he cannot intelligently vote on the Plan.

The Plan provides that no distribution will be made to any
shareholder prior to the time that all Class 5 PBGC Claim and
Class 7 General Unsecured Claims are paid in full.

The CMTI Firm is a general unsecured creditor, having provided a
variety of legal services to the Debtor.  The Firm seeks unpaid
prepetition fees from the Debtor.  The Firm complains that the
Disclosure Statement does not make adequate information about the
Firm.

Valley National Bank is represented by:

          WALKER & ASSOCIATES, P.C.
          Thomas D. Walker, Esq.
          Ryan J. Kluthe, Esq.
          500 Marquette NW, Suite 650
          Albuquerque, NM 87102
          Email: twalker@walkerlawpc.com

Fr. Robert Mundy is represented by:

          MOORE, BERKSON & GANDARILLA, P.C.
          Daniel J. Behles, Esq.
          3800 Osuna Road, NE, Ste. 2
          Albuquerque, NM 87109
          Tel No: (505) 242-1218
          Email: dan@behles.com

The CMTI Firm is represented by:

          COMEAU, MALDEGEN, TEMPLEMAN & INDALL, LLP
          Paula A. Cook, Esq.
          Larry D. Maldegen, Esq.
          P.O Box 669
          Santa Fe, NM 87504-0669
          Tel No: (505) 982-4611
          Email: pcook@cmtisantafe.com
                 lmaldegen@cmtisantafe.com

                        About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


NAMCO FINANCIAL: Insurers Can Rescind $20MM From Fraudster's Firm
-----------------------------------------------------------------
Law360 reported that a California federal judge let four insurers
rescind $20 million of commercial crime policies issued to Namco
Financial Exchange Corp., a bankrupt real estate firm whose
founder was convicted of fraud, finding that Namco had lied on its
insurance applications.

According to the report, U.S. District Judge Dolly M. Gee granted
summary judgment to the insurers -- Liberty Mutual Insurance Co.,
Zurich American Insurance Co., Axis Insurance Co. and Twin City
Fire Insurance Co. -- in the coverage suit brought by Namco's
bankruptcy trustee, entitling them to rescind the policies.

"Here, it is uncontroverted that the insurance application
included a question to which [Namco] provided a false answer," the
judge wrote in the order, the report related.  "The court cannot
draw any other reasonable inference from the facts in the record."

Heidi Kurtz, Namco's bankruptcy trustee, sued the insurers in 2011
to force them to cover some of the $43 million that the company's
top executives had misappropriated from clients in 1,031
exchanges, the report further related.  Also known as "like-kind"
exchanges, the real estate transactions were supposed to let the
clients avoid taxes by allowing Namco to hold onto the proceeds
from property sales before they were reinvested.

Namco's founder and president, Los Angeles real estate tycoon Ezri
Namvar, was sentenced to seven years in prison in October 2011
after being convicted on wire fraud charges for stealing $21
million from four clients, the report added. However, his co-
defendant and right-hand man at Namco, Hamid Tabatabai, had his
conviction on related charges overturned by the Ninth Circuit last
year.

The case is Kurtz v. Liberty Mutual Insurance Co. et al., case
number 2:11-cv-07010, in the U.S. District Court for the Central
District of California.


NORTEL NETWORKS: Canadian Debtors Directed to Produce Documents
---------------------------------------------------------------
The U.S. Bankruptcy Court has directed Nortel Networks Inc.'s
Canadian affiliates to produce to all core parties certain
disputed document, the 12 related documents clawed back on Nov. 7,
2013, and provided to the Court on April 17, 2014, and the Orlando
Testimony.

The order was pursuant to Section 15 of the cross border
insolvency protocol, on the Joint Administrators' motion for
production of documents in the Canadian proceedings.

The production to all core parties of the disputed document, the
related documents and the Orlando testimony are not and will not
be deemed to a be a waiver of privilege, if any, and are not and
will not be a waiver of the privilege, if any, related to the
subject matter of the documents and testimony for this and any
other purpose.

The Debtors have filed under seal with the U.S. Bankruptcy Court
the US interests' motion to strike the expert reports of the UK
Pension Claimants and the Canadian Creditors Committee advocating
for a "pro rata distribution" to creditors.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, the Debtors are represented by:

         Howard S. Zelbo, Esq.
         CLEARY GOTTLIEB STEEN & HAMILTON LLP
         One Liberty Plaza
         New York, NY 10006
         Tel: (212) 225-2000
         Fax: (212) 225-3999

         Derek C. Abbott, Esq.
         MORRIS, NICHOLS, ARSHT & TUNNELL LLP
         1201 North Market Street
         P.O. Box 1347
         Wilmington, Delaware 19801
         Tel: (302) 658-9200
         Fax: (302) 658-3989

The Chapter 11 Debtors' other professionals are Lazard Freres &
Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC
as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Participants tapped Alvarez & Marsal Healthcare
Industry Group as financial advisor.  The Retiree Committee is
represented by McCarter & English LLP as Delaware counsel, and
Togut Segal & Segal serves as the Retiree Committee.  The
Committee retained Alvarez & Marsal Healthcare Industry Group as
financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


OCWEN FINANCIAL: Fitch Rates Senior Unsecured Notes 'CCC/RR6'
-------------------------------------------------------------
Fitch Ratings expects to rate Ocwen Financial Corporation's (OCN)
proposed five-year, $350 million 6.625% senior unsecured note
issuance 'CCC/RR6'subject to receipt of final documents conforming
to information already received.  The final maturity date in 2019
will be set at the time of issuance.

Key Rating Drivers

The expected 'CCC' rating of the notes, which is two notches below
OCN's long-term IDR of 'B', reflects the company's predominately
secured funding profile and the modest level of unencumbered
balance sheet assets available to support the unsecured
noteholders in a stressed scenario.  Pro forma for the debt
issuance, OCN's funding profile would be 93% secured.  The
expected Recovery Rating of 'RR6' reflects Fitch's expectation
that recovery prospects for the notes are poor, and could be as
low as 0%-10% in a stress scenario.

The notes are expected to rank equally in right of payment with
all existing and future senior unsecured indebtedness and will be
effectively subordinated to all of OCN's secured indebtedness and
all of the existing and future liabilities of OCN's subsidiaries.

The proceeds of the issuance are expected to be used for general
corporate purposes, including financing the repurchase of OCN's
common shares. Fitch views using debt for share repurchases as
non-creditor friendly.  Leverage, as measured by total debt to
tangible equity is expected to increase from 3.6x as of March 31,
2014 to 5.2x on a pro forma basis, assuming 100% of the proceeds
from the debt issuance were used to repurchase common shares.

OCN has a long-term Issuer Default Rating (IDR) of 'B' and a
Stable Rating Outlook.  The long-term IDR 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.  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.

Rating Sensitivities - Unsecured Notes

The rating of the senior unsecured notes will be sensitive to any
changes in OCN's long-term IDR as well as to changes in OCN's
funding profile, the mix of secured versus unsecured funding, and
unencumbered asset coverage.  A material increase in unsecured
funding, combined with a material improvement in unencumbered
asset coverage could reduce the notching between the IDR and the
unsecured notes and/or improve the Recovery Rating.

Rating Sensitivities - IDR

Positive rating momentum in OCN's IDR could be driven by sustained
and effective management of the regulatory environment, reduced
organizational complexity, a continued moderation in OCN's pace of
growth, successful integration of recently acquired mortgage
servicing rights, reduced overall leverage through consistent cash
flow generation and deleveraging over time, and improved Fitch
Core Capital levels.

Conversely, negative rating action for OCN's IDR 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.

Fitch assigns expected ratings to the following:

Ocwen Financial Corporation
--Senior unsecured notes 'CCC/RR6'.

Fitch currently rates the following:

Ocwen Financial Corporation
--Long-term IDR of 'B';
--Short-term IDR of 'B'.

Ocwen Loan Servicing, LLC
--Long-term IDR of 'B';
--Senior secured term loan of 'B/RR4'.

The Rating Outlook is Stable.


ORTHO-CLINICAL DIAGNOSTICS: Debt Increase No Impact on Moody's CFR
------------------------------------------------------------------
Moody's commented that the change in Ortho-Clinical Diagnostic's
capital structure that will result in an increase in debt of $150
million, and a commensurate decrease in equity contributed by The
Carlyle Group is credit negative. There is no change to the
ratings, including the B2 Corporate Family Rating, B2-PD
Probability of Default Rating, the B1 senior secured rating or the
Caa1 unsecured notes rating.

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


ORTHO-CLINICAL DIAGNOSTICS: S&P Keeps 'B' CCR After Upsized Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on New
Jersey-based Ortho-Clinical Diagnostics Inc. are not affected by
the company's decision to upsize its proposed senior notes by $150
million, reducing the equity component of the purchase price.

S&P's ratings on OCD reflect its assessment of a "highly
leveraged" financial risk profile and "fair" business risk
profile.  S&P's assessment of a highly leveraged financial risk
profile considers leverage that S&P expects to be around 6.6x pro
forma the revised capital structure, and funds from operations to
debt that S&P expects to be sustained in the low-double digits.
In addition, S&P's assessment of a highly leveraged financial risk
profile incorporates its view that sponsor ownership is likely to
shape a financial policy that prioritizes growth objectives and
shareholder return over deleveraging.

RATINGS LIST

Ortho-Clinical Diagnostics Inc.
Corporate credit rating               B/Stable/--
  Senior notes                         B
   Recovery rating                     3


PEABODY ENERGY: Fitch Affirms 'BB' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed Peabody Energy Corporation's (Peabody,
NYSE: BTU) Issuer Default Rating (IDR) at 'BB'.

The Rating Outlook has been revised to Negative.  Fitch believes
the coal markets are at or near the bottom of the cycle and
should begin to show a slow recovery.  The Negative Outlook
reflects the possibility that overcapacity persists in the
metallurgical coal market and the hard coking coal benchmark price
remains below $150/tonne (t) beyond the next 12-18 months.  Fitch
expects leverage could be above 4.5x through 2015.

Key Ratings Drivers

Peabody's ratings reflect large, well-diversified operations and
good control of its low-cost production.  The credit ratings also
reflect high financial leverage following the acquisition of
Macarthur Coal Limited in an all-cash transaction in the fourth
quarter of 2011.

Peabody is the largest private sector coal company, globally, with
27 mining operations producing low-sulfur thermal coal from the
Powder River Basin (PRB) and high heat thermal coal from the
Illinois Basin (IB) as well as seaborne thermal and metallurgical
coal in Australia.  Proven and probable reserves are about 8.3
billion tons.  Peabody is targeting 2014 U.S. volumes at 185 to
195 million tons with 90-95% of those volumes committed and priced
for 2014. Based on projected 2014 production levels, 50 - 60% of
2015 U.S. volume is priced.

Steam coal prices in the U.S. are rebounding given low coal and
gas inventories, higher natural gas prices and improved power
demand.  Globally, both metallurgical (met) and steam coal are in
excess supply and prices are weak.  Coal producers have been
running for cash with a focus on reducing costs which is expected
to delay price recovery.  In particular, Fitch believes the hard
coking coal bench mark price could average about $135/t and the
Newcastle steam coal benchmark could be below $85/t over the next
12 months.  The industry is consolidating which should benefit
supply/demand dynamics longer term.

Peabody's earnings are leveraged to metallurgical coal prices.
The Australian segment comprises seaborne coking, pulverized coal
injection (PCI) and steam coal sales.  For 2013, the Australian
adjusted EBITDA was $317 million on 34.9 million tons sold at
average realizations of $83.26/ton compared with $939 million on
33.0 million tons sold at average realizations of $106.05/ton for
2012.  Fitch's calculation of consolidated operating EBITDA for
2013 was $962 million compared with $1.8 billion for 2012.

Capital Structure

Total debt with equity credit of $6 billion compares to
preliminary LTM March 31, 2014 operating EBITDA of $844 million at
7x.  Fitch expects Peabody to continue to focus on debt repayment
while leverage is above 3x but thereafter to invest in Australia
and Asia to the extent of its free cash flow.

Strong Liquidity

Cash on hand was $508 million as of March 31, 2014 and total
liquidity was $2.1 billion.  The company has a $1.65 billion
secured revolving credit facility maturing on Sept. 24, 2018 or
Aug. 15 2018 if the $1.5 billion 6% Senior Notes due in November
2018 remain outstanding.  Utilization is estimated at $132 million
for letters of credit.  The company also has a $275 million
accounts receivable securitization program maturing in April 2016
which had $117 million available at Dec. 31, 2013.  Revolver
covenants include an interest coverage minimum of 1.50:1 through
Dec. 31, 2015 with step-ups thereafter and a maximum net secured
leverage ratio of 3.50:1 through Dec. 31, 2015 with step-downs
thereafter.  Fitch anticipates that Peabody will operate within
its covenants.

Scheduled maturities of long-term debt are estimated at
$32 million in 2014, $19 million in 2015, $666 million in 2016,
$12 million in 2017 and $1.5 billion in 2018.

Expectations

Fitch believes operating EBITDA could drop to $780 million for
2014 on lower average metallurgical coal prices. Under the same
assumptions, negative free cash flows could be as much as $200
million.  Peabody guides to 2014 capital expenditure of $250
million to $295 million before coal lease expenditures ($276.8
million in 2013).  Interest expense runs about $400 million and
dividends are about $92 million, annually.

Rating Sensitivities

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

-- Cash operating losses in Australia;
-- Expectations of negative free cash flow beyond 2014;
-- Failure to reduce debt;
-- Expectations of Total Debt/EBITDA greater than 3.5x in 2016.

Positive: Future developments that may lead to a positive rating
action are not anticipated over the next 12 months but may
include:

-- Leverage sustainably below 3.5x.

Fitch has affirmed Peabody's ratings as follows:

-- IDR at 'BB';
-- Senior secured revolving credit and terms loan at 'BB+';
-- Senior unsecured notes, revolving credit, and term loans at
    'BB';
-- Convertible junior subordinated debentures due 2066 at 'B+'.


PERSONAL COMMUNICATIONS: Confirms Liquidating Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Personal Communications Devices LLC, once a
distributor of wireless-communications devices, got the green
light to exit Chapter 11 when a U.S. bankruptcy judge in Central
Islip, New York, signed a confirmation order on April 11 approving
the liquidating plan.

According to the report, unsecured creditors were told to expect a
2.8 percent recovery on $175.8 million in claims. The plan was
jointly proposed by the company and the official creditors'
committee.

PCD sold the business in mid-October to competitor Quality One
Wireless LLC under a contract with a $105 million sticker price,
the report related. The sale fully paid off $105 million in
secured debt, leaving no secured claims to be handled in the plan.
In the sale, secured creditors received either cash or new debt.

The sale was accompanied by a settlement where the buyer provided
$500,000 for winding down the Chapter 11 case and $3 million
toward expenses of the Chapter 11 process, the report further
related.

                              About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- was in the business of
providing carriers and manufacturers an array of product life
cycle management services that includes planning and development;
inventory; technical testing; quality control; forward and reverse
logistics; sell-in and sell-thru, marketing & warranty support.

PCD sold its assets to Quality One Wireless LLC for $105 million
in October 2013.  The bankruptcy auction was cancelled as no
competing offers were submitted.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PHILLIPS PLASTICS: Moody's Places B1 CFR on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Phillips Plastics
Corporation, a wholly-owned subsidiary of Phillips-Medisize
Corporation, under review for downgrade, including the company's
B1 Corporate Family Rating, B1-PD Probability of Default Rating,
and the company's existing debt instrument ratings. The review was
prompted by the announcement on May 7, 2014 that Golden Gate
Capital has agreed to purchase Phillips-Medisize Corporation from
funds managed by Kohlberg & Company, L.L.C.

The following ratings were placed under review for downgrade:

Phillips Plastics Corporation:

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

Senior secured revolving credit facility, B1 (LGD 3, 48%)

Senior secured first lien term loans, B1 (LGD 3, 48%)

Ratings Rationale

Although financing details have not been provided, the company
could have higher financial leverage following the pending sale.
The rating review will focus primarily on the financial leverage
and the capital structure that will result from the sale to Golden
Gate Capital, as well as ongoing operating trends at Phillips.

The B1 Corporate Family Rating (currently under review) reflects
the company's high financial leverage, limited coverage of
interest expense and modest free cash flow. The rating reflects
the company's small absolute size when compared to other B-rated
corporate issuers, and considerable concentration of revenue from
its top customers. Offsetting these factors, the rating is
supported by the company's good geographic diversification and
solid technical capabilities. In addition, providing stability to
Phillips' business profile are the company's longstanding customer
relationships, high barriers to entry, and significant switching
costs for existing customers. However, given the company's weak
credit metrics, there is minimal cushion within the current B1
rating for additional financial leverage.

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

Phillips Plastics Corporation ("Phillips") a wholly-owned
subsidiary of Phillips-Medisize Corporation, provides design and
contract manufacturing services to the Drug Delivery, Consumable
Diagnostic and Specialty Commercial markets. Approximately
seventy-five percent of company revenue is from Drug Delivery and
medical products. Phillips is owned by Kohlberg & Company
("Kohlberg"). For the twelve months ended December 31, 2013, the
company generated net sales of approximately $500 million.


QUANTUM FOODS: Union Says $54MM Sale Must Respect Contracts
-----------------------------------------------------------
Law360 reported that an employee union at Quantum Foods LLC urged
a Delaware bankruptcy judge to delay consideration of the
meatpacker's planned $54 million sale to a unit of Oaktree Capital
Management LP, saying the proposed deal violates existing labor
contracts.

According to the report, United Food & Commercial Workers
International Union Local 1546, which represents about 860 Quantum
employees, claims the Oaktree purchase agreement cannot be
approved as written because it is contingent on modifications to
current collective bargaining agreements.

"Local 1546, accordingly, conditionally objects to a sale to
Oaktree, in the absence of consensual labor agreements because, by
contract, any successor is bound to the existing labor
agreements," the union said in a response filed with the court,
the report related.

The UFCW local is party to two collective bargaining agreements
with Quantum, and a sale order that transfers the company's assets
free and clear of its obligations under the CBAs is inconsistent
with the contracts and the Bankruptcy Code, according to the
response, the report further related.

"While Local 1546 has commenced and is continuing discussions with
Oaktree concerning the collective bargaining agreements, no
agreements have yet been reached and, indeed, bargaining is at a
preliminary stage," the union said, the report added.

                     About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


RADIOSHACK CORP: Mired in Talks With Lenders Over Closings
----------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
RadioShack Corp. is mired in negotiations with its lenders over
plans to close as many as 1,100 stores, complicating the
struggling consumer-electronics retailer's turnaround efforts,
said people familiar with the talks.

According to the report, the delay also is intensifying tensions
with some lenders, who were surprised by the store-closing plan
when RadioShack publicly disclosed it on March 4, the people said.

The company, which operates about 4,300 stores in the U.S., said
at the time that the plan still needed permission from its
lenders, adding that its credit agreements allowed it to close
only about 200 stores without the approval of lead lenders Salus
Capital Partners and GE Capital, a unit of General Electric Co.,
the report related.

The company also said in March that it planned to spend the next
month hammering out an agreement with its lenders before choosing
a liquidator to wind down the stores, the report further related.

Meanwhile, RadioShack has continued its store-closing plan but is
currently targeting just 200 stores, the report added, citing
people familiar with the plan said. Some landlords have agreed to
lower rents in an effort to keep certain stores open, these people
said.

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.

Troubled Company Reporter, citing The Wall Street Journal,
reported on March 5, 2014, that RadioShack plans to cut back its
store count, after a sharp drop in sales over the holidays left it
with a $400 million loss in 2013.  The electronics retailer said
it could close as many as 1,100 U.S. stores -- one out of every
four that it operates itself -- underscoring the difficulty it has
had adapting to a fast changing consumer landscape.


REGIONAL CARE: May 15 Hearing on Confirmation of Amended Plan
-------------------------------------------------------------
Pinal County Treasurer, a secured tax lien creditor, objects to
confirmation of the Second Amended Joint Plan of Reorganization
dated March 28, 2014, filed by Regional Care Services Corp and
Casa Grande Community Hospital, dba Casa Grande Regional Medical
Center.

PCT noted that the Debtor's real property is located at 1800 East
Florence Blvd., Casa Grande, Arizona, and is encumbered with a
fully secured tax lien pursuant to A.R.S. Section 42-17153.

PCT said that the Plan fails to provide for payment of PCT's claim
as a secured claim for the 2013 and 2014 real property taxes on
the parcels.  As evidenced by PCT's tax statement for the parcels,
the current amount owed is actually $103,290 and $111,097, with
interest accruing at the statutory rate of 16% per annum.

Accordingly, PCT requested that the Court order that the Plan be
amended to provide that PCT's claims are treated as secured, and
to be paid in full, the amount of $103,790 and $111,097, plus
accruing interest at the statutory rate of 16% per annum.

The Court has rescheduled the confirmation hearing to May 15,
2014, at 9:30 a.m.

As reported in the Troubled Company Reporter on April 17, 2014,
Bankruptcy Judge Eileen W. Hollowell set the confirmation hearing
on May 15, at 10:00 a.m.

The Plan hinges on the sale of substantially all of the Debtors'
assets to Banner Health in exchange for up to $87 million in cash
(subject to adjustments) and forgiveness of loans.  Cash proceeds
received upon the sale closing will pay the Debtors' bond
indebtedness, in the aggregate principal amount of $63,785,000
plus accrued interest and fees, in full in exchange for
subordination of the $1.3 million prepayment fee to all other
claims.

The remainder of the sale proceeds will be placed in a trust for
the benefit of creditors.  Administrative expenses, priority
claims, and secured claims will be paid in full from the Creditor
Trust.  Remaining funds will be distributed to general unsecured
creditors followed by payment of the Allowed Bond Redemption
Premium Claim.

The Debtors project there will be sufficient funds to pay all
creditors in full upon closing of the sale; any surplus would be
returned to Banner.  Following final distributions, the Debtors'
estates will be wound down.

A copy of the Disclosure Statement is available for free at:

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

The Debtors are represented by:

         Michael McGrath, Esq.
         Kasey C. Nye, Esq.
         MESCH, CLARK & ROTHSCHILD, P.C.
         259 North Meyer Avenue
         Tucson, Arizona 85701
         Tel: (520) 624-8886
         Fax: (520) 798-1037
         E-mails: mmcgrath@mcrazlaw.com
                 knye@mcrazlaw.com

              - and -

         Michael J. Pankow, Esq.
         Joshua M. Hantman, Esq.
         BROWNSTEIN HYATT FARBER SCHRECK, LLP
         410 Seventeenth Street, Suite 2200
         Denver, CO 80202-4432
         Tel: (303) 223-1100
         Fax: (303) 223-1111
         E-mails: mpankow@bhfs.com
                 jhantman@bhfs.com

                About Casa Grande Community Hospital
                    and Regional Care Services

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has not
appointed a committee of unsecured creditors.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.


RESTORA HEALTHCARE: Panel Hires Morris James as Co-counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Restora
Healthcare Holdings, LLC and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to employ Morris James LLP as co-counsel to
the Committee, nunc pro tunc to Mar. 6, 2014.

The Committee requires Morris James to:

   (a) advise the Committee with respect to its rights, duties,
       and powers in these chapter 11 cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of these chapter
       11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtors and of the operation of the Debtors'
       businesses;

   (e) assist the Committee in its investigation of the liens and
       claims of the holders of the Debtors' pre-petition debt
       and the prosecution of any claims or causes of action
       revealed by such investigation;

   (f) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, the assumption or
       rejection of certain leases of nonresidential real property
       and executory contracts, asset dispositions, financing of
       other transactions and the terms of one or more plans of
       reorganization for the Debtors and accompanying
       disclosure statements and related plan documents;

   (g) assist and advise the Committee as to its communications
       to unsecured creditors regarding significant matters in
       these chapter 11 cases;

   (h) assist as needed as conflicts counsel and handle any
       matters that may present a potential conflict for Alston
       Bird;

   (i) represent the Committee at hearings and other
       proceedings;

   (j) review and analyze applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Committee as to their propriety;

   (k) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (l) prepare, on behalf of the Committee, any pleadings,
       including without limitation, motions, memoranda,
       complaints, adversary complaints, objections, or
       comments in connection with any of the foregoing; and

   (m) perform such other legal services as may be required or
       are otherwise deemed to be in the interests of the
       Committee in accordance with the Committee's powers
       and duties as set forth in the Bankruptcy Code,
       Bankruptcy Rules, or other applicable law.

Morris James will be paid at these hourly rates:

       Partners                $400-$605
       Senior Counsel             $430
       Paraprofessionals       $210-$225

Morris James will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Brett D. Fallon, Esq., partner of Morris James, 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.

Morris James can be reached at:

       Brett D. Fallon, Esq.
       MORRIS JAMES LLP
       P.O. Box 2306
       Wilmington, DE 19899-2306
       Tel: (302) 888-6888
       Fax: (302) 571-1750
       E-mail: bfallon@morrisjames.com

                      About Restora Healthcare

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.

DLA Piper LLP (US) serves as the Debtors' counsel.  The Debtors
tapped George D. Pillari, a managing director of Alvarez & Marsal
Healthcare Industry Group, LLC, as chief restructuring officer.

The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors.

Restora Healthcare Holdings disclosed $1,789,247 in assets, ad
$11,328,016 in liabilities.  Restora Hospital of Mesa reported
$6,996,725 in assets and $11,186,942 in liabilities.  Restora
Hospital of Sun City also reported $5,327,278 in assets $9,109,597
in liabilities.

In April 2014, Restora obtained Court approval to sell
substantially all of their assets to PHX Hospital Partners, LLC,
an entity formed by several of the Debtors' creditors and
landlords.  An April 22 auction assets was cancelled after one
other party withdrew its competing bid on the day of the auction.
No other bids were received prior to the bid deadline.  PHX
Hospital, the stalking horse purchaser, was declared the
successful bidder.

In exchange for the Debtors' two long-term acute-care hospitals,
PHX will provide consideration consisting of (a) $5,000,000
payable in the form of a credit bid, (b) a waiver by the Landlord
of certain cure costs with respect to two real property leases,
and (c) the assumption of certain liabilities and the the payment
of all cure costs relating to executory contracts and unexpired
leases to be assumed and assigned to the Stalking Horse Purchaser.

To protect the welfare of patients, the U.S. Trustee for Region 3,
appointed Laura Patt as the patient care ombudsman.  Ms. Patt
has retained Bryan Cave LLP as her counsel.


RESTORA HEALTHCARE: Panel Taps CohnReznick as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Restora
Healthcare Holdings, LLC and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to employ CohnReznick LLP as financial
advisor to the Committee, nunc pro tunc to Mar. 6, 2014.

The Committee requires CohnReznick LLP to:

   (a) review the reasonableness and feasibility of the Cash
       Collateral/DIP arrangements as to its cost to the Debtors
       and the likelihood that Debtors will be able to comply with
       the terms of the Order;

   (b) analyze and review key motions (critical vendors,
       reclamation procedures, sale) to identify strategic case
       issues;

   (c) perform an assessment of the Debtors' short-term budgets;

   (d) establish reporting procedures that will allow for the
       monitoring of the Debtors' sales and wind-down activities;

   (e) develop and evaluate alternative sale strategies;

   (f) scrutinize proposed sale transactions, including the
       assumption and rejection of executory contracts;

   (g) identify, analyze and investigate transactions with non-
       Debtor entities and other related parties;

   (h) monitor the Debtors' weekly operating results;

   (i) analyze the Debtors' budget-to-actual results on an ongoing
       basis for reasonableness and cost control;

   (j) communicate findings to the Committee;

   (k) identify and quantify any recoverable assets which are not
       in the Debtors' estates;

   (l) determine whether the Board of Directors and senior
       management performed their fiduciary duties;

   (m) determine if there are potential claims against the
       Debtors' auditors or Board members;

   (n) investigate and analyze all potential avoidance action
       claims;

   (o) determine the accuracy of historical and current financial
       data, which may have been compromised while operating in a
       distressed environment;

   (p) assist the Committee in negotiating the key terms of a Plan
       of Liquidation/Reorganization;

   (q) review the nature and origin of other significant claims
       asserted against the Debtors;

   (r) prepare dividend analyses to determine the potential return
       to unsecured creditors; and

   (s) render such assistance as the Committee and its counsel may
       deem necessary.

CohnReznick LLP will be paid at these hourly rates:

       Partners/Senior Partner              $585-$800
       Managers/Senior Managers/Directors   $435-$620
       Other Professional Staff             $275-$410
       Paraprofessionals                      $185

CohnReznick LLP will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Clifford A. Zucker, partner of CohnReznick LLP, 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.

CohnReznick LLP can be reached at:

       Clifford A. Zucker
       CohnReznick LLP
       333 Thornall Street
       Edison, NJ 08837
       Tel: (732) 549-0700

                      About Restora Healthcare

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.

DLA Piper LLP (US) serves as the Debtors' counsel.  The Debtors
tapped George D. Pillari, a managing director of Alvarez & Marsal
Healthcare Industry Group, LLC, as chief restructuring officer.

The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors.

Restora Healthcare Holdings disclosed $1,789,247 in assets, ad
$11,328,016 in liabilities.  Restora Hospital of Mesa reported
$6,996,725 in assets and $11,186,942 in liabilities.  Restora
Hospital of Sun City also reported $5,327,278 in assets $9,109,597
in liabilities.

In April 2014, Restora obtained Court approval to sell
substantially all of their assets to PHX Hospital Partners, LLC,
an entity formed by several of the Debtors' creditors and
landlords.  An April 22 auction assets was cancelled after one
other party withdrew its competing bid on the day of the auction.
No other bids were received prior to the bid deadline.  PHX
Hospital, the stalking horse purchaser, was declared the
successful bidder.

In exchange for the Debtors' two long-term acute-care hospitals,
PHX will provide consideration consisting of (a) $5,000,000
payable in the form of a credit bid, (b) a waiver by the Landlord
of certain cure costs with respect to two real property leases,
and (c) the assumption of certain liabilities and the the payment
of all cure costs relating to executory contracts and unexpired
leases to be assumed and assigned to the Stalking Horse Purchaser.

To protect the welfare of patients, the U.S. Trustee for Region 3,
appointed Laura Patt as the patient care ombudsman.  Ms. Patt
retained Bryan Cave LLP as her counsel.


RIH ACQUISITIONS: Atlantic Club Casino Confirms Liquidating Plan
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the one-time owner of the Atlantic Club Casino Hotel
in Atlantic City, New Jersey, got bankruptcy court approval for a
liquidating Chapter 11 plan.

Unsecured creditors with claims of $8.7 million will recover
nothing to 28 percent, the report said, citing the disclosure
statement.  There were no secured claims left to deal with in the
plan, the report noted.

                     About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, to sell the property in the near term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

Financing for the Chapter 11 reorganization is being provided by
Northlight Financial LLC.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.


RIVER-BLUFF ENTERPRISES: Court OKs Hiring of Kimel Law as Counsel
-----------------------------------------------------------------
River-Bluff Enterprises, Inc. sought and obtained permission from
the Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington to employ Kimel Law Offices as
counsel.

The Debtor requires Kimel Law to:

   -- prepare petition and related documents;

   -- prepare plan and related documents; and

   -- represent the Debtor on all bankruptcy matters, related to
      those matters, and any other litigation matters in the
      bankruptcy court involving bankruptcy law

The appointee, Mr. Metiner G. Kimel, is billing the Debtor for
services rendered at an hourly rate of $225, plus reimbursement
for normal costs and expense.

Mr. Kimel, principal of Kimel Law, 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.

Kimel Law can be reached at:

       Metiner G. Kimel, Esq.
       KIMEL LAW OFFICES
       1115 W. Lincoln Ave., Suite 105
       Yakima, WA 98902
       Tel: (509) 452-1115

                   About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc.,
filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No.
14-00843) on March 11, 2014.  Metiner G Kimel, Esq., at Kimel Law
Offices, in Yakima, Washington, serves as counsel.  In its
schedules, the Debtor disclosed $10,231,777 in total assets and
$17,609,653 in total liabilities.

This is River-Bluff's second bankruptcy filing in less than two
years.  The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012.  The case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.


RIVER-BLUFF ENTERPRISES: Culbertson Jordan Approved as Accountant
-----------------------------------------------------------------
River-Bluff Enterprises, Inc. sought and obtained permission from
the  Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington to employ Culbertson Jordan as
accountants.

The Debtor requires Culbertson Jordan to:

   -- prepare financial reports required by the state and federal
      agencies including the U.S. Trustee monthly reports; and

   -- prepare tax returns for the Debtor.

The appointees, Mark Jordan and Dennis Culbertson, will seek
approval of their fees pursuant to 11 U.S.C. Sec. 329 and 330.

Mr. Jordan 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.

Culbertson Jordan can be reached at:

       Mark W. Jordan
       CULBERTSON JORDAN
       819 17th Street
       Modesto, CA 95354
       Tel: (209) 544-8150 Ext. 104
       Fax: (209) 544-8152
       E-mail: Mark@cj-cpas.com

                    About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  Metiner G Kimel, Esq., at Kimel Law
Offices, in Yakima, Washington, serves as counsel.  In its
schedules, the Debtor disclosed $10,231,777 in total assets and
$17,609,653 in total liabilities.

This is River-Bluff's second bankruptcy filing in less than two
years.  The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012.  The case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.


SABINE OIL: S&P Affirms 'B' CCR on Merger Agreement
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Houston-based Sabine Oil & Gas LLC ratings, including the 'B'
corporate credit rating.  The outlook is stable.

The rating action reflects S&P's assessment of Sabine's improved
scale of proved oil and gas reserves following the merger with
Forest Oil Corp. in an all-stock transaction and the expectation
that financial leverage will remain well above 4x debt to EBITDA.
The companies have complementary acreage primarily in the Eagle
Ford formation in south Texas and Cotton Valley formation in East
Texas.  S&P expects Sabine to develop its combined acreage and
increase oil and gas production, resulting in higher operating
cash flow.  However, S&P forecasts that the company will outspend
internally generated funds through 2015.

The ratings on Sabine reflect S&P's view of the company's "weak"
business risk and "highly leveraged" financial risk.

The stable outlook reflects S&P's expectation that leverage will
remain about 4.5x over the next year.

S&P could consider a downgrade if Sabine encounters operating
disruptions with its comingled assets that cause the combined
company's production output and cash flow generation to fall
meaningfully below our expectations such that it faced constrained
liquidity or if it increased debt-funded capital spending,
resulting in total debt to EBITDA exceeding 5x with no clear path
to improvement.

S&P would consider an upgrade if Sabine were to achieve its growth
objectives while maintaining leverage in the 4x area or lower on a
sustained basis, manage capital spending closer to its operating
cash flows, and maintain adequate liquidity.  Leverage could also
be reduced if the company uses funds from asset sales to repay
debt.


SARKIS INVESTMENTS: Hires GA Keen as Real Estate Broker
-------------------------------------------------------
Sarkis Investments Company, LLC asks for permission from the Hon.
Robert N. Kwan of the U.S. Bankruptcy Court for the Central
District of California to employ GA Keen Realty Advisors, LLC as
real estate broker, effective Apr. 15, 2014.

Per terms of the Retention Agreement, GA Keen will have the
exclusive right to offer the Properties, located at 3550 Porsche
Way, 3640 Porsche Way, 3660 Porsche Way, 3700 Inland Empire
Boulevard, and 3760 Inland Empire Boulevard, Ontario CA 91764
(collectively, the "Property"), for sale for a term of six months,
from Apr. 15, 2014 to Oct. 15, 2014.

The Debtor requires GA Keen to:

   (a) evaluate the value and marketability of the Property;

   (b) list the Property for sale;

   (c) market and advertise the Property for sale;

   (d) communicate with parties interested in viewing and offering
       to purchase the Property;

   (e) show the Property to potential buyers;

   (f) negotiate the terms of any agreement or other documentation
       pertaining to the acquisition of the Property in concert
       with the Debtor's counsel;

   (g) cooperate with Debtor in seeking Court approval of any
       proposed sale of the Property; and

   (h) provide any other services reasonably requested by the
       Debtor necessary to effectively market and consummate the
       sale of the Property.

As provided in the retention agreement, the Debtor will provide
$27,000 advance to GA Keen for marketing expenses associated with
the listing and advertising the Property (the "Marketing
Advance").  The retention agreement is subject to Court approval;

GA Keen will receive a full and complete compensation for its
services to the estate an amount equal to 1.25% of the total gross
consideration paid for the Property.  GA Keen's compensation is
contingent on the sale of the Property and Court approval.

Mark P. Naughton, senior vice president and general counsel of
Great American Group, the parent company of GA Keen, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

GA Keen can be reached at:

       Harold Bordwin
       GA KEEN REALTY ADVISORS, LLC
       Graybar Building
       420 Lexington Avenue, Suite 3001
       New York, NY 10170
       Tel: (646) 381-9201
       E-mail: hbordwin@greatamerican.com

             About Sarkis Investments Company, LLC

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis
owns and leases several parcels of commercial real property in
Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660
Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

Judge Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.

MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

In April 2014, the Debtor filed a Second Amended Reorganization
Plan and disclosure statement.  The Debtors seeks to accomplish
payments under the plan by paying creditors on account of their
allowed claims in full over time from cash flows generated from
future operations or the proceeds from the sale of the Company or
the properties.


SARKIS INVESTMENT: Receiver Hires Frandzel Robins as Counsel
------------------------------------------------------------
Patrick Galentine, the Receiver over real property of Sarkis
Investment Company, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Frandzel Robins Bloom & Csato, L.C. ("FRBC") as bankruptcy
counsel, nunc pro tunc to Aug. 1, 2013.

FRBC will advise and represent the Receiver with respect to his
rights and duties in the bankruptcy case under applicable law,
including with respect to the Debtor, creditors, and his
management of the Property.

FRBC will be paid at these hourly rates:

                                2013 Rate        2014 Rate
                                ---------        ---------
       Craig A. Welin             $430              $450
       Reed S. Waddell            $410              $425
       Christopher D. Crowell      --               $295

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

Through Feb. 28, 2014, FRBC incurred $11,291 in fees and $1,487.95
in costs.

Reed S. Waddell, "of Counsel" of FRBC, 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.

FRBC can be reached at:

       Reed S. Waddell, Esq.
       FRANDZEL ROBINS BLOOM & CSATO, L.C.
       6500 Wilshire Blvd., 17th Floor
       Los Angeles, CA 90048-4920
       Tel: (323) 852-1000
       Fax: (323) 651-2577

             About Sarkis Investments Company, LLC

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis
owns and leases several parcels of commercial real property in
Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660
Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

Judge Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.

MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

In April 2014, the Debtor filed a Second Amended Reorganization
Plan and disclosure statement.  The Debtors seeks to accomplish
payments under the plan by paying creditors on account of their
allowed claims in full over time from cash flows generated from
future operations or the proceeds from the sale of the Company or
the properties.


SERVICEMASTER CO: S&P Assigns B- CCR & Puts Rating on Watch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to Memphis-based The ServiceMaster Co. LLC, and put
the rating on CreditWatch with positive implications.

The surviving company is assuming the debt of the pre-spin-off
entity, The ServiceMaster Co.  Accordingly, S&P is placing its 'B'
issue-level ratings on ServiceMaster's senior secured revolving
credit and term facilities on CreditWatch with positive
implications.  S&P's recovery ratings on these facilities are '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default.

In addition, S&P placed its 'CCC+' issue-level rating on the
company's senior unsecured notes on CreditWatch with positive
implications.  S&P's recovery rating on these notes is '5',
indicating its expectation for modest (10% to 30%) recovery for
lenders in the event of a payment default.

"The CreditWatch placement reflects our view that, based on recent
public filings, the company is planning to recapitalize following
the spin-off of its TruGreen business earlier this year," said
Standard & Poor's credit analyst Linda Phelps.  "In particular,
the company plans to raise new equity through an initial public
offering.  We anticipate proceeds from the offering will be used
to reduce currently high debt levels."

The CreditWatch placement with positive implications reflects
Standard & Poor's view that it could raise or affirm the rating.
In particular, S&P could raise its ratings if an IPO is completed
and it believes leverage will be sustainable in the 7x area.
Alternatively, S&P could affirm its ratings if an initial public
offering is not completed and credit measures remain at currently
very weak levels.

S&P will resolve the CreditWatch listing for ServiceMaster once it
has greater clarity regarding the the capital structure post-
transaction.  S&P's review will also focus on the company's
business strategy and financial policy post-transaction.


SGK VENTURES: Seeks Approval of Hilco as Real Estate Broker
-----------------------------------------------------------
SGK Ventures LLC, aka Keywell LLC, asks the U.S. Bankruptcy Court
for the Northern District of Illinois for permission to employ
Hilco Real Estate LLC as its real estate broker in connection with
the marketing and sale of real property recorded as Parcel
#09372003E (Goldmine Property) in Union County, North Carolina.

The Debtor notes the Goldmine Property consists of approximately
24 acres of undeveloped land in the Monroe, North Carolina
vicinity.  The Goldmine Property is located approximately
25 miles outside of Charlotte, North Carolina.

The firm will be paid in this manner:

   a) Commission: Upon the closing to a purchaser from whom the
                  Broker obtained a bid, and subject to Court
                  approval, the Broker shall be entitled to a
                  commission of 6% of the gross selling price,
                  inclusive of the fees of the cooperating broker,
                  if any, and subject to a minimum commission of
                  $30,000 if a sale is completed.

   b) Expenses:   Subject to the Debtor's prior approval, Hilco
                  shall be reimbursed for reasonable and customary
                  out-of-pocket expenses incurred in connection
                  with its services, subject to a cap of $5,000.

The Debtor says it will pay the broker up to $5,000 in
"Reimbursable Expenses".

The Debtor assures the Court that the firm is "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Hilco Real can be reached at:

   Hilco Real Estate LLC
   5 Revere Dr., Suite 320
   Northbrook, IL 60062
   Tel: 847-714-1288
   Fax: 847-714-1289
   Website: http://www.hilcorealestate.com/

                        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.


SGK VENTURES: Can Access NewKey's Cash Collateral Until Aug. 29
---------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois issued a final order authorizing SGK
Ventures LLC, aka Keywell LLC, to use cash collateral of NewKey
Group LLC and NewKey Group II LLC until Aug. 29, 2014, pursuant to
the budget.

A full-text copy of the cash collateral budget is available for
free at http://is.gd/SEhmku

As reported by the Troubled Company Reporter in October 2013, the
Debtor, as of the Petition Date, owed $4,553,320, with interest
continuing to accrue to NewKey; and $5,942,742 with interest
continuing to accrue to NewKey II.

The Debtor is authorized to use cash collateral to pay a $175,000
settlement payment to Wells Fargo; provided, however, that the
amount will be restored as cash collateral from unencumbered sale
proceeds received at the closing, which was scheduled for Dec. 31,
2013.

              Consulting Deal With Sheffieck Rejected

In March 2014, the Hon. Eugene R. Wedoff denied the Debtor's
request to enter into a consulting agreement of Michael C.
Sheffieck, chief financial officer of KW Metals Acquisition LLC
nka Keywell Metals LLC.

Keywell Metals bought the Debtors' substantially all of its assets
on Dec. 31, 2013.

In its motion, the Debtor said Mr. Sheffieck possesses substantial
information regarding the business and financial affairs of the
Debtor.  The CRO has determined that he may need to call upon Mr.
Sheffieck's extensive knowledge of the Debtor from time to time in
order to fulfill his duties, maximize value of the Debtor's estate
and assist the Debtor in bringing this Chapter 11 Case to its
conclusion.

The Debtor proposed to pay Mr. Sheffieck at an hourly rate of
$350.  In addition to compensation for services rendered, Mr.
Sheffieck will seek reimbursement for reasonable and necessary
expenses incurred with his engagement in the Chapter 11 Case, the
Debtor noted.

                        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.


SGK VENTURES: Files Amended Schedules of Assets and Liabilities
---------------------------------------------------------------
SGK Ventures LLC, aka Keywell LLC, filed an amended summary of
schedules of assets and liabilities in the U.S. Bankruptcy Court
for the Northern District of Illinois, disclosing assets of
$22,602,974 and liabilities of $37,181,354.  A full-text copy of
the schedules is available for free at http://is.gd/XlF4am

                        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.


SHEA HILLS: Vacant Land to Be Auctioned Off May 22
--------------------------------------------------
Assets of Shea Hills Developments, Ltd., will be sold at public
auction to the highest bidder, at the law offices of Quarles &
Brady LLP, in Phoenix, Arizona, on May 22, 2014 at 10:00 A.M.

The sale will be made for cash or other form satisfactory to
Quarles & Brady, which serves as Trustee for the assets.

The assets to be sold consist of vacant land Intersection of Shea
Blvd. and Palatial Drive Fountain Hills, Arizona   The assets
serve as collateral for debt under a Promissory Note in the
original principal balance of $187,000 owed to West Coast Fund,
LLC.

The Trustee may be reached at:

     Michael S. Catlett, Esq.
     QUARLES & BRADY LLP
     Renaissance One
     Two North Central Avenue
     Phoenix, AZ 85004-2391
     Telephone: 602-229-5200
     E-mail: elizabeth.hibbs@quarles.com


SI ORGANIZATION: S&P Assigns 'CCC+' Rating to $140MM Loan
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to The SI Organization Inc.'s (The
SI) $140 million second-lien term loan.  The '6' recovery rating
indicates S&P's expectation of negligible (0%-10%) recovery in the
event of a payment default.

At the same time, S&P raised the issue-level rating on The SI's
$400 million first-lien credit facility to 'B+' from 'B' and
revised the recovery rating to '2' from '3'.  This facility
consists of a $50 million revolver and a $350 million first-lien
term loan.  The '2' recovery rating indicates S&P's expectation
for substantial (70% to 90%) recovery in the event of a payment
default.  The first-lien term loan amount was revised to $350
million from the previously proposed $490 million.

S&P's 'B' corporate credit rating and stable outlook on The SI
remain unchanged.

RATINGS LIST

Ratings Unchanged

The SI Organization Inc.
Corporate Credit Rating                  B/Stable/--
  Senior Secured                          B+
   Recovery Rating                        2

New Rating

The SI Organization Inc.
$140 mil. 2nd lien term loan due 2020
Senior Secured                           CCC+
  Recovery Rating                         6

Upgraded; Recovery Rating Revised

The SI Organization Inc.                  To         From
Senior Secured
  US$50 mil  revolving bank ln due 2019   B+         B
   Recovery Rating                        2          3
  US$350 mil  term bank ln due 2020       B+         B
   Recovery Rating                        2          3


SKYLINE MANOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Skyline Manor, Inc.
        7350 Graceland Drive
        Omaha, NE 68134

Case No.: 14-80934

Chapter 11 Petition Date: May 8, 2014

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Judge: Hon. Thomas L. Saladino

Debtor's Counsel: Patrick Raymond Turner, Esq.
                  STINSON LEONARD STREET LLP
                  1299 Farnam Street, Suite 1500
                  Omaha, NE 68102
                  Tel: (402) 342-1700
                  Fax: (402) 829-8736
                  Email: patrick.turner@stinsonleonard.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by John W. Bartle, chief restructuring
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Cerner HealthCare                                       $24,573

David Hogan                                             $15,500

Estate of Arlene Slater                                 $11,100

Fred's Lawn Service                                     $29,849

Gulf South Medical                                      $31,392

Health MEDX                                             $17,931

Host Coffee                                             $11,390

Hy-Vee                                                  $46,613

Joyce Maureen Greenwell                                 $13,545

Marcus & Millichap Real Estate                         $180,000

Margaret Carlson                                        $27,575

Medova HealthCare                                       $30,312

Mrs. Dorothy Menck                                      $17,600

Omnicare of Nebraska                                    $360,485
c/o Shilee Mullin
12925 West Dodge Road
Suite 107
Omaha, NE 68154

OPPD                                                    $167,710

Pharmerica                                              $100,416

RehabCare Group East                                    $273,544
c/o Victoria Butler, Kutak
Rock, LLP
1650 Farnam Street
Omaha, NE 68102

Shannon Sales                                            $16,650

Sysco                                                   $168,016

TruGreen Limited                                         $12,760


SKYLINE RIDGE: Assets to Be Auctioned Off May 28
------------------------------------------------
Craig K. Williams, Esq., as agent for The Northern Trust Company,
successor by merger to Northern Trust, NA, will sell real and
personal property of Skyline Ridge, L.L.C. to the highest
qualified bidder in public on May 28, 2014, at 1:30 p.m.

The auction will be held at the Law offices of Snell &, Wilmer
L.L.P., One South Church Avenue, Suite 1500, Tucson, Arizona.

Assets to be sold include:

     -- All that portion of the West half of G.L.O. Lot 2 of
        Section 14, Township 13 South, Range 14 East, Gila and
        Salt River Base and Meridian, Pima County, Arizona,

     -- a parcel of land situated in Government Lot 3 of the
        North half of Section 14, Township 13 South, Range 14
        East, Gila and Salt River Base and Meridian, in Pima
        County,

     -- Lot 19, of EL DIAMANTE II, in Pima County, Arizona,

     -- Lots 2 and 12, of LA MIRADA AT LA RESERVE, in Pima
        County,

     -- The East 127.5 feet of the West 330 feet of the South 75
        feet of Lot 1, of CATALINA SUBDIVISION NO. 2, in Pima
        County,

     -- Lot 76, of SABINO TOWN AND COUNTRY ESTATES, in Pima
        County,

     -- Lots 13 and 14, of FRANCE TERRACE TOWNHOMES, in Pima
        County,

     -- Lots 9 and 10, of ALTA VISTA VILLAGE II, in Pima County,

     -- Lot 12, of COBBLESTONE, in Pima County, and

     -- All that portion of the West half of the West half of
        G.L.O. Lot 2, Section 14, Township 13 South, Range 14
        East, Gila and Salt River Base and Meridian, Pima County

To qualify to bid at the public sale, each person must qualify
with the Agent on or before the sale date by providing name,
address, phone number, and a $10,000.00 deposit, in cash or
cashier's check, made payable to Agent.

The successful bidder shall have until 5:00 p.m. (Arizona time) on
the following business day (presently May 29, 2014) to pay the
entire purchase price at the public sale, less the $10,000.00
deposit previously held by Agent, in a form acceptable to Agent.
If the successful bidder does not complete the payment in full of
the purchase price by 5:00 p.m. (Arizona time) on the next
business day (presently May 29,2014), then Agent shall have the
right to retain the $10,000.00 deposit to offset fees, costs and
expenses of Secured Party. In such event, and at Secured Party's
election, Agent shall either sell the property to the next highest
bidder, or hold a subsequent public sale, notifying all parties
who had registered in writing with Agent on the date of the
original sale, setting forth the time and place of the subsequent
public sale.

The Secured Party may be reached at:

     The Northern Trust Company,
     fka Northern Trust, NA
     3450 East Sunrise Drive, Ste. 100
     Tucson, AZ 85718

Skyline Ridge may be reached through:

     Skyline Ridge, L.LC.
     Michael J. Vingelli, Esq.
     Statutory Agent
     33 North Stone Avenue, Ste. 1800
     Tucson, AZ 85701

Among the parties that have been notified of the foreclosure sale
are:

     1. Ahmad Zarifi
        3400 East Finger Road Circle
        Tucson, AZ 85718

     2. Skyline Country Club Estates Improvement Association
        c/o Tanis A. Duncan, Attorney
        548 East Speedway
        Tucson, AZ 85705-7478

     3. The La Reserve Community Association
        7493 North Oracle Rd., Ste. 125
        Tucson, AZ 85704

     4. Sabino Town & Country Estates
        P. O. Box 31234
        Tucson, AZ 85751-1234

     5. France Terrace Townhomes, Inc.
        c/o Managing Agent: Gail Wikel
        4703 North First Avenue
        Tucson, AZ 85718

        Isaac D. Rothschild, Esq.
        Mesch, Clark & Rothschild P.C.
        259 N. Meyer Ave.
        Tucson, AZ 85701-1090

     6. Skyline Country Club Estates Improvement Association
        c/o Carolyn B. Goldschmidt
        Monroe McDonough Goldschmidt & Molla PLLC
        4578 North First Blvd., Ste. 160
        Tucson, AZ 85718


SPECIALTY PRODUCTS: Proposes Asbestos Claimant Notification Plan
----------------------------------------------------------------
Law360 reported that Specialty Products Holding Corp. asked a
Delaware bankruptcy judge to sign off on a $3.2 million program
designed to alert those exposed to its former asbestos-containing
products of the upcoming deadline to file claims in the company's
Chapter 11 case.

According to the report, bankrupt Specialty Products faces an
estimated $1.1 billion in asbestos-related liability, and approval
of the proposed bar date notice plan would take the company a step
closer to its stated goal of establishing a trust to deal with
such claims.

U.S. Bankruptcy Judge Peter J. Walsh ruled in February that all
Specialty Products creditors must file proofs of claim by a set
deadline, overruling objections that potential asbestos-related
personal injury claimants should be exempted from a bar date, the
report related.

At the same hearing, Judge Walsh directed the debtor to retool its
proposed plan for getting the word out about the bar date, taking
up the argument of the committee of asbestos personal injury
claimants that the suggested notice provisions were deficient, the
report further related.

Specialty Products says the new plan -- designed by The Garden
City Group Inc., its claim notice consultant -- is more expansive
and contains a clearer message than the previous version, the
report added.

                    About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Debtors, on
one hand, and the Official Committee of Unsecured Creditors and
the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


STAR DYNAMICS: Judge Denies Womble Carlyle Fees
-----------------------------------------------
Law360 reported that an Ohio federal judge denied a request by
attorneys with Womble Carlyle Sandrige & Rice LLP for $155,725 in
reimbursement for representing bankrupt defense contractor Star
Dynamics Corp. in its ongoing Chapter 11 case.

According to the report, U.S. Bankruptcy Judge Charles M. Caldwell
said that an application to be repaid for work performed between
Dec. 10 and Jan. 31 did not comply with the U.S. Bankruptcy Code
and other rules of procedure because of an error was not served to
all appropriate parties.

In the two-page order denying the motion, the court said the
firm's application "does not show service upon the required
parties, or reflects service upon an incorrect party," and
specifically lists attorneys David E. Gordon and Gary W. Marsh as
having been omitted from the application, the report related.

Gordon and Marsh are attorneys for Exelis Inc., a creditor in the
case, according to court records, the report further related.

Womble Carlyle has been representing Star Dynamics in the case
since Jan. 14, when the court approved an order allowing the
company to employ the firm as its special counsel, the report
added.  The firm filed for the reimbursement April 10, saying the
work they performed was "at rates and in accordance with practices
no less favorable to Debtor's estate than those customarily
employed by WCSR generally."

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


SUNTECH POWER: Solyndra & ECD Trusts Balk at Chapter 15 Petition
----------------------------------------------------------------
Solyndra Residual Trust, together with Energy Conversion Devices
Residual Trust, filed an objection to the request for entry of an
order recognizing the provisional liquidation proceeding of
Suntech Power Holdings Co. Ltd. pending before the Grand Court of
the Cayman Islands.

Solyndra Residual asks the U.S. Bankruptcy Court for the Southern
District of New York to transfer the venue of Suntech's Chapter 15
Petition to the U.S. District Court for the Northern District of
California.

Solyndra Residual argues that the Cayman Proceeding does not
constitute a "foreign main proceeding" or a "foreign nonmain
proceeding" under applicable law; as such, Suntech's Chapter 15
petition for recognition must be dismissed.

According to Solyndra Residual, to qualify as a "foreign main
proceeding," Suntech must prove that the Cayman Islands is
Suntech's "center of main interests".  Based solely on public
information, the evidence shows that as of the commencement of the
Cayman Proceeding:

  -- Suntech was headquartered in China;

  -- Suntech's (technically, those of its wholly-owned
     subsidiaries) manufacturing facilities were located in China;

  -- Suntech's website, while mentioning ties to China and the
     United States, said nothing about the Cayman Islands;

  -- Suntech's products (technically, those of its wholly-owned
     subsidiaries) were distributed and sold in the United States,
     Europe, and Asia;
  -- All of Suntech's operations were located outside of the
     Cayman Islands;

  -- All of Suntech's managers and employees resided outside of
     the Cayman Islands;

  -- All of Suntech's stock (NYSE) traded outside of the Cayman
     Islands;

  -- Cayman Islands law and Suntech's corporate charter expressly
     prohibited Suntech from engaging in any trade in the Cayman
     Islands except in furtherance of business conducted outside
     of the Cayman Islands;

  -- No significant disputes were pending in the Cayman Islands,
     with significant disputes pending in the Northern District of
     California, including litigation brought by shareholders,
     Solyndra, and others.

  -- All of Suntech's creditors, suppliers, and customers were
     located outside the Cayman Islands;

  -- All of Suntech's directors resided outside of the Cayman
     Islands; and

  -- All of Suntech's bank accounts were maintained in Hong Kong
     and China.

Thus, although Suntech was registered in the Cayman Islands for
tax purposes, and maintained its "registered office" there, as of
the commencement of the Cayman Proceeding, the Cayman Islands did
not constitute Suntech's COMI.  Indeed, the facts show that
Suntech had no commercial relationship to the Cayman Islands such
that no creditor would have or should have reasonably expected to
have claims adjudicated in the Cayman Islands, says Solyndra
Residual.

Solyndra Residual further argues that Suntech's attempt to obtain
recognition of the Cayman Proceeding as a "foreign nonmain
proceeding" is equally unavailing because Suntech cannot prove, as
it must, that it has an "establishment" in the Cayman Islands.  To
qualify as an "establishment," Suntech must prove that it carries
out "nontransitory economic activity" in the Cayman Islands.
Suntech does not (and cannot) offer any such proof.

Solyndra Residual is represented by:

   John A. Morris, Esq.
   Debra I. Grassgreen, Esq.
   Maxim B. Litvak, Esq.
   PACHULSKI STANG ZIEHL & JONES LLP
   780 Third Avenue, 36th Floor
   New York, NY 10017
   Tel: (212) 561-7700
   Fax: (212) 561-7777
   E-mail: jmorris@pszjlaw.com
           dgrassgreen@pszjlaw.com
           mlitvak@pszjlaw.com

        - and -

   Eric E. Sagerman, Esq.
   W. Gordon Dobie, Esq.
   Justin E. Rawlins, Esq.
   William C. O'Neil, Esq.
   WINSTON & STRAWN LLP
   333 S. Grand Avenue
   Los Angeles, CA 90071
   Telephone: (213) 615-1700
   Facsimile: (213) 615-1750
   E-mail: esagerman@winston.com
           wdobie@winston.com
           jrawlins@winston.com
           woneil@winston.com

The Energy Conversion Devices Trust is represented by:

   Carey D. Schreiber, Esq.
   WINSTON & STRAWN LLP
   200 Park Avenue
   New York, NY 10166
   Tel: (212) 294-6700
   Fax: (212) 294-4700
   Email: cschreiber@winston.com

        - and -

   Eric E. Sagerman, Esq.
   Justin E. Rawlins, Esq.
   WINSTON & STRAWN LLP
   333 S. Grand Avenue
   Los Angeles, CA 90071
   Tel: (213) 615-1700
   Fax: (213) 615-1750

        - and -

   W. Gordon Dobie, Esq.
   William C. O'Neil
   WINSTON & STRAWN LLP
   35 W. Wacker Drive
   Chicago, IL 60601-9703
   Tel: (312) 558-5600
   Fax: (312) 558-5700

                           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.

On Feb. 21, 2014, David Walker and Ian Stokoe, the joint
provisional liquidators of Suntech Power Holdings Co., Ltd.,
appointed by the Grand Court of the Cayman Islands, commenced a
Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383).  The
Chapter 15 Petitioners are represented by Jennifer Taylor, Esq.,
and Diana Perez, Esq., at O'Melveny & Myers LLP.  According to the
Chapter 15 petition, Suntech has more than $1 billion in both
assets and debts.


TRIPLANET PARTNERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Triplanet Partners LLC
           aka Convergence
        50 Main Street, Suite 1000
        White Plains, NY 10606

Case No.: 14-22643

Type of Business: An international management consultancy to the
                  financial services industry that delivers expert
                  solutions in business performance and
                  transformation across the Finance, Risk,
                  Treasury and Technology functions.

Chapter 11 Petition Date: May 8, 2014

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

Judge: Robert D. Drain

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Sophien Bennaceur, manager.

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


VEYANCE TECHNOLOGIES: S&P Retains 'B' CCR on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Fairlawn,
Ohio-based rubber and plastics manufacturer Veyance Technologies
Inc., including the 'B' corporate credit rating, remain on
CreditWatch with positive implications, where S&P initially placed
them on Feb. 11, 2014.

The ratings remain on CreditWatch with positive implications
because the proposed acquisition of Veyance Technologies Inc. by
higher-rated Continental AG has yet to be completed, pending
regulatory approval.  S&P expects Veyance to repay or refinance
outstanding rated debt as part of the transaction.

The rating on Veyance reflects S&P's assessment of the company's
business risk profile as "weak," characterized by its presence in
competitive and cyclical markets, modestly offset by its well-
established market position.  S&P assess the company's financial
risk profile as "highly leveraged," mainly because of its
financial sponsor ownership and high debt levels.  S&P expects the
company will maintain "adequate" liquidity.  The company is a
global manufacturer of rubber and thermoplastic products serving
mining, industrial, agricultural, and other end-markets.

S&P plans to resolve the CreditWatch placement after the
transaction closes.  At that time, S&P could raise or withdraw the
ratings on the company.


VICTOR TECHNOLOGIES: Moody's Withdraws B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service announced that it has withdrawn all
ratings of Victor Technologies Group, Inc:

  Long Term Corporate Family Rating of B2 withdrawn

  Probability of Default Rating of B2-PD, withdrawn

  Ratings Under Review Outlook withdrawn

  $100MM Senior Secured Global Notes due 2017 rating of B2
  withdrawn

  $227MM Senior Secured Global Notes due 2017 rating of B2
  withdrawn

Ratings Rationale

Private equity firm Irving Place Capital and Victor Technologies
announced on February 12, 2014 that they entered into an agreement
to sell Victor to Colfax Corporation (Ba3), a global manufacturer
of gas- and fluid-handling and fabrication technology products,
for $947.3 million. The transaction was completed on April 14,
2014. Colfax funded the transaction through cash provided by an
equity offering and through borrowings under its existing credit
facility.


WP MUSTANG: S&P Assigns 'B' CCR & Rates $495MM 1st Lien Loan 'B'
----------------------------------------------------------------
Standard & Poor's Rating Services said it assigned a 'B' corporate
credit rating to Nashville, Tenn.-based WP Mustang Holdings LLC
(known as Electronic Funds Source LLC).  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating and '3'
recovery rating to the company's $495 million first-lien term loan
B due 2021 and $100 million first-lien revolving credit facility
expiring 2019.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery in the event of
payment default.  S&P also assigned a 'CCC+' issue-level rating
and '6' recovery rating to the company's $250 million second-lien
term loan due 2022.  The '6' recovery rating indicates S&P's
expectation of negligible (0%-10%) recovery in the event of
payment default.

"We view EFS's business profile as 'fair,'" said Standard & Poor's
credit analyst John Moore.

The company, with about $152 million revenues for the 12 months
ended March 31, 2014, competes as one of the largest U.S. fleet
card providers serving the North American over-the-road trucking
market, providing payment monitoring and control capabilities to
its customers.  S&P expects that EFS's integrated payment network
and modular enterprise resource protocol system will continue to
support the embedded nature of its solutions with its clients and
its competitive differentiation, with modest client revenue
attrition of about 1.5% per year.  The company has strengthened
its profitability over the past several years through significant
acquisition-related growth, including its 2012 acquisition of T-
Chek Systems Inc. for approximately $300 million.  Over the coming
year, S&P expects EFS's strong EBITDA margins will hold steady in
the mid-50% range through new client accounts obtained over the
past year and generally stable fuel pricing conditions.  S&P
regards the company's profitability as above average compared to
that of its technology services sector peers.

The outlook is stable, reflecting S&P's expectation that EFS will
maintain its strong profitability, given its focused technology
infrastructure investments made in recent years within its
targeted U.S. trucking fuel card processing markets.

S&P would consider lowering the rating if competitive pressures
were to result in declining profitability and margin compression,
causing adjusted leverage to exceed 9x on a sustained basis.

An upgrade is unlikely over the intermediate term given the
company's present high leverage and S&P's expectation that
financial sponsor ownership will preclude sustained deleveraging.


* "Resulting Trust" a Difficult Defense on Fraud Claim
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that to beat a fraudulent transfer claim, resulting trusts
are difficult to prove under South Carolina law, as shown by an
opinion from the U.S. Court of Appeals in Richmond, Virginia.

According to the report, a husband and wife purchased property in
their joint names, intending at the time to lease the property to
a corporation owned by the husband. The entire purchase price was
paid with proceeds from a mortgage on which the couple were
liable. From the time of the purchase forward, the corporation
always paid the mortgage directly.

Six years later and a few months before the wife's bankruptcy, the
wife transferred her interest in the property to the corporation,
the report related.  The wife's trustee sued in bankruptcy court
and won a judgment based on a constructive fraudulent transfer
theory.

Without rejecting any of the bankruptcy court's fact findings, the
district court reversed, saying the facts showed a resulting
trust, which would mean the corporation always was the beneficial
owner of the property and thus didn't receive a fraudulent
transfer when it came into title, the report further related.

Circuit Judge Diana Gribbon Motz reversed the district court in an
opinion focusing on the intricacies of South Carolina law on
resulting trust, the report added.  The law requires intent at the
time of taking title that the record owner only have legal
title, with the equitable interest in another party. In this
case, the bankruptcy court found that the facts didn't support a
resulting trust.

The case is Anderson v. Architectural Glass Construction Inc. (In
re Pfister), 12-2465, U.S. Court of Appeals for the Fourth Circuit
(Richmond, Virginia).


* Assets of Secondary Business Exempt as Tools of the Trade
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a man could retain guns, two boats, a camper, an all-
terrain vehicle, a utility trailer, a horse trailer and fishing
equipment as tools of the trade in his secondary business as an
outfitter, the U.S. Bankruptcy Appellate Panel in Denver said in
an April 11 opinion.

According to the report, the bankrupt in Chapter 7 worked full
time in a grocery store. He claimed the vehicles and outdoor
equipment were exempt assets as tools of the trade under Colorado
law.

The bankruptcy court allowed the exemption, and the trustee
appealed, unsuccessfully, the report related.

U.S. Bankruptcy Judge Sarah A. Hall, writing for the three-judge
appellate panel, upheld the lower court, the report further
related.  She said the issue turned on whether having a secondary
job as an outfitter amounted to a "gainful occupation" as required
by the Colorado statute.

Because he couldn't yet afford to quit his primary job, the
bankrupt worked as an outfitter only during vacations and other
days off, the report added.  When the issue went to trial, the
outfitting business was on the verge of being profitable. Although
profitability is an element of "gainful," Hall said it wasn't
controlling.

The case is Larson v. Sharp (In re Sharp), 13-053, U.S. Bankruptcy
Appellate Panel for the Tenth Circuit (Denver).


* Barnes & Thornburg Nabs Akin Gump Appellate Pro
-------------------------------------------------
Barnes & Thornburg LLP announced today that L. Rachel Lerman, Esq.
-- Rachel.Lerman@btlaw.com -- has joined the firm's Litigation
Department as a partner in the Los Angeles office. Previously,
Lerman was a partner at Akin Gump Strauss Hauer & Feld LLP.

Lerman focuses her practice on appellate and trial strategy in
complex civil cases. She has handled more than 100 appeals in
state and federal courts nationwide in a broad range of practice
areas, including commercial litigation, bankruptcy, patent,
trademark and trade secret law, insurance, white collar, and
family law.

"Rachel has a great deal of experience working with trial counsel
and has more than 20 years of experience litigating complex
matters and handling all aspects of state and federal appeals,"
said Bill McErlean, chair of the firm's Litigation Department.
"Her arrival immediately strengthens our West Coast litigation
capabilities and our national trial practice."

"As our office continues to grow through the addition of
impressive legal talent, we're pleased to welcome a practitioner
of Rachel's caliber to the firm," added David Allen, managing
partner of Barnes & Thornburg's Los Angeles office.

The Los Angeles office currently has 31 attorneys who practice in
a number of areas, including complex litigation, labor and
employment, intellectual property and corporate matters. In
addition, the group includes an Entertainment and Music practice
that represents some of the most recognizable artists, brands and
companies in the entertainment industry. The group has experience
in the business needs of the advertising, film, live events,
sports, music, technology, television and videogame industries.

                    About L. Rachel Lerman

Lerman has received numerous awards and honors, including
selection to the Los Angeles Magazine "Super Lawyers" list every
year from 2003-2014 and receipt of the ACLU's First Amendment
Award in 2012. She is admitted to practice law in the state of
California and before the U.S. Supreme Court, all federal Courts
of Appeals, and the California District Courts. She previously
clerked for the late Honorable T.G. Nelson for the Ninth Circuit
Court of Appeals.

Lerman is active on community and professional boards, including
the executive board of the Constitutional Rights Foundation. She
also is a member of the California Academy of Appellate Lawyers
and the Los Angeles County Bar Association's Appellate Courts
committee, and frequently volunteers as a mock trial judge and
coach for college and high school students.

Lerman earned her B.A. from Yale College, her M.A. and M.F.A. from
Syracuse University, and her J.D. from University of California,
Berkeley Boalt Hall School of Law. She advanced to doctoral
candidacy at U.C. Berkeley in Jurisprudence & Social Policy.
During law school, Lerman served as an editor for the Berkeley
Women's Law Journal and was a Schurman Scholar for International &
Comparative Law at the Universitaet Heidelberg in Heidelberg,
Germany.


* BofA Settles With FGIC over Second-Lien Mortgage Securities
-------------------------------------------------------------
Christina Rexrode, writing for The Wall Street Journal, reported
that Bank of America Corp. said that it settled mortgage-backed
securities claims with the monoline insurer Financial Guaranty
Insurance Co.  The bank said it had settled seven of the nine
trust settlements and expected to pay a total of about $950
million. The bank also said that the expenses were covered by
legal reserves.

According to the report, legal expenses pushed Bank of America to
a first-quarter loss. The bank said it had a $6 billion litigation
expense for the quarter, up from $2.2 billion in the same period a
year ago, the report related.

Of that, about $3.6 billion was related to the bank's settlement
last month with the Federal Housing Finance Agency, where the bank
agreed to pay some $9.5 billion to settle accusations that it had
misled Fannie Mae and Freddie Mac about the quality of mortgage-
backed securities it was selling, the report further related.  The
bank had previously estimated that the FHFA settlement would cut
earnings by about $3.7 billion before taxes.

The bank has now settled with four of the five monoline insurers
that had sued the bank over mortgage-backed securities, the report
added.


* Carlton Fields Opens LA Office, Adds 2 Ex-Steptoe Attys
---------------------------------------------------------
Carlton Fields Jorden Burt announced on April 16, 2014, that it
has opened an office in Los Angeles, California.

"We have substantial clients, cases, and transactions in
California. So opening an office in Los Angeles is a natural
progression of our growth," said Gary L. Sasso, President and CEO
of Carlton Fields Jorden Burt.

He added, "Our class action defense practice, in particular, has
driven us into California, where many such cases are filed. We
anticipate other synergies as well. California, Florida, and New
York, for example, are international hubs, and they have strong
financial services, real estate, technology, and health care and
life sciences sectors."

Carlton Fields Jorden Burt has a national practice in class action
defense, high-stakes trial and appellate litigation, business
transactions, regulatory representation, white collar defense, and
government investigations serving key industries, including
insurance, financial services, securities, health care, banking
and consumer finance, real estate and commercial finance,
construction, technology, and telecommunications. The firm also
handles litigation and business transactions for international
clients throughout the world.

The firm's L.A. office will be led by Mark A. Neubauer. Eight
years ago, Neubauer opened Steptoe & Johnson's Century City office
and, as the office's managing partner, grew it to more than 35
attorneys. Three years ago, he was named national head of
Steptoe's Commercial Litigation practice group, the third largest
group in that firm.  Neubauer also has previously served on
Steptoe's Executive Committee.

"Mark knows this market well, and he is extremely able", Sasso
said. "We are confident he will help us establish and grow a
strong presence in California."

"Gary Sasso and I have been close friends for more than 20 years,"
Neubauer added. "The chance to work with him and the other great
lawyers at Carlton Fields Jorden Burt was too attractive an
opportunity to pass up. I have enjoyed my time with Steptoe a
great deal and working with my wonderful colleagues there, but I
am excited about the opportunity of taking on this new challenge."

Neubauer focuses his practice on sophisticated litigation
including commercial, securities, antitrust, real estate,
employment, and entertainment.  He has successfully tried numerous
jury and bench cases in both state and federal courts during his
30-plus years of practice.

Neubauer's legal skills have been repeatedly recognized.  In 2010,
his jury trial victory for Johnson & Johnson was chosen one of the
"Top 10 Defense Verdicts" of the year in California.  He has
consistently been named one of the "Bet the Company Commercial
Lawyers" in California by Best Lawyers of America and to the Los
Angeles Daily Journal's list of "Top Labor & Employment Lawyers"
in California.

Neubauer has also held a number of leadership positions with the
American Bar Association (Vice Chair of the ABA Standing Committee
on Publications and ABA Journal Board of Editors), the California
State Bar (State Bar Litigation Section Chair), Association of
Business Trial Lawyers (President) and the Los Angeles County Bar
Association (Assistant Vice President).

A member of the California State and the District of Columbia Bar,
Neubauer received his J.D. from UCLA School of Law and his M.S.
and B.S., with distinction, from Northwestern University's Medill
School of Journalism. He is a former reporter with the Miami
Herald.

Meredith M. Moss will also join the office as a shareholder. She
concentrates her practice on employment counseling and complex
business litigation matters including employment, unfair
competition, intellectual property, Proposition 65 litigation,
entertainment, bankruptcy and other commercial disputes. She
assists clients in pre-litigation counseling and in all phases of
litigation and appeals in both state and federal courts as well as
administrative proceedings.  She represents national and
multinational corporations, including manufacturing, technology,
hospitality and entertainment companies, and high-net worth
individuals.

Moss is a member of the California State Bar (Employment Law
Section) and the American Bar Association.   She received her J.D.
from the University of Virginia School of Law, and her B.A., summa
cum laude, from Pepperdine University.  Moss received the Pro Bono
Civil Rights Award from ACLU Foundation in recognition of her work
on behalf of indigent Los Angeles County residents in need of
hospital services in Harris v. Los Angeles County Board of
Supervisors.

The Carlton Fields Jorden Burt L.A. office is located in the
Century Plaza Towers, 2029 Century Park East, Suite 2000, Los
Angeles, CA 90067. The telephone number of the office is
310.651.2147.


* Circuit Pulls Back on Fee Denial for Stay Violation
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco backed off
somewhat from an opinion in 2010 limiting attorneys' fees someone
could recover when a creditor violates the so-called automatic
stay.

According to the report, the case revolved around Section 362(k)
of the Bankruptcy Code which gives an individual bankrupt the
right to damages and attorneys' fees for a willful violation of
the automatic stay barring actions by creditors to glom property.
In Sternberg v. Johnston in 2010, the Ninth Circuit in San
Francisco ruled that the bankrupt couldn't recover attorneys' fees
incurred in seeking damages for a stay violation, the report
related.

In a 2-1 opinion, U.S. District Judge Paul Huck from Miami,
sitting by designation on the circuit bench, concluded that the
new case had different facts justifying a different result and
allowing recovery of attorneys' fees, the report further related.

In Sternberg, the stay violation had been remedied before the
bankrupt sued to recover damages, the report said.  The appeals
court concluded that the fees weren't recovered from the stay
violation itself. Rather, they resulted from the effort to recover
damages.

The case is America's Servicing Co. v. Schwartz-Tallard (In re
Schwartz-Tallard), 12-60052, U.S. Court of Appeals for the Ninth
Circuit (San Francisco).


* Citigroup Received Mixed Signals On "Stress Test"
---------------------------------------------------
Reuters reported that the Federal Reserve indicated to Citigroup
Inc. that the bank would get more time to fix certain "stress
test" planning problems before rejecting its capital plan last
month, people close to the company said.

The Fed had agreed to give Citigroup a 2015 deadline to address a
series of shortcomings identified by the regulator in the wake of
the 2013 test, the Wall Street Journal said.

Executives at Citigroup received mixed messages from the Fed and
were taken aback after the bank failed to get the nod on its
capital plan in March, the Journal reported.  Reuters recalled
that the Federal Reserve in March rejected Citigroup's plans to
buy back $6.4 billion of shares and boost dividends, saying the
bank is not sufficiently prepared to handle a potential financial
crisis.


* Homestead Rights Limited for Non-Bankrupt Spouse
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if a couple in Texas have owned a home for less than
1,215 days and only one spouse files for bankruptcy, the non-
bankrupt spouse can't bar sale of the home by asserting her
homestead right, a federal appeals court in New Orleans ruled on
April 9.

According to the report, writing for a three-judge panel of the
U.S. Court of Appeals in New Orleans, U.S. Circuit Judge Priscilla
R. Owen, using analogy to tax law, said federal bankruptcy law
takes precedence over state homestead law.  She pointed to a Texas
Supreme Court case saying that a federal tax lien can be
foreclosed against a homestead, the report related.

Owen upheld the district court's conclusion that the non-bankrupt
wife couldn't bar the sale using her homestead rights, the report
further related.  She wasn't entitled to compensation beyond the
exemption of about $136,000 provided at the time under Section
522(p) of the Bankruptcy Code, the report added.

The case is Kim v. Dome Entertainment Center (In re Kim), 10-
10882, U.S. Court of Appeals for the Fifth Circuit (New Orleans).


* New Bankruptcy Fees to Take Effect June 1
-------------------------------------------
The Judicial Conference of the United States has approved several
bankruptcy related fee increases at its March 2014 session.  These
fee increases will take effect starting June 1, 2014.

The fee for filing a complaint will increase to $350, except:

   * If the trustee or debtor-in-possession files the complaint,
     the fee must be paid only by the estate, to the extent there
     is an estate.

   * This fee must not be charged if -- the debtor is the
     plaintiff; or a child support creditor or representative
     files the complaint and submits the form required by
     Section 304(g) of the Bankruptcy Reform Act of 1994.

The Administrative fee for new bankruptcy cases and for filing a
motion to divide a bankruptcy case is currently $46 across all
bankruptcy case types.  Beginning in June, the fee will differ
based on chapter using the following breakdown:

* For filing a petition under Chapter 7, 12, or 13, $75

            Overall chapter 7 filing fee becomes $335

            Overall chapter 12 filing fee becomes $275

            Overall chapter 13 filing fee becomes $310

* For filing a petition under Chapter 9, 11, or 15, $550.

            Overall chapter 9, 11 and 15 filing fee becomes $1717

* When a motion to divide a joint case under Chapter 7, 12, or 13
  is filed, $75.

            Overall fees match fees for new case filings under
            these chapters

* When a motion to divide a joint case under Chapter 11 is filed,
  $550.

            Overall fees match the fees for filing new cases under
            these chapters


* Rent Rising Out of Reach for U.S. Middle Class
------------------------------------------------
Shaila Dewan, writing for The New York Times, reported that for
rent and utilities to be considered affordable, they are supposed
to take up no more than 30 percent of a household's income. But
that goal is increasingly unattainable for middle-income families
as a tightening market pushes up rents ever faster, outrunning
modest rises in pay.

According to the report, the strain is not limited to the usual
high-cost cities like New York and San Francisco. An analysis for
The New York Times by Zillow, the real estate website, found 90
cities where the median rent -- not including utilities -- was
more than 30 percent of the median gross income.

In Chicago, rent as a percentage of income has risen to 31
percent, from a historical average of 21 percent, the report
related.  In New Orleans, it has more than doubled, to 35 percent
from 14 percent. Zillow calculated the historical average using
data from 1985 to 2000.

Nationally, half of all renters are now spending more than 30
percent of their income on housing, according to a comprehensive
Harvard study, up from 38 percent of renters in 2000, the report
further related.  In December, Housing Secretary Shaun Donovan
declared "the worst rental affordability crisis that this country
has ever known."

Apartment vacancy rates have dropped so low that forecasters at
Capital Economics, a research firm, said rents could rise, on
average, as much as 4 percent this year, compared with 2.8 percent
last year, the report added.  But rents are rising faster than
that in many cities even as overall inflation is running at little
more than 1 percent annually.


* Settlement Prevents New York Apartments' Foreclosure
------------------------------------------------------
Laura Kusisto, writing for The Wall Street Journal, reported that
the owners of 1,700 below-market apartments in New York City have
struck a deal with their lenders and the state attorney general's
office to rescue the portfolio from foreclosure and bring in new
management.

According to the report, the so-called Three Borough Pool was the
largest portfolio to face financial problems since a number of
owners of low-cost apartments ran into trouble around the time of
the recession, and its difficulties drew the attention of New York
Attorney General Eric Schneiderman.

The unusual settlement with the owners will provide each tenant
with a one-time $600 a month rent rebate -- to compensate them for
illegal fees and overcharges -- and require the owner to resolve
all building code violations within a year, the report related.

The owners, Normandy Real Estate and Westbrook Partners, will get
rid of David Kramer, who managed the more than 40 buildings, and
bring in Bronx-based Langsam Property Services Corp., the report
further related.

"The current ownership proactively worked with the attorney
general's office to reach an agreement to move down a path toward
remedying the past manager's issues and to provide tenants with a
new property manager. . . ," said a spokesman for the owners, the
report added.


* Sufficient Liquidity Portends No Increase in Defaults
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the junk-bond default rate declined in the first
quarter to 1.7 percent among non-financial U.S. companies,
compared with a default rate of 2.2 percent at the end of 2013,
according to a report from Moody's Investors Service.

According to the Bloomberg report, the first quarter had seven
defaults: five bankruptcies and two so-called distressed
exchanges.

Defaulted debt totaled $3 billion in the first quarter, compared
with $7 billion in defaults by nine companies in the first quarter
of 2013, the report related.  The largest single default so far
this year was by Sorenson Communications Inc. with debt of $1.3
billion, the report further related.

Moody's, according to Mr. Rochelle, ascribed the low default rate
to "issuer-friendly credit markets" allowing companies with B3 or
Caa1 ratings to refinance maturing debt.


* U.S. Regulators Examining Departures at Mortgage Registry
-----------------------------------------------------------
Jesse Hamilton, writing for Bloomberg News, reported that as the
rest of the housing industry recovers, a little-known firm with a
key role in U.S. mortgage finance remains stuck in limbo,
wrestling with regulators, lawsuits and the departures of senior
employees.

According to the report, the turbulence feeds uncertainty about
the fate of Mortgage Electronic Registrations Systems Inc., or
MERS, which documents the ownership and resale of about half of
U.S. home loans. A breakdown could force clients such as Fannie
Mae and Bank of America Corp. to make costly changes to their loan
businesses.

Management hasn't completed fixes promised in a broad 2011 U.S.
settlement designed to stop foreclosure abuses, the report said,
citing two people briefed on MERS' operations. Regulators rejected
one of the firm's consultants as unqualified and are examining why
four employees hired to help with reforms -- including the chief
legal officer -- recently quit, said the people, speaking on
condition of anonymity because the matter is private.

The closely held Reston, Virginia-based firm, a unit of Merscorp
Holdings Inc., is also facing scores of lawsuits and state probes
that challenge its business model as well as the legality of its
filings in hundreds of county courthouses, the report further
related.

"Merscorp Holdings Inc. has an unwavering commitment to work with
regulators under the consent order and to take all necessary steps
to make the company and our members stronger," President and Chief
Executive Officer Bill Beckmann said in an e-mailed statement, the
report added. He said the company can't comment on personnel or
its communications with U.S. agencies.


* Vexatious Litigant Determined by Objective Standard
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a "vexatious litigant" can't be let off the hook
because her feelings were "heartfelt," the U.S. Bankruptcy
Appellate Panel in San Francisco ruled on April 11 in reversing a
decision by a bankruptcy judge.

According to the report, the case involved a woman whose Chapter
11 plan was set aside in the court of appeals. Her case was
converted to a Chapter 7 litigation where she fought the trustee
for five years, opposing almost every initiative and repeatedly
appealing or seeking rehearing.

Frustrated, the trustee went to the bankruptcy judge and sought a
ruling denying her standing, or the right to appear in any matter
that didn't involve her directly, the report related.  The
bankruptcy judge denied the motion, and the trustee appealed.

The unsigned opinion by the three-judge Appellate Panel reversed
the bankruptcy judge, saying he should have used powers under
Section 1651(a) of the Judiciary Code, known as the All Writs Act,
to enjoin the bankrupt from filing papers without first obtaining
court approval, the report further related.  The bankruptcy judge
declined to enjoin vexatious litigation because he said he
believed her filings were "heartfelt," the report added.  The
Appellate Panel said that was an error because motive is
determined on an objective basis.

The case is Richardson v. Melcher (In re Melcher), 13-1168, U.S.
Bankruptcy Appellate Panel for the Ninth Circuit (San Francisco).


* BOND PRICING -- For Week From May 5 to 9, 2014
------------------------------------------------

   Company              Ticker  Coupon Bid Price  Maturity Date
   -------              -----   ------ ---------  -------------
AGY Holding Corp        AGYH        11    98.375     11/15/2014
Alion Science &
  Technology Corp       ALISCI   10.25     72.25       2/1/2015
Allen Systems Group Inc ALLSYS    10.5      53.5     11/15/2016
Allen Systems Group Inc ALLSYS    10.5      53.5     11/15/2016
Avaya Inc               AVYA      9.75    99.652      11/1/2015
Brookstone Co Inc       BKST        13      43.5     10/15/2014
Brookstone Co Inc       BKST        13    52.875     10/15/2014
Brookstone Co Inc       BKST        13        46     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375      40.5     12/15/2014
Caesars Entertainment
  Operating Co Inc      CZR      12.75      50.3      4/15/2018
Champion
  Enterprises Inc       CHB       2.75      0.25      11/1/2037
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Competitive Holdings
  Co LLC                TXU      8.175         4      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55        51     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP     13.125         1       4/2/2018
Federal Home Loan
  Mortgage Corp         FHLMC     4.25    98.862      5/15/2030
Global Geophysical
  Services Inc          GGS       10.5        56       5/1/2017
Global Geophysical
  Services Inc          GGS       10.5      63.5       5/1/2017
James River Coal Co     JRCC     7.875     11.65       4/1/2019
James River Coal Co     JRCC       4.5      4.25      12/1/2015
James River Coal Co     JRCC        10     10.25       6/1/2018
James River Coal Co     JRCC        10         7       6/1/2018
James River Coal Co     JRCC     3.125    12.749      3/15/2018
LBI Media Inc           LBIMED     8.5        30       8/1/2017
MF Global Holdings Ltd  MF        6.25        37       8/8/2016
MF Global Holdings Ltd  MF       1.875        50       2/1/2016
MModal Inc              MODL     10.75        24      8/15/2020
MModal Inc              MODL     10.75        24      8/15/2020
Momentive Performance
  Materials Inc         MOMENT    11.5     31.25      12/1/2016
Motors Liquidation Co   MTLQQ      7.2        11      1/15/2011
Motors Liquidation Co   MTLQQ     6.75        11       5/1/2028
Motors Liquidation Co   MTLQQ    7.375        11      5/23/2048
NII Capital Corp        NIHD        10    35.938      8/15/2016
OnCure Holdings Inc     RTSX     11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Pulse Electronics Corp  PULS         7        80     12/15/2014
Residential
  Capital LLC           RESCAP   6.875        32      6/30/2015
River Rock
  Entertainment
  Authority/The         RIVER        9    27.375      11/1/2018
Savient
  Pharmaceuticals Inc   SVNT      4.75     0.375       2/1/2018
THQ Inc                 THQI         5      43.5      8/15/2014
TMST Inc                THMR         8        17      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     8.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15        33       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      8.83      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5      8.25      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15    33.125       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25         8      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5      7.75      11/1/2016
USEC Inc                USU          3      27.5      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375      56.5       8/1/2016
Western Express Inc     WSTEXP    12.5    72.375      4/15/2015
Western Express Inc     WSTEXP    12.5    72.375      4/15/2015


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***