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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 13, 2014, Vol. 18, No. 131

                            Headlines

ADAMIS PHARMACEUTICALS: Austin Marxe No Longer a Shareholder
ABLEST INC: Select Staffing's Chapter 11 Plan Formally Approved
AEOLUS PHARMACEUTICALS: Modifies Contract with BARDA
AGFEED USA: Court Extends Removal Period to July 9
AKORN INC: Moody's Puts 'B1' CFR on Review for Downgrade

ALCO CORP: Asserts Case Conversion Won't Benefit Creditor
ALION SCIENCE: Further Amends Form S-1 Prospectus
ALLIED IRISH: European Commission Approves Restructuring Plan
ALTEGRITY INC: Moody's Affirms 'Caa2' Corporate Family Rating
AMERICAN AIRLINES: Beats Bondholders in Court Appeal

AMERICAN APPAREL: 1832 Asset Mgt. Holds 6.6% Equity Stake
AMERICAN RESIDENTIAL: S&P Puts 'B-' CCR on CreditWatch Positive
ANACOR PHARMACEUTICALS: Incurs $21.2 Million Net Loss in Q1
APOLLO MEDICAL: Incurs $4.5 Million Net Loss in Fiscal 2014
ARCH COAL: Bank Debt Trades at 2% Off

BAY AREA FIN'L: UST Wants Protective Clauses in Plan Removed
BAY AREA FIN'L: May Sell Bank Shares & Woodland Hills Property
BAY AREA FIN'L: Wants Lombardo Hiring Effective March 2014
BAY AREA FIN'L: Wants Solicitation Period Extended Until Aug. 11
BAY CLUB PARTNERS: Survives Legg Mason's Case Dismissal Bid

BIOFUEL ENERGY: Incurs $805,000 Net Loss in First Quarter
BIOLIFE SOLUTIONS: Incurs $559,000 Net Loss in First Quarter
BION ENVIRONMENTAL: Incurs $773,000 Net Loss in March 31 Quarter
BLUE RIVER LAND: Voluntary Chapter 11 Case Summary
BONDS.COM GROUP: Suspending Filing of Reports with SEC

BONDS.COM GROUP: Oak Investment No Longer a Shareholder
BONDS.COM GROUP: Eugene Lockhart No Longer Owns Common Shares
BONDS.COM GROUP: Patricia Kemp No Longer a Shareholder
BRIGHT HORIZONS: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
BROADVIEW NETWORKS: Incurs $3.1 Million Net Loss in First Quarter

BROOKSTONE HOLDINGS: Objections to KERP Filed
BROOKSTONE HOLDINGS: Bondholders Oppose Financing With Roll-Up
BUSINESSCHASE INC: Case Summary & 2 Unsecured Creditors
BUILDERS FIRSTSOURCE: Moody's Hikes Corp. Family Rating to 'B3'
CAESARS ENTERTAINMENT: Amends Current Report on Tender Offers

CAESARS ENTERTAINMENT: Incurs $386.4 Million Net Loss in Q1
CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
CAESARS ENTERTAINMENT: S&P Assigns 'CCC-' Rating to $1.75BB Loan
CANYON COS: S&P Assigns Preliminary 'B' CCR; Outlook Stable
CENTRAL ENERGY: Douglas Weir Named General Partner CFO

CESAR E. MENDOZA: 50% Stake in Rise and Shine to Be Sold Friday
CHRIST HOSPITAL: Former Employee's Suit v. Hudson Hospital Stayed
CHRYSLER GROUP: Swings to a Loss on Charges
CLEAR CHANNEL: Unit Closes Offering of $850 Million Senior Notes
COLOREP INC: Seeks to Dismiss Chapter 11 Case

COMMUNITY FIRST: Posts $457,000 Net Income in First Quarter
COMMUNITYONE BANCORP: Files Form 10-Q, Earns $1.3-Mil. in Q1
COMSTOCK RESOURCES: Moody's Rates $100MM Sr. Unsecured Notes 'B3'
COMSTOCK RESOURCES: S&P Retains 'B' CCR Following $100MM Add-On
CONQUEST SANTA FE: Foreclosure Sale Set for May 21

COTTONWOOD ESTATES: Hires Daines Goodwin as Accountants
CRYOPORT INC: Has Private Offering of $291,808 Securities
CUBIC ENERGY: Amends Reports with SEC
CURO HEALTH: Moody's Assigns 'B3' Corporate Family Rating
CURO HEALTH: S&P Assigns 'B' CCR; Outlook Stable

CUSTOM CONSTRUCTION: Subdivision Lots to Be Sold on Thursday
DEEPAL WANNAKUWATTE: Pleads Guilty in $150-Mil. Ponzi Scheme
DESIGNER DOORS: Guarantors' Transfer of Asset Violates UFTA
DETROIT, MI: Pensions vs. Art in Chapter 9
DIOCESE OF HELENA: Court Fixes Aug. 11 as Claims Bar Date

DIOCESE OF HELENA: May 14 Hearing on Ursuline Stay Motion
DOLAN COMPANY: Peter J. Solomon Approved as Investment Banker
DOLAN COMPANY: Zolfo Cooper's Nysrom Okayed as CRO
DOTS LLC: May Assume and Assign Leases to Rainbow Southeast
DOTS LLC: Pearson Simon Okayed as Special Litigation Counsel

DTS8 COFFEE: Alexander Liang Named Board Chairman
DRONE AVIATION: Incurs $225,000 Net Loss in First Quarter
E. H. MITCHELL: UST Seeks to Convert or Dismiss Ch.11 Case
ECOTALITY INC: May File Plan Next Week; Seeks More Exclusivity
ECOTALITY INC: To Settle Claims Dispute With Nissan

EDENOR SA: General Shareholders Meeting Held
EDUCATION MANAGEMENT: S&P Lowers CCR to 'CCC-'; Outlook Negative
ELEPHANT TALK: Presented at Sidoti Conference
EMPIRE RESORTS: Points Program to Benefit Local Businesses
ENDEAVOUR INTERNATIONAL: Incurs $45.3 Million Loss in 1st Quarter

ENDICOTT INTERCONNECT: Has Sept. 3 Exclusive Solicitation Period
ENERGY FUTURE: Defends Decision to File Bankruptcy in Delaware
ENERGY FUTURE: Commences Cash Tender Offer for 2nd Lien Notes
ENERGYSOLUTIONS INC: Proposes to Refinance Existing Debt
ENGLOBAL CORP: Posts $1.8 Million Net Income in First Quarter

EURAMAX HOLDINGS: Incurs $19.3 Million Net Loss in First Quarter
EVERGREEN AVIATION: Trustee Seeks Nod for $4MM Asset Sale
EXIDE TECH: Amends Employment of Newmark Midwest
EXIDE TECH: Court Approves Accord With Noteholders, WF and BofA
FANNIE MAE: Posts $5.3 Billion Net Income in First Quarter

FINJAN HOLDINGS: Incurs $2 Million Net Loss in First Quarter
FINJAN HOLDINGS: Director Ed Gildea Quits
FIRSTENERGY TRANSMISSION: S&P Rates $1BB Revolver Unsec. Debt BB+
FIRST SECURITY: Files Form 10-Q, Incurs $45,000 Loss in Q1
FREE LANCE-STAR: Can Access DSP's Cash Collateral Until August 1

FREEDOM INDUSTRIES: Court Vacates May 27 Claims Bar Date
GANNETT CO: S&P Affirms 'BB' CCR & Rates $1.3BB Facility 'BB'
GENCO SHIPPING: Hedge Funds Buy Company's Stock
GENERAL MOTORS: Offers Dealers $5,000 to Promote Test Drives
GLOBALSTAR INC: Widens Net Loss to $250.5 Million in 1st Quarter

GLOBALSTAR INC: Widens Net Loss to $250.5-Mil. in First Quarter
GOLDEN LAND: Files for Chapter 11 in Brooklyn
GOLDON RESOURCES: Completes Shares-for-Debt Settlement
GREEN EARTH: Appoints Mr. Walter Raquet to Interim CEO Position
GREYSTONE LOGISTICS: Robert Rosene Holds 16.6% Equity Stake

GREYSTONE LOGISTICS: CEO Reports 31.4% Equity Stake
GSE ENVIRONMENTAL: Section 341(a) Meeting Set on June 2
GSE ENVIRONMENTAL: Meeting to Form Creditors' Panel Set for May 16
HAMPTON ROADS: Posts $3.6 Million Net Income in First Quarter
HERON LAKE: Published Newsletter to Unitholders

HILAND PARTNERS: Moody's Hikes Sr. Notes Rating to 'B2'
HILAND PARTNERS: S&P Assigns 'B' Rating to $225MM Sr. Unsec. Notes
HORIZON LINES: Incurs $26.2 Million Net Loss in First Quarter
HYDROCARB ENERGY: Board OKs 3:1 Reverse Common Stock Split
INDUSTRIAL DEVELOPMENT: Moody's Cuts Rating to Caa2; Outlook Neg.

INVESTORS CAPITAL: Court Enters Final Decree Closing Ch. 11 Case
ISTAR FINANCIAL: Apollo Management Reports 7.3% Equity Stake
INTERNATIONAL TEXTILE: Reports $13.3MM Net Loss in 1st Quarter
JACK AND MICHELLE: Foreclosure Sale Set for Friday
JACKSONVILLE BANCORP: Posts $26,000 Net Income in 1st Quarter

JACOBY & MEYERS: Wants Involuntary Bankruptcy Sent to Chicago
JAMES CLARK GEORGE: Foreclosure Sale Set for June 27
JAMES RIVER: Court Okays Sale Protocol; Bids Due May 22
JAMES RIVER: To Pay Critical Vendor Up to $7.5 Million
JAMES RIVER: Can Access $110MM DIP Loan Over Panel's Objection

KELSO TECHNOLOGIES: Gets Conditional Listing Approval From TSX
KEMET CORP: Incurs $15.2 Million Net Loss in Fourth Quarter
LEVEL 3: Files Form 10-Q, Posts $112-Mil. Net Income in Q1
LEXINGTON REALTY: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
LIFE CARE: Glenmoor Retirement Community Implements Plan

LIQUIDMETAL TECHNOLOGIES: Incurs $3.9 Million Net Loss in Q1
MASON COPPELL: Taps Deloitte Transactions to Provide CRO
MASON COPPELL: Creditors' Panel Hires Cox Smith as Counsel
MCCLATCHY CO: Closes $34-Mil. Sale of Anchorage Daily News
MCCLATCHY CO: Incurs $15.8 Million Net Loss in First Quarter

MEE APPAREL: Creditors' Panel Hires Otterbourg PC as Counsel
MERITAGE HOMES: Fitch Raises IDR to 'BB-' and Revises Outlook
METRO-GOLDWYN-MAYER: S&P Revises Outlook to Pos. & Affirms B+ CCR
MF GLOBAL: Judge Axes Execs' Appeal of Customer Pay Ruling
MGM RESORTS: Reports $191.6 Million Net Income in First Quarter

MICROVISION INC: Reports $8 Million Net Loss in First Quarter
MISSION NEW ENERGY: Notifies Change of Share Register
MOBILESMITH INC: Sells $510,000 Convertible Notes
MODERN PRECAST: Liquidating Trustee Balks at Case Conversion Bid
MORGANS HOTEL: Files Form 10-Q, Incurs $28.5MM Loss in Q1

MORGANS HOTEL: Yucaipa Parties May Approve Any Sale Transaction
MORGANS HOTEL: Incurs $28.5 Million Net Loss in First Quarter
MORGANS HOTEL: Yucaipa Parties Complain Over Observation Rights
NC COMMUNICATIONS: Case Summary & 8 Largest Unsecured Creditors
NE OPCO: Committee Defends Trust Agreement

NEOMEDIA TECHNOLOGIES: YA Global Waives Breach Under Agreements
NET TALK.COM: Reports $4.8 Million Net Loss in 2013
NEWLEAD HOLDINGS: Incurs $158.2 Million Net Loss in 2013
NEWLEAD HOLDINGS: MGP Wants Additional 12.4MM Settlement Shares
NORTEL NETWORKS: Battle Over Billions Begins In US, Canada Courts

NPS PHARMACEUTICALS: Incurs $6.6 Million Net Loss in 1st Qtr.
NPS PHARMACEUTICALS: Stockholders Elect 8 Directors
OHCMC-OSWEGO: Taps CBRE Inc. to Provide Brokerage Services
PACIFIC VECTOR: OSC Grants Temporary Management Cease Trade Order
PARKER BROS: Owners Fail in Bid to Reopen BB&T Suit

PEABODY ENERGY: S&P Lowers Corp. Credit Rating to 'BB-'
PETRON ENERGY: Incurs $2.2 Million Net Loss in First Quarter
POLYPORE INTERNATIONAL: Moody's Withdraws B1 Corp. Family Rating
PORTER BANCORP: Files Form 10-Q, Incurs $976,000 Loss in Q1
QUALITY DISTRIBUTION: Files Form 10-Q, Posts $3.1MM Income in Q1

QUANTUM CORP: Incurs $14.4 Million Net Loss in Fourth Quarter
QUICKSILVER RESOURCES: Eli Weinberg Holds 10.6% Equity Stake
QUICKSILVER RESOURCES: Eli Weinberg Holds 9.9% Equity Stake
QUIZNOS: Bankruptcy Judge Confirms Prepackaged Plan
RADIOSHACK CORP: Unable to Agree With Lenders on Closure Program

RADIOSHACK CORP: Soohyung Kim Reports 9.8% Equity Stake
RESTORGENEX CORP: Obtains $13.6 Million From Private Placement
REVOLUTION DAIRY: Case Closed; Affiliate Bliss Dairy's Still Open
RIH ACQUISITION: Wins Confirmation of Liquidation Plan
RIH ACQUISITION: ACE Electric Drops Bid to Enforce Consent Order

RIH ACQUISITION: Ernst & Young Okayed as Non-Legal OCP
ROBERT MARC EDELMAN: Drexel Highlander Wins Favorable Judgment
SAN BERNARDINO, CA: Continues Fight Against CalPers
SEARS HOLDINGS: Stockholders Elect Seven Directors
SI ORGANIZATION: Moody's Assigns B3 CFR; Outlook Revised to Neg.

SIMPLY WHEELZ: $100 Million in Auto Loans Approved
SINCLAIR BROADCAST: Posts $27.6-Mil. Net Income in First Quarter
SKYLINE MANOR: Files for Chapter 11 in Omaha
SKYLINE MANOR: Section 341(a) Meeting Set on June 11
STANADYNE HOLDINGS: Cancels Registration of Discount Notes

STELLAR BIOTECHNOLOGIES: Hires Investor Relations Consultant
STEREOTAXIS INC: Incurs $4.1 Million Net Loss in First Quarter
STOCKTON, CA: Trial to Determine Exit From Chapter 9 Commences
SUN BANCORP: Incurs $1.9 Million Net Loss in First Quarter
SYMPHONY TELECA: Moody's Assigns 'B2' CFR; Outlook Stable

TEXAS COMPETITIVE: S&P Assigns 'BB+' Rating to $4.475BB Facility
THERAPEUTICSMD INC: Files Form 10-Q, Incurs $9.2MM Net Loss in Q1
TOP SHELF BRAND: Finalizes Acquisition of Dziaq and Besado
TOYS R US: Bank Debt Trades at 15% Off
TRANSGENOMIC INC: Incurs $4.2 Million Net Loss in First Quarter

TRAVELPORT HOLDINGS: Incurs $29 Million Net Loss in 1st Quarter
TRIAD GUARANTY: Exclusive Periods Extension Approved
TRIPLANET PARTNERS: Files for Chapter 11 in White Plains, NY
TRIPLANET PARTNERS: Section 341(a) Meeting Scheduled for June 11
TXU CORP: 2014 Bank Debt Trades at 24% Off

TXU CORP: 2017 Loan Trades at 24% Off in Secondary Market
UNI-PIXEL INC: Incurs $6.2 Million Net Loss in First Quarter
UNIVERSAL COOPERATIVES: Files Voluntary Ch. 11 Bankruptcy Petition
UNIVERSAL COOPERATIVES: Case Summary & 30 Top Unsecured Creditors
USEC INC: Delays Disclosure, Gets Final Loan Approval

VERTELLUS SPECIALTIES: S&P Revises Outlook & Affirms 'CCC+' CCR
WAFERGEN BIO-SYSTEMS: Incurs $2.5 Million Net Loss in Q1
WALTER ENERGY: Bank Debt Trades at 3% Off
WARNER MUSIC: Reports $60 Million Net Loss in Second Quarter
WASFI A. MAKAR: Cancer Center Assets to Be Sold Today

WEST CORP: Chief Financial Officer to Retire in 2015
WESTMORELAND COAL: Offers to Purchase $22.1 Million Notes
WESTMORELAND COAL: Trusts to Sell 700,000 Common Shares
WIZARD WORLD: Posts $692,000 Net Income in First Quarter
WORLD SURVEILLANCE: Transfers 100% Stake in LTAS to Parent

ZALE CORP: Investors Say Signet Merger Consideration Inadequate
ZOGENIX INC: Incurs $20.9 Million Net Loss in First Quarter

* BofA, NYSE, Brokerages Sued over High-Frequency Trading
* CFPB Zeroes In On Student Loan 'Auto Default' Complaints
* Education Dept. Proposes New PLUS Loan Standards
* Mortgage Lenders Ease Rules for Home Buyers in Hunt for Business

* Large Companies With Insolvent Balance Sheets


                             *********


ADAMIS PHARMACEUTICALS: Austin Marxe No Longer a Shareholder
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Austin W. Marxe, David M. Greenhouse and Adam
C. Stettner disclosed that as of April 30, 2014, they ceased to be
the beneficial owner of any shares of common stock of Adamis
Pharmaceuticals Corporation.  The reporting persons previousy
owned 525,000 shares of common stock at Dec. 31, 2013.  A copy of
the regulatory filing is available at http://is.gd/HXpcsJ

                            About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.

As of Dec. 31, 2013, the Company had $14.76 million in total
assets, $4.66 million in total liabilities and $10.09 million in
total stockholders' equity.

                         Bankruptcy Warning

"Our management intends to address any shortfall of working
capital by attempting to secure additional funding through equity
or debt financings, sales or out-licensing of intellectual
property assets, seeking partnerships with other pharmaceutical
companies or third parties to co-develop and fund research and
development efforts, or similar transactions.  However, there can
be no assurance that we will be able to obtain any sources of
funding.  If we are unsuccessful in securing funding from any of
these sources, we will defer, reduce or eliminate certain planned
expenditures.  There is no assurance that any of the above options
will be implemented on a timely basis or that we will be able to
obtain additional financing on acceptable terms, if at all.  If
adequate funds are not available on acceptable terms, we could be
required to delay development or commercialization of some or all
of our products, to license to third parties the rights to
commercialize certain products that we would otherwise seek to
develop or commercialize internally, or to reduce resources
devoted to product development.  In addition, one or more
licensors of patents and intellectual property rights that we have
in-licensed could seek to terminate our license agreements, if our
lack of funding made us unable to comply with the provisions of
those agreements.  If we did not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that could result in our stockholders losing
some or all of their investment in us.  Any failure to dispel any
continuing doubts about our ability to continue as a going concern
could adversely affect our ability to enter into collaborative
relationships with business partners, make it more difficult to
obtain required financing on favorable terms or at all, negatively
affect the market price of our common stock and could otherwise
have a material adverse effect on our business, financial
condition and results of operations," the Company said in its
quarterly report for the period ended Dec. 31, 2013.


ABLEST INC: Select Staffing's Chapter 11 Plan Formally Approved
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Select Family of Staffing Cos., formally named
Koosharem LLC, got through bankruptcy court in Delaware in less
than six weeks.

According to the report, the bankruptcy judge signed a
confirmation order on May 8, approving a reorganization plan that
had been negotiated in advance.

The Plan revolves around a court-approved restructuring support
agreement between the Debtors and (i) approximately 70% of the
Prepetition First Lien Lenders, representing approximately 82% of
the claims under the Prepetition First Lien Credit Agreement and
(ii) approximately 81% of the Prepetition Second Lien Lenders,
representing approximately 87% of the claims under the Prepetition
Second Lien Credit Agreement; and authorized the Debtors to assume
the so-called "Sorensen Support Agreement."

In order to effectuate the transactions contemplated by the Plan,
Debtor New Koosharem Corporation entered into the Sorensen Support
Agreement with, among others, Shannon Sorensen, Stephanie
Sorensen, John Sorensen, Paul Sorensen, Allyson Sorenson, and the
Sorensen Family Trust U/D/T/ July 26, 1991, as amended.  The
Sorensen Parties agreed agreed to deliver variety of documents,
including the sale of business agreement, the employment
agreement, and the restricted stock award agreement, to complete
all actions contemplated in the Plan.

To finance the continued operation of the Debtors' business and
pay necessary costs, the Debtors received final authority to
obtain postpetition financing up to an aggregate amount of up to
$50 million from Credit Suisse AG, Cayman Islands Branch, as
administrative and collateral agent, and use cash collateral
securing their prepetition indebtedness.  The Debtors also
received interim authority from the Court to use $20 million of
the $50 million DIP financing.

                       About Ablest Inc.

Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.

Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California.  It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states.  The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.

During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers.  For fiscal year 2013, the Debtors
had $2 billion in gross revenue.

The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.

As of April 1, 2014, the Debtors have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million.  Ablest's assets are estimated at $100
million to $500 million.


AEOLUS PHARMACEUTICALS: Modifies Contract with BARDA
----------------------------------------------------
Aeolus Pharmaceuticals, Inc., executed a Modification of Contract
with the Biomedical Advanced Research and Development Authority.
The purpose of the Modification is to (1) make available
$1,777,882 to reimburse the Company for actual costs incurred
under the first three years of its contract with BARDA, (2)
establish an increased provisional indirect billing rate for
FY2014 and the rest of the BARDA Contract period of performance,
and (3) establish a cap on the indirect billing rate for the
remaining contract period of performance.

The Company has submitted an invoice to BARDA for payment of the
$1,777,882.

The effect of the Modification will be (a) to increase the cash
balance of the Company and (b) to increase the billing rate for
indirect costs under the contract.  The Company believes the
combination of the cash payment and increased billing rates will
give it sufficient capital to fund operations for at least two
years.

                   About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Aeolus Pharmaceuticals reported a net loss of $3.20 million on
$3.92 million of contract revenue for the fiscal year ended
Sept. 30, 2013, as compared with net income of $1.69 million on
$7.29 million of contract revenue during the prior fiscal year.
As of Dec. 31, 2013, the Company had $2.75 million in total
assets, $2.48 million in total liabilities and $278,000 in total
stockholders' equity.

Grant Thornton LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company has incurred recurring losses and negative cash
flows from operations, and management believes the Company does
not currently possess sufficient working capital to fund its
operations through fiscal 2014.  These conditions, along with
other matters...raise substantial doubt about the Company's
ability to continue as a going concern.


AGFEED USA: Court Extends Removal Period to July 9
--------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended the time period within which AgFeed
USA LLC and its debtor-affiliates may file notices of removal of
related proceedings until July 9, 2014.

                       About AgFeed Industries

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

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

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

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

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

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

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

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


AKORN INC: Moody's Puts 'B1' CFR on Review for Downgrade
--------------------------------------------------------
Moody's Investors Service placed the ratings of Akorn, Inc.,
including the B1 Corporate Family Rating and B1-PD Probability of
Default Rating under review for downgrade. The rating action
follows Akorn's announcement that it is acquiring VPI Holdings
Corp., the parent company of VersaPharm Incorporated, for $440
million in cash. Akorn will fund the transaction through an
approximate $445 million increase in its existing term loan. The
B1 rating on the senior secured term loan (which is currently $600
million), was also placed under review for downgrade. Moody's
affirmed Akorn's SGL-2 Speculative Grade Liquidity Rating,
reflecting the rating agency's expectation for good liquidity.

Ratings Placed Under Review:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured term loan rating at B1 (LGD 4, 50%)

Rating Affirmed:

Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale

The rating review will focus on Akorn's resulting leverage
following the acquisition of VersaPharm as well as the execution
risk associated with acquiring VersaPharm so shortly after the
acquisition of Hi-Tech Pharmacal (which closed April 17, 2014).
Moody's will consider the strategic fit of VersaPharm's assets and
possible synergies, as well as the benefits of added scale and
product diversity. The review will also focus on the operating
trends and growth outlook for both Akorn and VersaPharm as well as
the company's appetite for future acquisitions in the context of
the rapidly consolidating generic pharmaceutical industry.

The current B1 rating is constrained by Akorn's small size, and
its niche position in the highly competitive generic drug industry
where it competes against significantly larger companies. The
rating is also constrained by risks associated with the injectable
drugs business -- namely the risk of manufacturing or supply
disruptions and regulatory constraints. Further, Moody's believes
that the generic injectable drug industry will become more
competitive as several large companies put increasing focus on
this area.

The B1 rating is supported by Akorn's good diversity by product
and dosage form. Akorn generates a large portion of its sales from
a diversified portfolio of niche ophthalmics, liquids, creams,
nasal sprays and over-the-counter drugs. This portfolio of more
stable -- albeit slower growth -- products will offset the higher
growth and riskier injectable business. The rating is also
supported by the company's solid pipeline of new product launches
which should offset potential near-term declines in fluticasone
and Nembutal -- currently the combined company's two largest
products.

Akorn, Inc. ("Akorn": NASDAQ: AKRX), founded in 1971 and
headquartered in Lake Forest, IL, is a specialty generic
pharmaceutical manufacturer. The company focuses primarily on
generic ophthalmic drugs and injectable drugs for use in
hospitals. Pro forma for Hi-Tech and VersaPharm, the combined
company will generate revenue in excess of $600 million.


ALCO CORP: Asserts Case Conversion Won't Benefit Creditor
---------------------------------------------------------
Alco Corporation responded to PR Asset Portfolio 2013-1
International LLC's objection to the motion to voluntarily dismiss
its Chapter 11 case, stating that PR Asset's request demonstrates
the creditor's attempt to continue thwarting the negotiations
between the Debtor, Betteroads Group and the Bonding Companies.

According to the Debtor, PR Asset seeks an amicable resolution to
all litigation in the lead case, both adversary proceedings before
the Court and the state court litigation.

Both Betteroads Group and the Bonding Companies support the
Debtor's request for the voluntary dismissal since it provides a
viable alternative to resolve the controversies with the key
players of the case and resolve the largest claims held against
the debtor without further litigation.

The Debtor also reaffirms that conversion of the case to Chapter 7
will not provide any benefit to creditors, including PR Asset.

As reported in the Troubled Company Reporter on May 7, 2014, PR
Asset said the Debtor's only intention through the voluntary
dismissal is to continue with its liquidation without supervision
of the Court and in detriment of creditors.  PR Asset related that
it has a lien over all of the Debtor's asset by virtue Banco de
Popular de Puerto Rico's transfer of its claim against the Debtor
to PR Asset.

PR Asset complained that by entering into a stipulation with the
Bonding Companies, the Debtor unlawfully attempted to infringe on
PR Asset's existing liens and security interests.  PR Asset cited
that the Debtor purported to grant the Bonding Companies with
adequate protection in the form of a valid, first rank lien, in
the Debtor's cash collateral.  Moreover, PR Asset contended, the
Debtor accepts that it mismanaged the estate when it admits that
it has ceased operations in the Canovanas Asphalt Plan.  PR Asset
is convinced that the appointment of a Chapter 7 trustee will
allow payment to be obtained in an efficient and organized manner.

The Debtor, in its motion, said the dismissal of the case will
benefit of all creditors and parties-in-interest so as to allow it
to resolve all pending matters outside of bankruptcy and continue
with the implementation of its confirmed plan of reorganization.
The Debtor believe the dismissal will allow it to resolve more
efficiently all matters with Betteroads Asphalt, secured creditor
PR Asset and the bonding companies -- Travelers Casualty and
Surety Company, Reliance Insurance Company and MAPFRE PRAICO
Insurance Company.

BRA and the Debtor were involved in state court litigation over
the collection of monies against the Debtor and its principals.
BRA also appealed the Bankruptcy Court's confirmation order on the
Debtor's Plan.  The parties were eventually able to arrive at a
settlement in 2013.  However, the Bonding Companies opposed the
settlement.

The Debtor eventually reached a settlement with the Bonding
Companies in January 2014.  That settlement was opposed by PR
Asset.  No settlement has been reached with PR Asset as of
presstime.

As stated in open court at an April 2 hearing, all the parties
except for PR Asset favor the dismissal of the Debtor's case.

The Debtor maintains that if the case is dismissed, PR Asset will
suffer no harm.  PR Asset holds a lien over the Debtor's primary
assets and is said to have obtained a judgment against the Debtor
prior to the bankruptcy filing.  Thus, if dismissal is granted, PR
Asset has the alternative to execute its judgment and obtain an
adequate remedy in law in order to collect the remainder of the
claim which was unpaid.

On the other hand, the Debtor contends, conversion of the case
will burden the estate further since Chapter 7 administrative
expenses will accrue and the litigation in both adversary
proceedings and any other contested matter in the lead case will
continue.

Alco Corp. is presented by:

          Luisa S. Valle Castro, Esq.
          C. CONDE & ASSOCIATES
          254 San Jose Street, 5th Floor
          Old San Juan, Puerto Rico 00901
          Tel No: (787) 729-2900
          Fax No: (787) 729-2203

PR Asset is represented by:

          Ubaldo M. Fernandez, Esq.
          O'NEILL & BORGES LLC
          American International Plaza
          250 Munoz Rivera Ave., Suite 800
          San Juan, Puerto Rico 00918-1813
          Tel No: (787) 764-8181
          Fax No: (787) 753-8944

                       About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D.P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.

Bankruptcy Judge Mildred Caban Flores in Puerto Rico issued an
opinion and order on March 11, 2013, confirming the Amended
Chapter 11 Plan of Reorganization filed by Alco Corporation.  The
Plan considers the full payment of all administrative, secured
creditors and priority claims and a 50% dividend to the general
unsecured creditors on monthly installments within 5 years from
the effective date.


ALION SCIENCE: Further Amends Form S-1 Prospectus
-------------------------------------------------
Alion Science and Technology Corporation amended its Form S-1
registration statement relating to the:

   (a) offer to exchange all of its outstanding $235,000,000
       10.25 percent Senior Notes due 2015 and the related
       guarantees (CUSIP 016275AF6) for an aggregate of:
       up to $235,000,000 of its Third-Lien Senior Secured Notes
       due 2019 and the Related Guarantees and up to $20,000,400
       in Cash and the solicitation of consents; and

   (b) unit offering of up to 8,877 units consisting of an
       aggregate of up to $8,877,000 of its Third-Lien Senior
       Secured Notes due 2019 and the Related Guarantees (together
       with up to 35,508 Warrants to Purchase up to 132,632 Shares
       of Common Stock, subject to increase) available to holders
       of Old Notes.

The Exchange Offer and Consent Solicitation will expire at 9:00
a.m., New York City time, on [   ], 2014 unless extended by the
Company.  Holders who tender Old Notes at or prior to 5:00 p.m.,
New York City time, on [    ], 2014, unless extended by the
Company, will receive an Early Tender Payment.  Tenders of Old
Notes may be withdrawn at or prior to 5:00 p.m., New York City
time, on [   ], 2014, unless extended by the Company.

The Unit Offering will expire on the Early Tender Date.  The
election to purchase Units in the Unit Offering cannot be revoked
except that a valid withdrawal of Old Notes in the Exchange Offer
will be deemed to have revoked any election to purchase Units in
the Unit Offering.

A copy of the Form S-1/A is available for free at:

                        http://is.gd/ZQsREn

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013.  In 2013, Alion Science
incurred a net loss of $36.59 million.

Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities.  The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.

As of Dec. 31, 2013, the Company had $599.39 million in total
assets, $787.09 million in total liabilities, $61.89 million in
redeemable common stock, $20.78 million in common stock warrants,
$130,000 in accumulated other comprehensive loss and a $270.51
million accumulated deficit.

"Our liabilities exceed our assets which makes refinancing our
debt more difficult and expensive.  Operating cash flow is
insufficient to repay the Secured and Unsecured Notes at maturity,
which raises substantial doubt as to the Company's ability to
continue as a going concern," the Company said in the Form 10-Q.

                        Bankruptcy Warning

Management's cash flow projections indicate that absent a
refinancing transaction or series of transactions, the Company
will be unable to pay the principal and accumulated unpaid
interest on its Secured Notes and Unsecured Notes when those
instruments mature in November 2014 and February 2015,
respectively.  On Dec. 24, 2013, Alion entered into an agreement
with the holders of a majority of its Unsecured Notes regarding
certain possible refinancing transactions.

The proposed refinancing transactions involve: replacing Alion's
credit facility; refinancing the Secured Notes with $350 million
in new secured term loans; exchanging our Unsecured Notes for
either new third lien notes and a series of new warrants, or a
limited amount of cash for a portion of Unsecured Notes at a price
below par; payment of accrued and unpaid interest; and obtaining
certain consents from Unsecured Noteholders.

"However, management can provide no assurance that we will be able
to enter into definitive agreements regarding the terms of the
refinancing transactions or conclude a refinancing of our
Unsecured Notes, or that additional financing will be available to
retire or replace our Secured Notes, and if available, that terms
of any transaction would be favorable or compliant with the
conditions for such financing set forth in the Refinancing Support
Agreement.  The Company's high debt levels, of which $332.5
million matures on November 1, 2014 and Alion's recurring losses
will likely make it more difficult for Alion to raise capital on
favorable terms and could hinder its operations.  Further, default
under the Unsecured Note Indenture or the Secured Note Indenture
could allow lenders to declare all amounts outstanding under the
revolving credit facility, the Secured Notes and the Unsecured
Notes to be immediately due and payable.  Any event of default
could have a material adverse effect on our business, financial
condition and operating results if creditors were to exercise
their rights, including proceeding against substantially all of
our assets that secure the Credit Agreement and the Secured Notes,
and will likely require us to invoke insolvency proceedings
including, but not limited to, a voluntary case under the U.S.
Bankruptcy Code," the Company said in its quarterly report for the
period ended Dec. 31, 2013.

                           *     *     *

As reported by the TCR on March 10, 2014, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
McLean, Va.-based Alion Science and Technology Corp. to 'CC' from
'CCC+'.  "The ratings downgrade reflects a capital structure that
matures within 12 months, a currently 'weak' liquidity assessment,
which we revised from 'less than adequate', and our expectation
that we would classify an exchange offer or similar restructuring
undertaken by Alion as distressed," said Standard & Poor's credit
analyst Martha Toll-Reed.


ALLIED IRISH: European Commission Approves Restructuring Plan
-------------------------------------------------------------
AIB welcomes the decision by the European Commission that it has
given final approval under State Aid rules to AIB's Restructuring
Plan.

In arriving at its final decision, the European Commission
acknowledged the significant number of restructuring measures
previously implemented by AIB comprising business divestments,
asset deleveraging, Liability Management Exercises and significant
cost reduction actions.  The restructuring plan covers the period
from 2014 to 2017 and a summary of the principal commitments
required to be given by AIB include:

   * Commitment not to make any material acquisitions until the
     end of the restructuring period.

   * Commitment in respect of non-payment of discretionary coupons
     on capital instruments issued prior to today's decision.

   * Commitment in respect of cost reductions relative to income
     until Dec. 31, 2015.

   * A limitation on AIB's total holdings of Irish Sovereign bonds
     during the restructuring period, excluding those bonds issued
     by NAMA.

   * Restructuring of the loan portfolios of customers who are in
     financial difficulty, based on economic and commercial
     criteria.

   * Commitment in respect of repayment of State Aid prior to the
     end of the restructuring period subject to operating
     performance, regulatory capital requirements and regulatory
     approval.

   * Commitments to operate certain competition measures for a
     period of three years.

These measures apply over various timeframes between now and
December 2017.

Chief Executive Officer David Duffy said, "AIB welcomes today's
announcement by the European Commission in relation to the Bank's
Restructuring Plan approval.  AIB has made significant progress
and has successfully implemented a number of restructuring
measures as the bank progresses with its aim of returning to
profitability this year.  The commitments as outlined are in line
with our existing operational plans.  The Bank remains focused on
delivering against its strategic objectives, while supporting the
ongoing recovery of the Irish economy."

                       About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

AIB reported a loss of EUR1.59 billion in 2013, a loss of EUR3.55
billion in 2012 and a net loss of $2.32 billion in 2011.  At
Dec. 31, 2013, the Company had EUR117.73 billion in total assets,
EUR107.24 billion in total liabilities and EUR10.49 billion in
total shareholders' equity.

Allied Irish Banks filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a loss of
EUR1.59 billion on EUR1.34 billion of net interest income for the
year ended Dec. 31, 2013, as compared with a loss of EUR3.55
billion on EUR1.10 billion of net interest income in 2012.  Allied
Irish incurred a net loss of $2.32 billion in 2011.


ALTEGRITY INC: Moody's Affirms 'Caa2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Altegrity, Inc.'s (Altegrity)
Caa2 corporate family rating (CFR) and the ratings for its
existing debt instruments. Moody's also downgraded Altegrity's
probability of default rating (PDR) to Ca-PD from Caa2-PD,
reflecting elevated probability of default in the near term in
light of the company's announcement of a recapitalization plan.

Ratings Rationale

Moody's will consider Altegrity's exchange offers under the
proposed recapitalization plan announced on May 5, 2014 as
distressed exchanges for its senior unsecured and senior
subordinated debts. Moody's will append Altegrity's probability of
default rating with an "/LD" designation at the close of the debt
exchanges indicating limited default, which will be removed after
three business days. Moody's expects Altegrity's CFR to remain at
Caa2 and the PDR to be revised to Caa2-PD at the close of the
recapitalization. Although debt balances and interest expense will
increase slightly under the recapitalization plan, extension of
debt maturities will allow management additional time to address
the company's weak operating performance.

Moody's analyst Raj Joshi said, "The widening gap between
Altegrity's earnings and debt liabilities will continue to
pressure its credit profile over the intermediate term." The Caa2
CFR reflects Altegrity's elevated risk of debt impairment due to
its unsustainable leverage and execution risk in management's plan
to turn around revenues and EBTIDA amid challenges in the
company's Kroll and USIS business segments. Altegrity's total debt
to EBITDA is estimated at over 9.0x. However, if the company
successfully executes the recapitalization, it should have
adequate liquidity for the intermediate term consisting of over
$100 million in cash balances and access to funds under a new
revolving credit facility of $50 million or higher. If EBITDA
rebounds from its current levels Moody's expects Altegrity to
generate modestly positive free cash flow because a portion of
interest expense will be non-cash PIK interest.

Separately, the company is also seeking a 60-day waiver of the
senior secured leverage covenant that it would have breached for
the reporting period ended on March 31, 2014, to allow time to
execute the recapitalization.

The stable ratings outlook reflects Altegrity's adequate cash
balances for the short term and Moody's expectations of moderating
year-over-year declines in EBITDA.

Moody's could downgrade Altegrity's corporate family rating if
liquidity deteriorates, earnings declines do not moderate, or
Moody's assessment of recovery at default declines. Moody's could
raise Altegrity's ratings if the company's liquidity strengthens,
debt maturities are lengthened and improving earnings lead to a
meaningful improvement in credit metrics.

Moody's has taken the following ratings actions:

Issuer: Altegrity, Inc.

Ratings affirmed (and Loss Given Default Assessments revised):

Corporate Family Rating - Caa2

$75 million senior secured revolver due 11/21/14 -- B3
(LGD2, 27%)

$1,385 (currently $1,023) million senior secured term loans
due 2/21/15 -- B3 (LGD2, 27%)

$290 million 10.5% senior unsecured notes due 11/1/15 -- Caa3
(LGD3, 35%, revised from LGD5, 77%)

$210 million 12% senior unsecured notes due 11/1/2015 -- Caa3
(LGD3, 35%, revised from LGD5, 77%)

$150 million 11.75% senior sub notes due 5/1/16 -- Ca (LGD4,
65%, revised from LGD6, 92%)

Ratings downgraded:

Probability of Default Rating -- Ca-PD, from Caa2-PD

Altegrity provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services. Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners. Annual revenues are approximately $1.4 billion.


AMERICAN AIRLINES: Beats Bondholders in Court Appeal
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the U.S. Supreme Court has refused to hear an appeal
by bondholders seeking a premium from American Airlines Group Inc.
for the carrier's early repayment of what were originally $1.2
billion in aircraft bonds.

Bloomberg related that in September, the U.S. Court of Appeals in
Manhattan upheld a bankruptcy court's ruling that the airline
could skip the "make-whole" fee even though it would have been a
valid debt outside bankruptcy. By avoiding the fee through a
Chapter 11 plan, the airline was able to refinance bonds at a
lower interest rate, saving $200 million, the company had said.

In February, the bondholders' indenture trustee asked the Supreme
Court to grant an appeal, the report said.  On April 21, the high
court refused, and as is the custom, the justices didn't give a
reason.

The high court case was U.S. Bank Trust NA v. AMR Corp., 13-971,
U.S Supreme Court (Washington).


AMERICAN APPAREL: 1832 Asset Mgt. Holds 6.6% Equity Stake
---------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, 1832 Asset Management L.P., disclosed that as of
April 30, 2014, it beneficially owned 11,509,433 common shares
of American Apparel, Inc., representing 6.63 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/JycwDF

                     About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service.  The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


AMERICAN RESIDENTIAL: S&P Puts 'B-' CCR on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
American Residential Services LLC, including its 'B-' corporate
credit rating on CreditWatch with positive implications.

The CreditWatch placement follows the company's recent
announcement that it has been acquired by financial sponsor firm
Charlesbank Capital Partners.  "While terms of the transaction and
plans for the company's capital structure under new ownership are
not known, the company could benefit from the investment of new
capital," said Standard & Poor's credit analyst Linda Phelps.
"Management's ownership stake will continue to be meaningful and
we do not anticipate immediate changes to the senior management
team."

Standard & Poor's could affirm its ratings on American Residential
Services if the capital structure under new ownership continues to
be "highly leveraged," including debt-to-EBITDA leverage of over
5x.  Alternatively, S&P could raise its ratings if it believes the
company's leverage will be sustainable below 5x and remain in line
with its "aggressive" financial risk profile.  S&P could also
consider raising its ratings one-notch if it believes the
company's business risk profile has strengthened.

S&P will resolve the CreditWatch listing for American Residential
Services once it has greater clarity regarding the company's
financing plans and post-transaction capital structure.  S&P's
review will also focus on the company's business strategies and
financial policy under new ownership.


ANACOR PHARMACEUTICALS: Incurs $21.2 Million Net Loss in Q1
-----------------------------------------------------------
Anacor Pharmaceuticals, Inc., reported a net loss of $21.17
million on $4.15 million of total revenues for the three months
ended March 31, 2014, as compared with a net loss of $15.07
million on $1.70 million of total revenues for the same period in
2013.

As of March 31, 2014, the Company had $156.92 million in total
assets, $28.23 million in notes payable and $105.69 million in
total stockholders' equity.

"We made important progress in the first quarter on our two lead
programs - Kerydin and AN2728," said Paul Berns, president and
chief executive officer of Anacor Pharmaceuticals.  "We have had a
constructive dialogue with the FDA throughout its review of our
New Drug Application for Kerydin, and we are preparing for
Kerydin's launch later this year, pending FDA approval.  In
addition, we recently initiated the pivotal Phase 3 studies of
AN2728 for the treatment of mild-to-moderate atopic dermatitis
which are continuing to enroll at sites throughout the United
States."

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

                       http://is.gd/KlsZt6

                     About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in
Redwood City, California, in its report on the Company's financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and its need
for additional capital.

Anacor reported net income of $84.76 million in 2013, a net loss
of $56.08 million in 2012 and a net loss of $47.94 million in
2011.  The Company's balance sheet at Sept. 30, 2013, showed
$44.88 million in total assets, $52.15 million in total
liabilities, $4.95 million in redeemable common stock and a $12.22
million total stockholders' deficit.


APOLLO MEDICAL: Incurs $4.5 Million Net Loss in Fiscal 2014
-----------------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $4.55 million on $10.48 million of net revenues for
the year ended Jan. 31, 2014, as compared with a net loss of $8.90
million on $7.77 million of net revenues in 2013.

As of Jan. 31, 2014, the Company's balance sheet showed $3.95
million in total assets, $5.65 million in total liabilities and a
$1.69 million total stockholders' deficit.

The Company had $1,451,407 in cash and cash equivalents at
Jan. 31, 2014.

Kabani & Company, Inc., in Los Angeles, California, did not issue
a "going concern" qualification on the consolidated financial
statements for the year ended Jan. 31, 2014.  Kabani & Company
expressed substantial doubt about the Company's ability to
continue as a going concern in their report on the Company's
consolidated financial statements for the year ended Jan. 31,
2013.  The independent auditors noted that the Company had a loss
from operations of $2,078,487 for the year ended Jan. 31, 2013,
and had an accumulated deficit of $11,022,272 as of Jan. 31, 2013.

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

                        http://is.gd/WQeGww

                       About Apollo Medical

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


ARCH COAL: Bank Debt Trades at 2% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 97.55 cents-on-the-
dollar during the week ended Friday, May 9, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.45
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 450 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


BAY AREA FIN'L: UST Wants Protective Clauses in Plan Removed
------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, objected to the
Disclosure Statement dated April 8, 2014, explaining Bay Area
Financial Corp.'s Plan of Liquidation stating that the protective
clauses in the Disclosure Statement and Plan essentially provide a
discharge for non-debtor entities in violation of the Bankruptcy
Code.

The U.S. Trustee said the Court must deny approval of the
Disclosure Statement unless the protective clauses are removed,
certain exculpation, releases and injunction provision that are
proposed for the benefit of several parties.

The Court will convene a hearing on May 14, at 10:00 a.m., to
consider adequacy of information in the Disclosure Statement.

In a separate filing, the Official Committee of Unsecured
Creditors raised certain issues and concerns it has with the terms
of the Debtor's proposed Disclosure Statement and Plan.

The Committee is optimistic that most if not all of the concerns
will be resolved prior to the hearing on the Disclosure Statement.

According to the Committee, its counsel and the Debtor's counsel
have exchanged multiple communications discussing the Committee's
comments and concerns.

As reported in the Troubled Company Reporter on April 15, 2014,
under the Plan, Class 1 consists of secured tax claims, which
consists primarily of claims of property taxes on the various real
estate parcels owned by the Debtor.  Class 2 is a secured claim of
Residential Credit Solutions, which holds a senior secured lien
against the Ostin Property, which property is now owned by the
Debtor.  Class 3 is a general class created for secured claims
against any additional real estate that the Debtor acquires
through foreclosure prior to confirmation of the Plan.

Commercial Paper Account Holders are treated in one or more of
four classes, i.e. Classes 4, 5, 6 and 7.  Class 8 is the existing
shareholders who will receive no distribution under the Plan on
account of their shares of stock.

The sources of all distributions and payments under the Plan will
be, among others:

   1. available cash;

   2. net sale proceeds of the real estate assets; and

   3. plan reserves;

The Plan also provides that once the liquidation Debtor has sold
the assets and real estate assets, the Plan Administrator has
fully performed its duties and made all distributions under the
Plan, Bay Area may be dissolved for all purposes.

A copy of the Disclosure Statement is available for free at:

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

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by:

          Sandford L. Frey, Esq.
          Stuart I. Koenig, Esq.
          CREIM MACIAS KOENIG & FREY LLP
          633 West Fifth Street, 51st Floor
          Los Angeles, CA 90071
          Tel: (213) 614-1944
          Fax: (213) 614-1961

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  Cash upon entering
Chapter 11 was about $1.4 million.  There is no secured debt,
although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors. The
Committee is represented by:

         James C. Bastian, Jr., Esq.
         Melissa Davis Lowe, Esq.
         SHULMAN HODGES & BASTIAN LLP
         8105 Irvine Center Drive, Suite 600
         Irvine, CA 92618
         Tel: (949) 340-3400
         Fax: (949) 340-3000


BAY AREA FIN'L: May Sell Bank Shares & Woodland Hills Property
--------------------------------------------------------------
The Hon. Thomas Donahue of the U.S. Bankruptcy Court for the
Central District of California authorized Bay Area Financial
Corporation's immediate private sale of 1,710 shares of stock of
the Bank of San Francisco to Dilan Desai for $12.95 per share.

The 1,710 shares of Bank of San Francisco stock are currently held
by the Debtor.

The Court also ordered that any and all subsequent private sale(s)
for all or a portion of the remaining 18,290 shares of the Bank's
stock is authorized and approved without further notice or order
of Court, provided that any such subsequent sale is at a price of
not less than $10 per share.

Counsel for the Official Committee of Unsecured Creditors will be
entitled to 10 business days' electronic notice of any and all
subsequent private sale(s) for all or a portion of the remaining
18,290 shares of the Bank's stock.

The private sale to the purchaser and all subsequent private sales
of the Bank stock is authorized "as is" and no "warranties."

In a separate ruling, the Bankruptcy Court authorized Bay Area
Financial to sell its residential real property at 5734 Ostin
Avenue, Woodland Hills, California 91367, free and clear of all
liens.

As reported in the Troubled Company Reporter on April 11, 2014,
the Debtor said that the property is not occupied and the Debtor
is not deriving any income from the property at the time.

The Debtor entered into an agreement for the sale of the Property
to the Meko Family Trust for $670,000, payable as: (i) deposit in
escrow $50,000; and (ii) balance of cash into escrow $660,000.

Upon the close of escrow, real estate brokerage commissions in the
amount of $33,500 or 5% of the purchase price are to be paid.  The
commission will be split 50/50 between the Debtor's real estate
broker Keller Williams Realty and the Purchaser's real estate
agent California Prime Realty.  Unpaid property taxes on the
Property will be paid through escrow.

The closing date of the sale is contemplated to be within 11 days
of the date on which the court order approving the sale of the
Property is entered.  The sale is subject to overbids.  Parties
wishing to participate in the overbid process must present to the
Debtor, five business days prior to the hearing of the sale
motion, a $60,000 good faith deposit, among other things.

Greenpoint Mortgage Funding Inc. currently holds a first priority
lien on the Property in the approximate amount of $368,000.

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  There is no secured
debt, although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  The
Committee is represented by James C. Bastian, Jr., Esq., and
Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP.


BAY AREA FIN'L: Wants Lombardo Hiring Effective March 2014
----------------------------------------------------------
Bay Area Financial Corporation amended its application to employ
Lombardo & Safford, LLP as special counsel effective as of
March 9, 2014.

In its previous application, the Debtor sought permission to
employ Lombardo & Safford nunc pro tunc to Dec. 9, 2013.

The Debtor, in its amended motion, explained that prior to the
Petition Date, Lombardo acted as general counsel to the Debtor in
several state court matters ranging from litigation to collection
to lease and sale negotiations.  A principal of L&S, Vincent J.
Lombardo, is a former officer of the Debtor, having held the title
of secretary.  Mr. Lombardo is also a creditor of the Debtor,
holding a general unsecured claim in the amount of $73,452 as a
commercial account note holder.

Out of the abundance of caution, and because Mr. Lombardo, not
L&S, was a creditor of the creditor of the Debtor as of the
Petition Date, the Debtor seeks the employment of L&S as special
counsel to the Debtor based on L&S' representation of the Debtor
prior to the Petition Date and on the grounds that it is in the
best interest of the debtor that L&S continue on with its
representation of the Debtor.

L&S will timely file a proof of claim for prepetition fees and
cost.  L&S has incurred $6,601 and cost of $0 postpetition.

As reported in the Troubled Company Reporter on April 25, 2014,
the U.S. Trustee objected to the application to hire Lombardo &
Safford LLP as special counsel nunc pro tunc to the Petition Date.

Queenie K. Ng, Esq., as trial attorney for the U.S. Trustee,
pointed out that as per the employment application, the proposed
special counsel incurred fees totaling $31,080 postpetition and
yet the Debtor waited almost four months after the Petition Date
to file the employment application.

She asserted that the proposed special counsel provided no reason
for the delay in the employment application.  Since there is no
good cause for delay and no extraordinary circumstances,
retroactive relief should not be granted in the case, she
maintained.

Ms. Ng added that the employment application do not specify
whether proposed special counsel is seeking compensation under
Sec. 328 or 330 as required under the Local Bankruptcy Rules.

Moreover, Ms. Ng said, the proposed counsel is not disinterested.
She cited that Mr. Lombardo is also an officer of the Debtor, and
that Mr. Lombardo is also a creditor of the Debtor with a $73,452
general unsecured claim.

Accordingly, the U.S. Trustee asked the Court to deny the
employment application until his concerns are addressed.

The TCR reported on April 16, 2014, the Debtor required Lombardo &
Safford to provide legal services with respect to the collection
of delinquent loans, any loan transactions, foreclosures, and
corporate documentation.  Lombardo & Safford will provide those
legal services reasonably required to represent the Debtor's
interests with respect to the legal matters.  Counsel will also
take reasonable steps to keep the Debtor informed of the progress
of the matter and to respond to the Debtor's inquiries in a timely
fashion.

Mr. Lombardo, Esq., who will lead the engagement, bills $385 per
hour.

Lombardo & Safford will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Mr. Lombardo has 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.

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  There is no secured
debt, although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  The
Committee is represented by James C. Bastian, Jr., Esq., and
Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP.


BAY AREA FIN'L: Wants Solicitation Period Extended Until Aug. 11
----------------------------------------------------------------
Bay Area Financial Corporation asks the Bankruptcy Court to extend
its exclusive period to solicit acceptances for its Plan of
Reorganization from June 9, 2014, until Aug. 11.

The Debtor said that it has completed a draft of the plan and
initial draft of a disclosure statement within the first 60 days
of the case.  The Official Committee of Unsecured Creditors has
requested several revisions to the draft.  In addition, the Debtor
was required to revise the draft of the plan to provide the Plan
Administrator with the option of making two payments, instead of
just one in case the cash (after factoring appropriate reserves)
as of the confirmation is not sufficient to make the required
payment when the Plan is confirmed after all the elections to be
cashed-out are calculated.

The Debtor explains that the additional time is necessary to
ensure that it is able to present a comprehensive Plan with
consensual terms.

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  There is no secured
debt, although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  The
Committee is represented by James C. Bastian, Jr., Esq., and
Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP.


BAY CLUB PARTNERS: Survives Legg Mason's Case Dismissal Bid
-----------------------------------------------------------
Oregon Bankruptcy Judge Randall L. Dunn denied the request of
secured creditor Legg Mason Real Estate CDO I, Ltd., to dismiss
Bay Club Partners-472, LLC's.  The Court held that Bay Club's
manager had the authority under Section 4.1 of the Operating
Agreement to initiate a chapter 11 case on Bay Club's behalf, and
that Bay Club's bankruptcy filing was properly authorized.

Legg Mason filed the motion to dismiss on March 6, 2014, arguing
that Bay Club's LLC operating agreement prohibited it from filing
for bankruptcy protection, and Bay Club's manager further was not
authorized to file for bankruptcy protection without the
affirmative votes of 100% of the LLC members.

Trail Ranch Partners, LLC, a 20% member owner in Bay Club, joined
in the Motion to Dismiss.  Trail Ranch's joinder initially was
filed by Leonard Brown, its Managing Member, but ultimately, Trail
Ranch filed a joinder motion by counsel.  Trails Ranch said it did
not consent to the filing of the bankruptcy petition.

Bay Club filed an opposition to the Motion to Dismiss.

Legg Mason's predecessor in interest loaned Bay Club $23,600,000,
evidenced by a promissory note dated Nov. 15, 2005, to acquire a
large apartment complex in Mesa, Arizona.  Repayment of the Loan
is secured by a deed of trust on the Property.

The Loan terms were modified four times, ultimately resulting in
the principal balance of the Note being increased to $24,000,000
and the maturity date being extended to March 1, 2014. However, by
early 2014, negotiations for further forbearance and modifications
with respect to the Loan between Bay Club and Legg Mason
apparently broke down.  On Jan. 17, 2014, Bay Club received a
notice of default on the Loan obligation from Legg Mason, and Legg
Mason offset against the Loan debt Bay Club's reserve accounts for
taxes, insurance and capital expenses for the Property in an
amount totaling $345,006.68.

A copy of the Court's May 6, 2014 Memorandum Opinion is available
at http://is.gd/WfF0Bbfrom Leagle.com.

                         About Bay Club

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

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

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

Bay Club Partners-472 submitted to the Bankruptcy Court a
Disclosure Statement and Chapter 11 Plan dated April 11, 2014.
Generally, the Plan provides that (a) Legg Mason CDO Real Estate
Capital II, Inc., will be repaid in full with interest by the
third anniversary of the Effective Date; (b) General Unsecured
creditors will be paid 60% of their Allowed Claim within 90 days
of the Effective Date unless any such creditor elects to be repaid
in full with interest within three years of the Effective Date;
(c) all membership interests in Debtor will be retained; and (d)
Debtor will operate in the ordinary course and pay all Creditors
pursuant to the Plan.

A hearing on the Disclosure Statement is set for June 20.  A copy
of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/BAYCLUB_116_ds.pdf

Legg Mason Real Estate CDO I, Ltd., is represented in the case by:

     Laura J. Walker, Esq.
     CABLE HUSTON LLP
     1001 SW Fifth Avenue, Suite 2000
     Portland, OR 97204-1136
     Tel: 503-224-3092
     E-mail: lwalker@cablehuston.com


BIOFUEL ENERGY: Incurs $805,000 Net Loss in First Quarter
---------------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $805,000 on $100,000 of revenues for the three months ended
March 31, 2014, as compared with a net loss of $5.32 million on $0
of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, the Company had
$10.38 million in total assets, $135,000 in total liabilities and
$10.24 million in total equity.

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

                        http://is.gd/pJh7Cc

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy reported a net loss of $45.65 million in 2013, a
net loss of $46.32 million in 2012 and a net loss of $10.36
million in 2011.


BIOLIFE SOLUTIONS: Incurs $559,000 Net Loss in First Quarter
------------------------------------------------------------
BioLife Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $559,371 on $2.06 million of total revenue for the
three months ended March 31, 2014, as compared with a net loss of
$7,176 on $2.16 million of total revenue for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $15.98
million in total assets, $1.90 million in total liabilities and
$14.07 million in total shareholders' equity.

Mike Rice, BioLife's president & CEO, said, "During the first
quarter, in addition to again exceeding $1 million in sales of our
proprietary clinical grade biopreservation media products, we
completed a transformational set of financial transactions.  We
have substantially improved our balance sheet by eliminating all
debt and closing a $15.4 million equity raise that we believe will
provide us with growth capital.  We also completed a successful
uplisting to the NASDAQ Capital Market(R), which we believe will
generate increased interest in our stock, allow us to attract more
institutional investors and improve liquidity for shareholders.
We are currently using some of this capital to expand our sales
and marketing teams, attend additional scientific and trade
conferences, and launch new organic and externally sourced
products and services."

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

                        http://is.gd/6VrTZK

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions reported a net loss of $1.08 million on $8.94
million of total revenue for teh year ended Dec. 31, 2013, as
compared with a net loss of $1.65 million on $5.66 million of
total revenue during the prior year.


BION ENVIRONMENTAL: Incurs $773,000 Net Loss in March 31 Quarter
----------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $773,288 on $4,448 of revenue for
the three months ended March 31, 2014, as compared with a net loss
of $1.09 million on $10,379 of revenue for the same period in
2013.

For the nine months ended March 31, 2014, the Company had a net
loss of $3.01 million on $4,448 of revenue as compared with a net
loss of $4.72 million on $10,379 of revenue for the same period
last year.

The Company's balance sheet at March 31, 2014, showed $6.92
million in total assets, $12 million in total liabilities, $22,900
of series B redeemable convertible preferred stock, and a $5.09
million total deficit.

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

                        http://is.gd/Yvwsis

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013.  The independent auditors noted that
the Company has not generated significant revenue and has suffered
recurring losses from operations.  These factors raise substantial
doubt about its ability to continue as a going concern.


BLUE RIVER LAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Blue River Land & Waters Preserve, LLC
        Post Office Box 603
        La Crosse, WI 54602-0603

Case No.: 14-12100

Chapter 11 Petition Date: May 8, 2014

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Hon. Robert D. Martin

Debtor's Counsel: Greg P. Pittman, Esq.
                  PITTMAN & PITTMAN LAW OFFICES, LLC
                  300 N. 2nd Street, Suite 210
                  P. O. Box 668
                  La Crosse, WI 54602-0668
                  Tel: 608/784-0841
                  Email: gregpittman@centurytel.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas A. Ernstmeyer, Jr., member.

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


BONDS.COM GROUP: Suspending Filing of Reports with SEC
------------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission a Form 15 to terminate the registration of its common
stock, par value $.0001 per share, under Section 12(g) of the
Securities Exchange Act of 1934.  As a result of the Form 15
filing, the Company is not anymore obliged to file periodic
reports with the SEC.

                       About Bonds.com Group

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

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

Bonds.com Group reported a net loss applicable to common
stockholders of $5.83 million on $7.45 million of revenue for the
year ended Dec. 31, 2013, as compared with a net loss applicable
to common stockholders of $9.17 million on $7.56 million of
revenue in 2012.  As of Dec. 31, 2013, the Company had $2.83
million in total assets, $2.23 million in total liabilities and
$608,331 in total stockholders' equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has sustained recurring losses and negative cash flows
from operations, and has a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BONDS.COM GROUP: Oak Investment No Longer a Shareholder
-------------------------------------------------------
In an amended Shedule 13D filed with the U.S. Securities and
Exchange Commission, Oak Investment Partners XII, Limited
Partnership, and its affiliates disclosed that as of May 8, 2014,
they no longer owned any shares of common stock Bonds.com Group,
Inc.  The reporting persons previously held 609,176 shares of
common stock of Bonds.com Group representing 71.5 percent of the
shares outstanding at March 11, 2014.

As reported by the TCR on April 2, 2014, Bonds.com Group, MTS
Markets International, Inc., an affiliate of the London Stock
Exchange Group, and MMI Newco Inc., a wholly-owned subsidiary of
MTS ("Merger Sub"), entered into an Agreement and Plan of Merger
on March 5, 2014.  Pursuant to the Merger Agreement, Merger Sub
will merge with and into the Bonds.com Group with Bonds.com Group
continuing as the surviving corporation and a wholly-owned
subsidiary of MTS.  The aggregate cash consideration is
approximately $15 million according to the terms of the Merger
Agreement and subject to certain adjustments.  The Merger was
consummated on May 8, 2014.

Upon consummation of the Merger and effective as of the Closing
Date, all shares of Common Stock and preferred stock of Bonds.com
Group were automatically cancelled and ceased to exist, and each
share of Common Stock and preferred stock of the Issuer that was
outstanding immediately prior to the effective time of the Merger
were automatically converted into the right to receive allocations
of the Merger Consideration, if any, on the basis of the Amended
and Restated Certificate of Incorporation of the Issuer, in each
case without interest and subject to any required withholding
taxes.  In addition, upon consummation of the Merger and effective
as of the Closing Date, all warrants to purchase Common Stock were
terminated and no longer exercisable for any shares of Common
Stock or any other capital stock of the Company.  Holders of
warrants were not entitled to receive and did not receive any
Merger Consideration under the Merger Agreement.

A copy of the regulatory filing is available for free at:

                        http://is.gd/pXM1Su

                       About Bonds.com Group

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

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

The Company reported a net loss applicable to common stockholders
of $5.83 million on $7.45 million of revenue for the year ended
Dec. 31, 2013, as compared with a net loss applicable to common
stockholders of $9.17 million on $7.56 million of revenue in 2012.
As of Dec. 31, 2013, the Company had $2.83 million in total
assets, $2.23 million in total liabilities and $608,331 in total
stockholders' equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has sustained recurring losses and negative cash flows
from operations, and has a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BONDS.COM GROUP: Eugene Lockhart No Longer Owns Common Shares
-------------------------------------------------------------
Eugene Lockhart disclosed in an amended Schedule 13D filed with
the U.S. Securities and Exchange Commission that as of May 8,
2014, he no longer no longer beneficially owned any shares of
Common Stock of Bonds.com Group, Inc.  Mr. Lockhart previously
reported beneficial ownership of 30,070 common shares at June 20,
2013.

Pursuant to the Agreement and Plan of Merger dated as of March 5,
2014, by and among BOnds.com Group, MTS Markets International,
Inc., an affiliate of the London Stock Exchange Group, and MMI
Newco Inc., a wholly-owned subsidiary of MTS, on May 8, 2014,
Merger Sub merged with and into the Issuer, with the Issuer
continuing as the surviving corporation and a wholly-owned
subsidiary of MTS.  Mr. Lckhart is not affiliated with MTS or
Merger Sub.  As disclosed by the Issuer, the aggregate cash
consideration is approximately $15 million according to the terms
of the Merger Agreement and subject to certain adjustments.

Upon consummation of the Merger and effective as of the Closing
Date, all shares of Common Stock and preferred stock of the Issuer
were automatically cancelled and ceased to exist.  In addition,
upon consummation of the Merger and effective as of the Closing
Date, all options to purchase Common Stock were terminated and no
longer exercisable for any shares of Common Stock or any other
capital stock of the Issuer.  Because the amount of Merger
Consideration is substantially less than the aggregate liquidation
preference of the Series E-2 Convertible Preferred Stock, par
value $0.0001 per share, all Merger Consideration will be paid to
the holders of Series E-2 Preferred Stock.  In particular, the
Reporting Person will not receive any consideration in the Merger
in respect of his options exercisable for Common Stock.

A copy of the regulatory filing is available for free at:

                         http://is.gd/6cSGwo

                        About Bonds.com Group

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

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

The Company reported a net loss applicable to common stockholders
of $5.83 million on $7.45 million of revenue for the year ended
Dec. 31, 2013, as compared with a net loss applicable to common
stockholders of $9.17 million on $7.56 million of revenue in 2012.
As of Dec. 31, 2013, the Company had $2.83 million in total
assets, $2.23 million in total liabilities and $608,331 in total
stockholders' equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has sustained recurring losses and negative cash flows
from operations, and has a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BONDS.COM GROUP: Patricia Kemp No Longer a Shareholder
------------------------------------------------------
Patricia Kemp disclosed in an amended Schedule 13D filed with the
U.S. Securities and Exchange Commission that as of May 8, 2014,
she no longer owned shares of common stock of Bonds.com Group,
Inc.  The reporting person held 34,771 shares of common stock of
Bonds.com Group representing 12.50 percent of the shares
outstanding as June 20, 2013.

Pursuant to the Agreement and Plan of Merger dated as of March 5,
2014, by and among the Issuer, MTS Markets International, Inc.,
an affiliate of the London Stock Exchange Group, and MMI Newco
Inc., a wholly-owned subsidiary of MTS and on the terms and
conditions set forth therein, on May 8, 2014, Merger Sub merged
with and into the Issuer, with the Issuer continuing as the
surviving corporation and a wholly-owned subsidiary of MTS.  The
Reporting Person is not affiliated with MTS or Merger Sub.  As
disclosed by the Issuer, the aggregate cash consideration is
approximately $15 million according to the terms of the Merger
Agreement.

Upon consummation of the Merger and effective as of the Closing
Date, all shares of Common Stock and preferred stock of the Issuer
were automatically cancelled and ceased to exist.

A copy of the regulatory filing is available for free at:

                        http://is.gd/fukt8s

                       About Bonds.com Group

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

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

The Company reported a net loss applicable to common stockholders
of $5.83 million on $7.45 million of revenue for the year ended
Dec. 31, 2013, as compared with a net loss applicable to common
stockholders of $9.17 million on $7.56 million of revenue in 2012.
As of Dec. 31, 2013, the Company had $2.83 million in total
assets, $2.23 million in total liabilities and $608,331 in total
stockholders' equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has sustained recurring losses and negative cash flows
from operations, and has a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BRIGHT HORIZONS: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to positive
from stable and affirmed its 'B+' corporate credit rating on
Watertown, Mass.-based childcare center operator Bright Horizons
Family Solutions LLC.

At the same time, S&P revised the recovery rating on the company's
senior secured credit facilities to '2', indicating its
expectation of substantial (70%-90%) recovery in the event of a
payment default, from '3' (50%-70% recovery expectation).  S&P
raised its issue-level rating on this debt to 'BB-' from 'B+'.

The recovery rating revision reflects S&P's expectation of
slightly better recovery prospects under its simulated default
scenario.

"The outlook revision reflects our expectation that the business
outlook will remain favorable, at least over the next couple of
years, which should result in a continued reduction in debt
leverage despite the company's active acquisition orientation,"
said Standard & Poor's credit analyst Hal Diamond.

The 'B+' corporate credit rating reflects S&P's assessment of the
business risk profile as "fair" and the financial risk profile as
"aggressive."  The company's "fair" business risk profile reflects
S&P's assessment of its niche market position in employer-
sponsored centers, some sensitivity of capacity utilization rates
to high unemployment, and highly competitive conditions in the
fragmented child care business.  Despite being the largest U.S.
provider of employer-sponsored, workplace-based childcare, five
times larger than its nearest competitor, Bright Horizons is a
small-to-midsize company.  Bright Horizons' size allows clustering
and economies of scale in marketing and management, and allows for
higher EBITDA margins than its competitors.  Also, the company's
growing higher-margin backup childcare business, which accounts
for over one-third of EBITDA, provides some revenue visibility
with multi-year contracts, a diverse group of employers, and
steady demand.


BROADVIEW NETWORKS: Incurs $3.1 Million Net Loss in First Quarter
-----------------------------------------------------------------
Broadview Networks Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $3.06 million on $77.61 million of
revenues for the three months ended March 31, 2014, as compared
with a net loss of $2.36 million on $80.80 million of revenues for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $210.20
million in total assets, $205.06 million in total liabilities and
$5.14 million in total stockholders' equity.

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

                         http://is.gd/8FKkOj

                       About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

                           *     *     *

In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the
Probability of Default Rating (PDR) to Ca from Caa3 in response to
the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'.  "This action follows the company's announced extension
on its revolving credit facility.  We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.


BROOKSTONE HOLDINGS: Objections to KERP Filed
---------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
Brookstone case filed the U.S. Bankruptcy Court an objection to
the Debtors' motion for entry of an order authorizing
implementation of a key employee retention plan (KERP) and key
employee incentive plan (KEIP).

BData relates that the objection explains, "Debtors seek approval
of a key employee incentive plan (the 'KEIP') that provides for
bonus compensation to four Key Executives all of whom appear to be
insiders of the Debtors' while simultaneously seeking approval of
a key employee retention plan (the 'KERP') for thirty-three non-
insider Key Employees. Pursuant to Section 503(c)(1) of the
Bankruptcy Code, bonus payments to insiders of the type sought in
the KEIP are subject to a strict standard if they are for the
purpose of inducing those key executives to remain with the
Debtors' business. In these cases, the Debtors have yet to
demonstrate that the KEIP complies with Section 503(c)(1). In
fact, the KEIP appears to be primarily retentive because the
bonuses disincentivize the Key Executives since the level of
proceeds from the stalking horse sale of the Debtors' stock
guarantees that each of the Key Executives will, without doing
anything more to find other bidders, receive a substantial bonus.
Moreover, the stalking horse agreement was negotiated prior to the
filing of the Chapter 11 cases. Thus the KEIP program appears to
be primarily designed to induce each insider to remain with the
Debtors through the Chapter 11 sale process. Because the KEIP
bonus plan is actually a key employee retention plan, the Debtors
must satisfy the requirements of section 503(c)(1) of the
Bankruptcy Code. As outlined below, the Debtors have not met this
burden. In addition, bonus payments under Section 503(c)(3) must
be actual and necessary, and the Debtors must demonstrate to the
Court that the payments are justified by the Debtors have not
satisfied their burden under applicable law to justify the
payments under Section 503(c)(3) either the KEIP or the KERP."

The U.S. Trustee also filed an objection to the Debtors' motion to
file under seal Schedules A and B to Exhibit 1 of the Incentive
Plan motion.  According to BData, the objection explains, "There
is no indication or evidence that Schedules A and/or B contain
proprietary or confidential commercial information, trade secrets,
or that the disclosure of the information relating to the bonuses
or the job titles of those who are bonus plan participants may
expose a person to scandalous or defamatory matters. In this case,
the information sought to be sealed appears to relate directly to
the Debtors' financial operations and relevant to an
administrative expense to be incurred in these cases. Any
personally identifiable information, as defined under 11 U.S.C.
101(41A), may be redacted from the publicly-filed schedules. The
request to seal should be made in accordance with and specifically
tailored to comply with Section 107."

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


BROOKSTONE HOLDINGS: Bondholders Oppose Financing With Roll-Up
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that four bondholders have filed papers in opposition to
a feature of the financing that would convert $30 million of pre-
bankruptcy debt into an obligation owed by the Merrimack, New
Hampshire-based company in Chapter 11.

According to the report, the bondholders say the so-called roll-up
will make their bonds worth only 25% of what they would be
otherwise.  The four bondholders also said they were precluded
from participating in the bankruptcy loan syndicate, the report
related.

The proposed financing includes two term loans, one for $60
million to be used in part to pay off an existing loan from
Wells Fargo Bank NA as agent, the report further related.  The
other will be a new term loan for about $36.3 million.  The second
new term loan includes $6.25 million in new money plus conversion
of the $30 million in the roll-up, the report added.

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


BUSINESSCHASE INC: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: BusinessChase, Inc.
           dba Town & Country
        104 S. Twin City Hwy
        Nederland, TX 77627

Case No.: 14-10245

Chapter 11 Petition Date: May 5, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Beaumont)

Judge: Hon. Bill Parker

Debtor's Counsel: Frank J. Maida, Esq.
                  MAIDA LAW FIRM, PC
                  4320 Calder Avenue
                  Beaumont, TX 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409)898-8400
                  Email: maidalawfirm@gt.rr.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Waleed Kahn, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb14-10245.pdf


BUILDERS FIRSTSOURCE: Moody's Hikes Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service upgraded Builders FirstSource, Inc.'s
("BLDR") Corporate Family Rating to B3 from Caa1 and its
Probability of Default Rating to B3-PD from Caa1-PD. The upgrade
reflects our expectation that BLDR's operating performance will
continue to benefit from improved housing construction, repair and
remodeling. Additionally, Moody's upgraded the company's senior
secured notes due 2021 to Caa1 from Caa2. The speculative grade
liquidity rating of SGL-3 is affirmed. The rating outlook is
stable.

The following ratings/assessments are affected by this action:

Corporate Family Rating upgraded to B3 from Caa1;

Probability of Default Rating upgraded to B3-PD from Caa1-PD;

Senior Secured Notes due 2021 upgraded to Caa1 (LGD4, 65%) from
Caa2 (LGD4, 67%); and,

Speculative Grade Liquidity rating affirmed at SGL-3.

Ratings Rationale

The upgrade of BLDR's Corporate Family Rating to B3 from Caa1
reflects Moody's view that the company will continue to benefit
from improved housing construction, a primary revenue source,
since BLDR is a manufacturer and supplier of structural and
related building products. Moody's forecast adjusted EBITDA
margins nearing 6.5% by the end of 2015. BLDR is benefiting from
past cost reductions and greater volumes. As a result, Moody's
project BLDR's interest coverage -- measured as (EBITDA-CAPEX)-to-
interest expense -- will trend towards 2.5x over the next 18
months from 0.9x for LTM 1Q14. Moody's also project leverage
improving to 4.5x by the end of the 2015, compared with 5.9x at
1Q14 (all ratios incorporate Moody's standard adjustments).

The stable rating outlook reflects Moody's expectation that
coverage metrics will remain adequate over the next two years, and
the company will maintain an adequate and gradually improving
liquidity cushion as well. Revolver availability and lack of near-
term maturities give BLDR the financial resources to meet
potential shortfalls in operating cash flows due to higher working
capital needs and to support growth initiatives.

An upgrade of BLDR's ratings is possible if the company continues
to benefit from the rebound in its end markets and generates
significant levels of operating earnings and free cash flow.
Operating performance confirming Moody's  projections that result
in (EBITDA-Capex)-to-interest expense trending towards 2.5x and
debt-to-EBITDA remaining below 4.0x (all ratios incorporate
Moody's standard adjustments), combined with a good liquidity
profile would result in consideration of further upgrade.

Factors that could result in negative rating actions include
operating performance falling below expectations or erosion in the
company's financial performance due to an unexpected decline in
BLDR's end markets. (EBITDA-Capex)-to-interest expense sustained
below 1.5x or debt-to-EBITDA sustained above 6.0x could result in
rating pressures (all ratios incorporate Moody's standard
adjustments). Furthermore, a deteriorating liquidity profile could
facilitate downward pressure on the ratings.

Builders FirstSource, Inc., headquartered in Dallas, Texas,
manufactures and supplies structural and related building products
for primarily the domestic residential new construction sector.
Its products include prefabricated components, windows and
exterior doors, lumber and lumber sheet goods, millwork products,
and other building products and services. JLL Partners and Warburg
Pincus (collectively "Sponsors"), through their respective
affiliates, own in aggregate approximately 50% of BLDR. Revenues
for the 12 months through March 31, 2014 totaled approximately
$1.5 billion.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 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.


CAESARS ENTERTAINMENT: Amends Current Report on Tender Offers
-------------------------------------------------------------
Caesars Entertainment and Operating Company, Inc., On May 6, 2014,
filed a current report on Form 8-K with the U.S. Securities and
Exchange Commission to report, among other things, that Caesars
Entertainment Operating Company, Inc., will launch cash tender
offers for certain of its outstanding notes.  The Company amended
the Current Report to restate the section entitled "Repayment of
2015 Maturities" in Item 7.01 of the Report to correct a
typographical error regarding the maturity date of the 10.00%
Second-Priority Senior Secured Notes due 2015, which is 2015 and
not 2018 as previously reported.  The press release related to the
cash tender offers incorporated by reference into the Report
correctly stated the maturity date of the 10.00% Notes.  Except
for the foregoing, this Amendment No. 1 does not modify or update
any other disclosure contained in the Report.

Repayment of 2015 Maturities

On May 6, 2014, Caesars Entertainment issued a press release
announcing that CEOC will launch cash tender offers for any and
all of its 5.625 percent Senior Notes due 2015 and any and all of
its 10.00 percent Second-Priority Senior Secured Notes due 2015,
subject to financing and other conditions.

The press release also announced that in connection with the
tender offers, on May 5, 2014, CEOC entered into note purchase
agreements with a significant third-party holder and a subsidiary
of Growth Partners to purchase from the Selling Holders
approximately $746.4 million in aggregate principal amount
(representing approximately 94.3%) of the 5.625% Notes for a
purchase price of $1,048.75 per $1,000 principal amount, and
approximately $108.7 million in aggregate principal amount
(representing approximately 50.6%) of the 10.00% Notes for a
purchase price of $1,022.50 per $1,000 principal amount.  The
closing of the Note Purchases is conditioned upon, among other
things, CEOC receiving sufficient amount of net cash proceeds from
the issuance of the Incremental Term Loans to refinance all of its
existing indebtedness that matures in 2015.  In addition, in
respect of the purchase of notes held by a subsidiary of Growth
Partners, Growth Partners has agreed to reinvest all of the
proceeds received from such purchase in the Incremental Term
Loans.

Caesars Entertainment Corporation disclosed information which was
provided on May 7, 2014, to lenders in connection with Caesars
Growth Properties Holdings, LLC's previously announced $700
million of term loans which closed on May 5, 2014.  CGPH is an
indirect subsidiary of Caesars Growth Partners, LLC, which is a
joint venture between Caesars Acquisition Company and Caesars
Entertainment.  A copy of the Disclosure Material is available for
free at http://is.gd/XnyAgF

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAESARS ENTERTAINMENT: Incurs $386.4 Million Net Loss in Q1
-----------------------------------------------------------
Caesars Entertainment Corporation reported a net loss attributable
to the Company of $386.4 million on $2.10 billion of net revenues
for the three months ended March 31, 2014, as compared with a net
loss attributable to the Company of $217.6 million on $2.14
billion of net revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $24.37
billion in total assets, $26.65 billion in total liabilities and a
$2.27 billion total deficit.

"Las Vegas remained a bright spot with strength in the hospitality
categories, but regional business trends were unfavorably impacted
by extreme weather and softness in visitation in the first
quarter," said Gary Loveman, chairman, chief executive officer and
president of Caesars Entertainment Corporation.  "Strategic
investments in Las Vegas over the last few years are beginning to
bear fruit, with The LINQ and High Roller positively impacting
volume and visitation trends at the Company's surrounding
properties.  As additional assets come on-line later this year and
into 2015, we are excited about Caesars' prospects in Las Vegas.
We are also looking forward to developing an integrated resort in
South Korea with our partners there, a promising market given its
proximity to China."

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

                        http://is.gd/koaPZB

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/FTwcZV

Additional information is available for free at:

                         http://is.gd/KKSXPw

                     About Caesars Entertainment

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.

                           *     *     *

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

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

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

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


CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.41 cents-on-the-dollar during the week ended Friday, May 9,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 1.52 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: S&P Assigns 'CCC-' Rating to $1.75BB Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Las Vegas-based
Caesars Entertainment Operating Co. Inc.'s (CEOC) proposed $1.75
billion term B-7 loan (CEOC is a majority owned subsidiary of
Caesars Entertainment Corp.) our 'CCC-' issue-level rating (at the
same level as S&P's corporate credit rating on the company), with
a recovery rating of '3', indicating S&P's expectation for
meaningful (50%-70%) recovery for lenders in the event of a
payment default.

The company will use proceeds from the proposed term loan to repay
debt, including $829 million of first-lien debt.  This transaction
slightly lowers recovery prospects for first-lien creditors
because the company is issuing incremental first-lien debt and
using about $1 billion in proceeds to repay second-lien notes and
senior notes due 2015.  As a result, S&P believes recovery
prospects for first-lien creditors are at the very low end of the
50% to 70% range.  Any subsequent meaningful first-lien debt
issuance that the company does not use to fully repay existing
first-lien debt would likely result in a revision of CEOC's first-
lien recovery rating.

In S&P's opinion, this transaction does not reduce the likelihood
that Caesars will pursue a restructuring of CEOC's debt
obligations of some form over the next year.  While this
transaction improves the company's maturity profile, it does not
improve leverage or coverage.  CEOC's capital structure remains
unsustainable, and we expect the company to use more than $1
billion in cash in 2014.

S&P believes this currently proposed capital raise, amendment to
its credit agreement, and Caesars Entertainment Corp.'s (CEC) sale
of 5% of equity in CEOC to release CEC's guarantee of CEOC's
bonds, are additional steps that Caesars is taking to position
itself for a more comprehensive restructuring.  S&P believes the
release of the parent guarantee may incentivize more junior
lenders to participate in a restructuring.  This restructuring
could take the form of exchange offers or debt-for-equity swaps
(following recent management commentary that it could use CEOC
equity for liability management or debt reduction initiatives).
These actions would result in debtholders receiving less than what
S&P deems as full and timely payment, and it would likely lower
the rating if Caesars announces or moves forward with a
restructuring plan.

RATINGS LIST

Caesars Entertainment Corp.
Caesars Entertainment Operating Co. Inc.

Corporate Credit Rating             CCC-/Negative/--

New Rating

Caesars Entertainment Operating Co. Inc.

$1.75B term B-7 loan                CCC-
  Due 2017
   Recovery Rating                   3


CANYON COS: S&P Assigns Preliminary 'B' CCR; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
preliminary corporate credit rating to Canyon Cos. S.a.r.l.  The
outlook is stable.

At the same time, S&P assigned a preliminary 'B+' issue-level
rating to the company's proposed credit facilities (the borrowing
entity of which is GTCR Valor Cos. Inc., an indirect wholly-owned
subsidiary of Canyon).  The $350 million first-lien senior secured
credit facilities consist of a $25 million revolver, $185 million
term loan, and $140 million delayed-draw term loan.  The
preliminary recovery rating is '2', indicating S&P's expectation
for substantial recovery (70%-90%) in the event of a payment
default.

S&P is also assigning a preliminary 'CCC+' issue-level rating to
the company's proposed $75 million second-lien term loan and $40
million second-lien delayed-draw term loan.  The preliminary
recovery rating is '6', indicating S&P's expectation for
negligible recovery (0%-10%) in the event of a payment default.

The company intends to use the proceeds, along with cash on hand
at both Cision and Vocus and an equity contribution from GTCR, to
fund the buyout of the two companies.  The preliminary issue
ratings and expected 'B' corporate credit rating are subject to
receipt and review of final documentation.

"The rating on Canyon reflects our assessment of the company's
'weak' business risk profile, based on our view of the combined
entity's modest position in a narrow and fragmented end market,"
said Standard & Poor's credit analyst Martha Toll-Reed.

The rating also reflects S&P's view of the company's "highly
leveraged" financial risk profile, based on adjusted leverage, pro
forma for the merger and excluding projected cost synergies, in
excess of 6x at fiscal year-end 2013.

S&P's assessment of Canyon's business risk profile as "weak"
reflects its relatively small share in a fragmented global PR
software segment, including larger competitors with significantly
more resources in the global software market.  The company's
substantial base of recurring subscription revenues, expanded
suite of PR software solutions, and lack of customer concentration
partially offset these factors.  S&P's business risk assessment
also incorporates its view of the technology software industry's
"intermediate" risk and the company's "very low" country risk.
Additionally, S&P's assessment of the company's management and
governance is "fair."

The outlook is stable, reflecting S&P's expectation that the
company will be largely successful in integrating the two
companies.  S&P expects Canyon will achieve modest revenue growth
in the near term by expanding its product penetration with
existing customers, and reducing churn.  The rating also
incorporates S&P's expectation that, post-merger, a significant
base of recurring subscription revenues and the realization of
some near-term cost synergies will enable the company to achieve
EBITDA margins in excess of 30% in fiscal 2014.  The current
rating does not incorporate material debt-financed acquisitions.

S&P could lower the rating if a deterioration in customer
retention or lack of new software sales leads to a material
decline in revenues and EBITDA, resulting in leverage in excess of
7x.  S&P could also lower the rating if earnings weakness or
aggressive financial policies lead to less-than-adequate
liquidity, including less than 15% headroom under the financial
covenant.

S&P views an upgrade as unlikely, due to the company's pro-forma
2013 adjusted leverage in excess of 6x.  In addition, S&P's
expectation is for modest operating improvement this year which,
along with the company's private equity ownership, will preclude
sustained deleveraging.


CENTRAL ENERGY: Douglas Weir Named General Partner CFO
------------------------------------------------------
Douglas W. Weir, who is currently a senior vice president, was
appointed to the additional office of chief financial officer of
Central Energy GP LLC, the sole general partner of Central Energy
Partners LP.  As a result, Mr. Weir's revised title is senior vice
president and chief financial officer of the general partner.  Mr.
Weir also has the designation as chief accounting officer of the
General Partner.

Mr. Weir replaces Ian T. Bothwell who will now be engaged full-
time in the process of identifying and reviewing asset investment
candidates for the Company, particularly those related to
terminal, transportation and storage operations.  Mr. Bothwell
will continue to serve in his capacity as president of Regional
Enterprises, Inc., the wholly-owned subsidiary of the Company
which is in the business of storing, transporting and trans-
loading bulk liquids, including hazardous chemicals and petroleum
products owned by its customers.  Mr. Bothwell's new title is
senior vice president of the general partner and president of
Regional.

Douglas W. Weir was appointed senior vice president of the General
Partner on Dec. 19, 2013, and chief financial officer and chief
accounting officer effective April 15, 2014.  Since July 2007, Mr.
Weir has served as the chief financial officer and a Principal of
Katy Resources, LLC, a Dallas, Texas-based private oil and gas
company.  From 1991 to June 2007, he served as senior vice
president, CFO and Treasurer of Toreador Resources Corporation, a
publicly-traded oil and gas exploration company.  Mr. Weir served
as a Property Accountant for Texas Oil and Gas Corporation from
1980 to 1983 and as the Controller of Berea Oil and Gas Corp. from
1986 to 1990.  He holds a Bachelor in Business Administration
degree in Accounting from the University of Texas, Arlington and
is a Certified Public Accountant.

Ian T. Bothwell was elected treasurer of the General Partner in
2003.  In 2004, Mr. Bothwell was elected to serve as chief
financial officer, vice president and assistant secretary of the
General Partner.  He was elected vice president, treasurer, chief
financial officer, and assistant secretary of Penn Octane in
October 1996.  In November 2006, he was appointed acting chief
executive officer and acting president of the General Partner and
of Penn Octane, from which positions he resigned in November 2011.
In November 2010, he was appointed executive vice president, chief
financial officer and secretary of the General Partner.  He also
served as a director of Penn Octane Corporation from March 1997
until July 2004.  Since April 2007, Mr. Bothwell has served as
President of Regional and a director of Regional from July 2007 to
November 2013.  Since April 2007, Mr. Bothwell has served as the
President and controlling member of Rover Technologies, LLC, a
company formed to provide management solutions to the public
transportation industry.  Mr. Bothwell received his Bachelor of
Science in Business Administration from Boston University.

Neither officer has any family relationship with any of the
executive officers or directors of the General Partner.

Mr. Weir has waived receipt of any compensation from the General
Partner until such time as the Company has sufficient cash flow to
make those payments.  As chief financial officer and Principal of
Katy Resources, Mr. Weir is employed by and paid a salary by Katy
Resources. G. Thomas Graves III, the General Partner's Chairman of
the Board, serves as president and chief executive officer of Katy
Resources, and Mr. Graves beneficially owns 15.73 percent of the
outstanding Common Units of the Registrant.

Mr. Bothwell receives annual compensation of $206,500 in his
capacity as President of Regional and $68,500 in his capacity as
senior vice president of the General Partner pursuant to the terms
of his employment agreement, as amended effective Dec. 19, 2013.
His compensation as president of Regional is paid in periodic
installments in accordance with the customary payroll practices of
Regional.  His compensation as an officer of the General Partner
is paid in a lump sum no later than 15 days after termination of
his employment agreement for any reason.

In addition to any cash remuneration, each of Messrs. Weir and
Bothwell is entitled to receive incentive compensation from the
General Partner as determined by the Compensation Committee of the
Board of Directors of the General Partner from time to time.

                  About Central Energy Partners

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

Central Energy reported a net loss of $521,000 on $4.75 million of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $1.02 million on $5.47 million of revenues in 2012.  As of
Dec. 31, 2013, the Company had $8.06 million in total assets,
$8.39 million in total liabilities and a $326,000 total
partners' deficit.

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

                        Bankruptcy Warning

"Our ability to service indebtedness will depend upon, among other
things, our future financial and operating performance, which will
be affected by prevailing economic conditions and financial,
business, regulatory and other factors, some of which are beyond
our control.  If our operating results are not sufficient to
service our current or future indebtedness, we will be forced to
take actions such as reducing distributions, reducing or delaying
business activities, acquisitions, investments and/or capital
expenditures, selling assets, restructuring or refinancing our
indebtedness or seeking additional equity capital or bankruptcy
protection.  We may not be able to affect any of these remedies on
satisfactory terms or at all," the Company said in its Annual
Report for the year ended Dec. 31, 2013.


CESAR E. MENDOZA: 50% Stake in Rise and Shine to Be Sold Friday
---------------------------------------------------------------
Cesar E. Mendoza, M.D.'s 50% membership interest in Rise and
Shine, L.L.C., is being foreclosed by secured creditor, Thomas D.
Perry, M.D.

Thomas D. Perry, M.D. will publically sell some or all of the
collateral to the highest qualified bidder at a public auction on
May 16, 2014, at 1:30 p.m., at Jaburg Wilk, P.C., 3200 N. Central
Avenue, Suite 200, Phoenix, Arizona 85012, (602) 248-1000.

The Secured Party is represented by:

     Beth Cohn, Esq.
     JABURG WILK, P.C.
     3200 N. Central Ave, Ste. 2000
     Phoenix, AZ 85012
     Tel: (602) 248-1000

Cesar Mendoza, MD, is represented by:

     Joseph Schenk, Esq.
     2390 E. Camelback Rd. Suite 400
     Phoenix, AZ 85016


CHRIST HOSPITAL: Former Employee's Suit v. Hudson Hospital Stayed
-----------------------------------------------------------------
In the case captioned as, SHEILA K. PLANGE, Plaintiff, v. CHRIST
HOSPITAL, et al., Defendants, Civil Case No. 13-6852 (FSH)(D. N.J.
November 12, 2013), District Judge Faith S. Hochberg ruled on Mark
Prowe's and Hudson Hospital Opco, LLC's motions to dismiss.
Defendant Stephanie Simon joined in Prowe's motion to dismiss.
Sheila K. Plange, former employee at Christ Hospital, sued Christ
Hospital, HHO, Prowe, and Simon alleging violations of Section 102
of the Family and Medical Leave Act of 1993, 29 U.S.C. Sec. 2615
and the New Jersey Family Leave Act, N.J.S.A. Sec. 34:11b-3.

In a May 5, 2014 Opinion and Order available at
http://is.gd/KqfkbBfrom Leagle.com, , Judge Hochberg ruled that:

     -- Prowe's and Simon's motions to dismiss are denied;

     -- HHO's motion to stay is granted with respect to HHO;

     -- HHO's motion to dismiss is administratively terminated
        without prejudice;

     -- the matter is stayed with respect to HHO until HHO's
        motion to enforce is resolved by the Bankruptcy Court;

     -- the matter will proceed with respect to Prowe and Simon;
        and

     -- the parties will file a joint status letter to the Court
        within 14 days after the Bankruptcy Court resolves HHO's
        motion.

                      About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D.N.J.
Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County. The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer. Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through. Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel. Alvarez & Marsal North America LLC serves as financial
advisor. Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

Attorneys at Sills, Cummis & Gross, P.C., represent the Official
Committee of Unsecured Creditors.

On March 27, 2012, Judge Stern approved the sale of the Hospital's
assets to Hudson Hospital Holdco, LLC. Hudson bid $45,271,000 for
the Hospital's assets. The sale of the Debtor's assets to Hudson
closed on July 13, 2012.

The Joint Liquidation Plan of Christ Hospital was declared
effective June 27, 2013.  The Plan was confirmed June 4, 2013.


CHRYSLER GROUP: Swings to a Loss on Charges
-------------------------------------------
Christina Rogers, writing for The Wall Street Journal, reported
that Chrysler Group LLC posted a $690 million loss for its first
quarter on expenses related to a debt payment and a charge-to-
earnings stemming from its purchase by Italy's Fiat SpA in
January.

According to the report, the Auburn Hills, Mich., auto maker is
owned by Fiat but still releases its profit and sales separately
as a result of debt requirements. It posted a net profit of $166
million in the same year-ago period. Revenue for the quarter ended
March 31 rose 23% to $19 billion, and world-wide sales were up 10%
to 621,000 units.

Newly renamed parent Fiat Chrysler Automobiles NV has revealed a
new five-year plan that aims to vastly expand the U.S. auto
maker's lineup and transform its iconic Jeep brand into a global
player, the report noted.

Its first-quarter performance was dragged down by $1.2 billion in
charges, including a $504 million noncash loss on the payment of a
note issued to a United Auto Workers union health-care trust,
according to the Journal.  The company retired the note in
February and issued new debt with a lower interest rate.

Chrysler also took a $672 million charge to fulfill commitments
made to the UAW as part of a $4.35 billion deal Fiat struck in
January with the union's health-care trust to buy the 41.5% part
of Chrysler it didn't already own, the report said.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CLEAR CHANNEL: Unit Closes Offering of $850 Million Senior Notes
----------------------------------------------------------------
Clear Channel Communications, Inc., announced that CCU Escrow
Corporation, a newly formed Texas corporation (the "Escrow
Issuer"), has closed its previously announced offering of
$850,000,000 in aggregate principal amount of 10.0 percent senior
notes due 2018 in a private offering that was exempt from
registration under the Securities Act of 1933, as amended.  The
offering represented an increase of $450,000,000 from the
previously announced offering size.

Upon the closing of the offering of the Notes, the Escrow Issuer,
which was created solely to issue the Notes, deposited the gross
proceeds of the offering (and CCU deposited an amount sufficient
to pay accrued interest on the Notes through the term of the
escrow) into a segregated escrow account.  On the date on which
certain escrow release conditions are satisfied, including the
substantially concurrent (1) redemption of  approximately $567.1
million aggregate principal amount of CCU's 5.5 percent senior
notes due 2014 and $241 million aggregate principal amount of
CCU's 4.9 percent senior notes due 2015 and (2) assumption of the
Escrow Issuer's obligations under the Notes by CCU, the proceeds
from the Notes will be released from escrow.

No later than 30 days after the closing of the offering of Notes,
CCU intends to issue a 30-day irrevocable notice to redeem
approximately $567.1 million aggregate principal amount of its
2014 legacy notes and $241 million aggregate principal amount of
its 2015 legacy notes.  At the end of the 30-day period, the
escrowed funds will be released and used to redeem the 2014 legacy
notes and the 2015 legacy notes called for redemption, to pay
accrued and unpaid interest to, but not including, the date of
redemption, and to pay the fees and expenses related to this
offering and the redemption of the 2014 legacy notes and the 2015
legacy notes.

Substantially simultaneously with the consummation of the
redemption of the 2014 legacy notes and the 2015 legacy notes, the
Escrow Issuer intends to merge with and into CCU, with CCU
continuing as the surviving corporation.  At the time of, and as a
result of the consummation of the merger, CCU will assume all of
the obligations of the Escrow Issuer under the Notes in the
Assumption.

If the proceeds from the Notes are not released from escrow on or
prior to the date that is 60 days after the issue date of the
Notes, the Escrow Issuer will redeem all of the Notes at 100
percent of the aggregate principal amount thereof, plus accrued
and unpaid interest from the date of issuance of the Notes to, but
not including, the date of redemption.

Until the Assumption is consummated, the Notes will be secured by
a first-priority security interest in the escrow account and all
deposits and investment property therein.  Following the
Assumption, the Notes will be the senior unsecured obligations of
CCU and will not be guaranteed by any of CCU's parent companies or
any of its subsidiaries.

The Notes were offered only to "qualified institutional buyers" in
reliance on the exemption from registration pursuant to Rule 144A
under the Securities Act and to persons outside of the United
States in compliance with Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act, or
the securities laws of any state or other jurisdiction, and may
not be offered or sold in the United States without registration
or an applicable exemption from the Securities Act and applicable
state securities or blue sky laws and foreign securities laws.

                   Registration Rights Agreement

On May 1, 2014, the Company entered into an Exchange and
Registration Rights Agreement with the Escrow Issuer and Goldman,
Sachs & Co., as representative of the several initial purchasers
of the Notes.  Pursuant to the Registration Rights Agreement, the
Company will be required, only in the event that the Assumption is
consummated on or before June 30, 2014, to:

   (i) use its commercially reasonable efforts to file with the
       Securities and Exchange Commission within 210 days after
       the date of the initial issuance of the Notes, a
       registration statement with respect to an offer to exchange
       the Notes for a new issue of debt securities registered
       under the Securities Act, with terms substantially
       identical to those of the Notes;

  (ii) use its commercially reasonable efforts to consummate that
       exchange offer within 270 days after the date of the
       initial issuance of the Notes;

(iii) use its commercially reasonable efforts to commence the
       exchange offer no later than 10 business days after the
       effective time of the registration statement; and (iv) in
       certain circumstances, file a shelf registration statement
       for the resale of the Notes.

Only in the event that the Assumption is consummated on or before
June 30, 2014, if the Company fails to satisfy its registration
obligations under the Registration Rights Agreement, the Company
will be required to pay additional interest to the holders of the
Notes, up to a maximum additional interest rate of up to 0.50
percent per annum.

                      Cancels $130-Mil. Notes

On May 6, 2014, the Company delivered $130,000,000 aggregate
principal amount of 2014 Legacy Notes to the trustee for those
notes for cancellation.  Following the cancellation of those
notes, on May 6, 2014, in compliance with its obligations under
the Escrow Agreement, the Company called for redemption all of the
outstanding 2014 Legacy Notes and 2015 Legacy Notes.  The
redemption date for all of the outstanding 2014 Legacy Notes and
2015 Legacy Notes will be June 6, 2014.  The Company will pay the
make-whole redemption premium to be calculated prior to the
Redemption Date as set forth in the indenture and supplemental
indentures governing the 2014 Legacy Notes and the 2015 Legacy
Notes, as applicable.  That make-whole redemption premium will be
equal to the greater of (i) 100 percent of the principal amount of
the 2014 Legacy Notes or the 2015 Legacy Notes, as applicable, and
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the 2014 Legacy Notes or the
2015 Legacy Notes, as applicable, from the Redemption Date to
Sept. 15, 2014, in the case of the 2014 Legacy Notes, and May 15,
2015, in the case of the 2015 Legacy Notes, discounted to the
Redemption Date on a semiannual basis at the Treasury Rate (as
defined in the supplemental indenture governing those notes, as
applicable) plus 25 basis points in the case of the 2014 Legacy
Notes, and 30 basis points in the case of the 2015 Legacy Notes,
plus, in each case, accrued and unpaid interest on those notes up
to, but not including, the Redemption Date.

Additional information is available for free at:

                       http://is.gd/A1cxgS

                 About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel reported a net loss attributable to the Company of
$606.88 million in 2013, a net loss attributable to the Company of
$424.47 million in 2012 and a net loss attributable to the Company
of $302.09 million in 2011.  As of Dec. 31, 2013, the Company had
$15.09 billion in total assets, $23.79 billion in total
liabilities and a $8.69 billion total shareholders' deficit.

                         Bankruptcy Warning

"If our and our subsidiaries' cash flows from operations,
refinancing sources and other liquidity-generating transactions
are insufficient to fund our respective debt service obligations,
we may be forced to reduce or delay capital expenditures, sell
material assets or operations, or seek additional capital.  We may
not be able to take any of these actions, and these actions may
not be successful or permit us or our subsidiaries to meet the
scheduled debt service obligations.  Furthermore, these actions
may not be permitted under the terms of existing or future debt
agreements."

"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.  Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations.  The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives.  These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations.  If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation," the Company said in its annual report
for the year ended Dec. 31, 2013.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


COLOREP INC: Seeks to Dismiss Chapter 11 Case
---------------------------------------------
Colorep, Inc. and Transprint USA, Inc., filed a motion with the
U.S. Bankruptcy Court seeking an order to dismiss the chapter 11
case of the Debtors and requests that the Court retain limited
jurisdiction after the dismissal of these cases on the following
matters:

(a) overseeing any administrative matter that may arise in
    connection with implementing the dismissal; and

(b) entering ministerial orders as may be necessary to implement
    the dismissal.  The Debtor also requests, out of an abundance
    of caution, that the Court enter an order, pursuant to
    Bankruptcy Code section 349(b), holding that the dismissal of
    these Chapter 11 cases will not alter the enforceability of
    certain orders previously entered in these cases.

The Debtors said that the the dismissal of the Chapter 11 cases is
the most cost-effective way for them to emerge from the bankruptcy
proceedings and will not negatively impair the rights of any
creditors.  The Debtors have sold substantially all their assets
in a Court-approved sale and do not anticipate making any
distribution to creditors.

The Debtor's goal in filing Chapter 11 cases was to maximize value
to their stakeholders through the marketing and sale of
substantially all of their assets. The Sale to the Buyer closed on
October 7, 2013. , The Debtors now have no operations and no
assets to distribute.

The dismissal of this Chapter 11 case will save the Debtors the
expense of either confirming a Chapter 11 liquidating plan or
converting this case to Chapter 7, which will provide no
added value to creditors.  Further, no creditor will suffer any
"legal prejudice" from the dismissal of this Chapter 11 cases as
there are no assets to distribute and the Debtors will not be
receiving a discharge of any of their debts. Accordingly,
dismissal is in the best interests of the Debtors' estates
and creditors.

Hearing on the Motion is set May 29, 2014 at 10:00 a.m.  The
Dismissal Hearing will take place in the courtroom of the
Honorable Bankruptcy Judge Julia W. Brand in Courtroom 1375, 255
East Temple Street, Los Angeles, California 90012.

Colorep Inc., an industrial printer from Harrisonburg, Virginia,
filed for Chapter 11 protection (Bankr. C.D. Calif. Case No.
13-27689) on July 10, 2013, in Los Angeles, owing $17 million to
secured lender Meserole LLC.  The company licenses a fabric-dyeing
process known as AirDye.  Colorep's subsidiary Transprint USA Inc.
also filed in Chapter 11.  Transprint produces transfer-printing
paper.

Gary E. Klausner, Esq., at Stutman, Treister & Glatt, P.C.
represents Colorep as reorganization counsel while Stubbs,
Alderton & Markiles LLP serves as it special corporate counsel.
Executive Sounding Board Associates Inc., served as chief
restructuring officer.

Meserole, LLC, is represented by Frank T. Pepler, Esq., and Stuart
M. Brown, Esq., at DLA Piper LLP (US).


COMMUNITY FIRST: Posts $457,000 Net Income in First Quarter
-----------------------------------------------------------
Community First, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
available to common shareholders of $457,000 on $3.99 million of
total interest income for the three months ended March 31, 2014,
as compared with a net loss allocated to common shareholders of
$84,000 on $4.60 million of total interest income for the same
period last year.

As of March 31, 2014, the Company had $451.07 million in total
assets, $441.57 million in total liabilities and $9.50 million in
total shareholders' equity.

Cash and cash equivalents were $37.65 million at March 31, 2014,
compared to $49.03 million at Dec. 31, 2013.  This decrease is
primarily due to the use of cash to invest in time deposits in
other financial institutions and securities available for sale.

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

                        http://is.gd/MXefT0

                       About Community First

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.

                          Written Agreement

On March 14, 2013, the Bank entered into a written agreement with
the Tennessee Department of Financial Institutions, the terms of
which are substantially the same as those of the Consent Order,
including as to required minimum levels of capital the Bank must
maintain.

The Bank's Tier 1 capital to Average Assets as of December 31,
2013 was below those that the Bank agreed to achieve under the
terms of the Consent Order.  Based on December 31, 2013 levels of
average assets and risk-weighted assets, the required amount of
additional Tier 1 capital necessary for the Bank to meet the
requirements of the Consent Order was approximately $386.  As a
result of entering into the Consent Order, the Bank is subject to
additional limitations on its operations including accepting,
rolling over, or renewing brokered deposits, which could adversely
affect the Bank's liquidity and/or operating results.  By virtue
of entering into the Consent Order, the Bank is also limited from
paying deposit rates above national rate caps published weekly by
the FDIC, unless the Bank is determined to be operating in a high-
rate market area.  On December 1, 2011, the Bank received
notification from the FDIC that it is operating in a high-rate
environment, which allows the Bank to pay rates higher than the
national rate caps, but continues to limit the Bank to rates that
do not exceed the prevailing rate in the Bank's market by more
than 75 basis points.  The Bank is also limited, as a result of
its condition, in its ability to pay severance payments to its
employees and must receive the consent of the FDIC and the
Department to appoint new officers or directors.

"As of December 31, 2013, we believe that the Bank is in
compliance with all provisions of the Consent Order that were
required to be completed by December 31, 2013, with the exception
of attaining the Tier I capital to average assets ratio required
by the Consent Order.  In accordance with the terms of the Consent
Order, management has submitted a capital plan with the objective
of attaining the capital ratios required by the Consent Order.
The FDIC has accepted the capital plan.  In addition to the
capital plan, all other plans required by the Consent Order have
been prepared and submitted to the FDIC and have been accepted by
the FDIC," the Company said in the annual report for the year
ended Dec. 31, 2013.


COMMUNITYONE BANCORP: Files Form 10-Q, Earns $1.3-Mil. in Q1
------------------------------------------------------------
CommunityOne Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.27 million on $17.92 million of total interest income for
the three months ended March 31, 2014, as compared with a net loss
of $4.59 million on $18.07 million of total interest income for
the same period last year.

The Company's balance sheet at March 31, 2014, showed $2 billion
in total assets, $1.92 billion in total liabilities and $85.33
million in total shareholders' equity.

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

                        http://is.gd/SWDkig

                        About CommunityOne

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

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


COMSTOCK RESOURCES: Moody's Rates $100MM Sr. Unsecured Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service said that Comstock Resources, Inc.'s
(Comstock) $100 million tack-on offering of senior unsecured notes
due 2019 are rated B3. The proceeds from the new senior notes will
be used to repay borrowings under Comstock's secured revolving
credit facility. Comstock's other ratings are unchanged and the
outlook remains stable.

"The notes issue enhances liquidity to help fund the 2014 capital
spending budget, and will help to fund the continued transition to
becoming a more oil focused company," commented Arvinder Saluja,
Moody's Analyst.

Ratings Rationale

The B3 note rating for the senior notes reflects the company's
probability of default of B2-PD and a loss given default of LGD5
(75%). The size of the senior secured revolver's priority claim
relative to the senior unsecured notes results in the notes being
rated one notch beneath Comstock's B2 Corporate Family Rating
under Moody's Loss Given Default Methodology.

Comstock's B2 CFR reflects the company's high but decreasing
proportion of natural gas production, its relatively early stage
operations in the Eagle Ford play where the majority of capital
spending will be focused, and the significant amount of capital
needed to fund its transition to becoming a more oil-focused E&P
company. The weak leveraged-full cycle ratio (LFCR), which
captures the efficiency of the reinvested capital, restrains the
rating. The rating is supported by the company's increasing
liquids production and lower cost structure that should yield
better cash margins and improved leverage metrics.

The SGL-2 liquidity rating reflects good liquidity through 2014.
The credit facility will have a $683 million pro forma borrowing
base, which is subject to semi-annual redeterminations based on
the value of proved reserves. The large proportion of natural gas
in the reserve base exposes the company to the risk of negative
borrowing base redeterminations if gas prices weaken further.
Financial covenants under the credit facility include debt /
EBITDAX of less than 4x and interest coverage ratio of greater
than 2.5x. There are no debt maturities prior to 2018 when the
credit facility matures. Although the majority of Comstock's
assets are pledged as security under the credit facility, the
company has the ability to raise additional liquidity through
limited asset sales.

The stable outlook reflects Moody's expectation that Comstock will
maintain adequate liquidity as it funds the transition to becoming
a more oil focused company, and will achieve reasonable
operational success with increasing the proportion of oil
production. Moody's  could downgrade the CFR if liquidity
deteriorates, if returns do not continue to benefit from
increasing liquids production, or if Moody's  expect RCF / debt to
be maintained below 25%. Longer term, Moody's  could upgrade the
CFR if Moody's  expect the company's leveraged full cycle ratio
(LFCR) to be maintained at or above 1.7x with RCF / debt of at
least 40%.

The principal methodology used in rating Comstock Resources was
the Global Independent Exploration and Production Industry
Methodology 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.

Assignments:

Issuer: Comstock Resources, Inc.

Senior Unsecured Regular Bond/Debenture Apr 1, 2019, Assigned B3

Senior Unsecured Regular Bond/Debenture Apr 1, 2019, Assigned a
range of LGD5, 75 %

LGD Adjustments:

Issuer: Comstock Resources, Inc.

Senior Unsecured Regular Bond/Debenture Apr 1, 2019, range of
LGD5, 75 % from a range of LGD5, 76 %

Senior Unsecured Regular Bond/Debenture Jun 15, 2020, range of
LGD5, 75 % from a range of LGD5, 76 %

Comstock Resources, Inc. is an independent exploration and
production company headquartered in Frisco, Texas.


COMSTOCK RESOURCES: S&P Retains 'B' CCR Following $100MM Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Comstock Resources Inc., including the 'B' corporate credit rating
and 'B-' senior unsecured debt rating, are not affected by the
company's proposed $100 million add-on offering to its 7.75%
senior unsecured notes due 2019.  The notes were originally issued
in March 2011 in the aggregate principal amount of $300 million.

Comstock intends to use net proceeds from the offering to repay
outstanding borrowings under its credit facility ($360 million
outstanding as of March 31, 2014).

Ratings List

Comstock Resources Inc.
Corporate credit rating                 B/Stable/--
  Senior unsecured
   $400 mil 7.75% notes due 2019         B-
    Recovery rating                      5


CONQUEST SANTA FE: Foreclosure Sale Set for May 21
--------------------------------------------------
Secured party BRE-1, Inc. will sell the assets of Conquest Santa
Fe, LLC, to the highest qualified bidder at a public sale.  The
Collateral includes the personal property and property interests
then owed by the Debtor or thereafter acquired, together with all
proceeds and products therefrom, including without limitation,
equipment, machinery, furniture, fixtures, attachments,
accessories, parts and tools, inventory, raw materials, work in
process, supplies, accounts receivable then outstanding or
thereafter arising, and all contract rights and general
intangibles then in force or thereafter acquired by Debtor.

The sale will be held May 21, 2014, 11:30 a.m. at the front steps
of the United States District Courthouse 106 South Federal Place
Santa Fe, New Mexico 87501.

The sale of the Collateral will be conducted together with the
sale of certain real property pursuant to a foreclosure sale
authorized by a Judgment entered March 13, 2014 in the action
captioned BRE-1, Inc. v. Conquest Santa Fe, LLC., et al. Cause No.
12-cv-00260 WPL/KBM, United States District Court, District of New
Mexico.

The Secured Party is represented by:

     WALKER & ASSOCIATES, P.C.
     Samuel I. Roybal, Esq.
     Thomas D. Walker, Esq.
     500 Marquette N.W., Suite 650
     Albuquerque, N.M. 87102
     Tel: (505) 766-9272


COTTONWOOD ESTATES: Hires Daines Goodwin as Accountants
-------------------------------------------------------
Cottonwood Estates Development, LLC seeks authorization from the
Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah to employ Daines Goodwin & Co., as accountants.

Daines Goodwin will give the Debtor tax and accounting advice and
services to assist in formulating the plan of reorganization,
preparing monthly financial reports, filing regular tax returns,
and addressing other ongoing tax and accounting obligations.

Daines Goodwin will charge its customary hourly rates for similar
services.  The current hourly rate for Brent W. Daines is $225.

Daines Goodwin will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Brent W. Daines, tax partner of Daines Goodwin, 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.

Daines Goodwin can be reached at:

       Brent W. Daines
       DAINES GOODWIN & CO.
       280 South 400 West, Ste. 220
       Salt Lake City, UT 84101
       Tel: (801) 363-3400
       Fax: (801) 363-5886
       E-mail: bdaines@dgcpa.co

                     About Cottonwood Estates

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

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

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

                           *     *     *

Cottonwood Estates Development will ask the Bankruptcy Court at a
hearing on May 13, 2014, at 3:00 p.m. to approve the disclosure
statement accompanying its proposed reorganization plan.

The Debtor on March 28, 2014, filed the Plan that provides for the
continued marketing and sale of the Debtor's real estate project
located in Big Cottonwood Canyon, in Salt Lake County.  Under the
Plan, creditors will be paid from the sale proceeds.  A copy of
the Disclosure Statement dated March 28, 2014, is available for
free at http://is.gd/6bxEe7


CRYOPORT INC: Has Private Offering of $291,808 Securities
---------------------------------------------------------
Cryoport, Inc., entered into definitive agreements for a private
placement of its securities to certain institutional and
accredited investors for aggregate gross proceeds of $291,808
(approximately $229,429 after estimated cash offering expenses)
pursuant to certain Subscription Agreements and Elections to
Convert between the Company and the Investors.  The Company
intends to use the net proceeds for working capital purposes.

Pursuant to the Subscription Agreements, the Company issued shares
of a newly established Class A Convertible Preferred Stock and
warrants to purchase common stock of the Company.  The shares and
warrants were issued as a unit consisting of (i) one share of
Class A Convertible Preferred Stock of the Company and (ii) one
warrant to purchase eight shares of Common Stock at an exercise
price of $0.50 per share, which will be immediately exercisable
and may be exercised at any time on or before March 31, 2019.  A
total of 24,318 Units were issued in exchange for gross proceeds
of $291,808, or $12.00 per Unit.

Pursuant to the terms promissory notes issued by the Company
between Dec. 6, 2013, and March 13, 2014, with a total original
principal amount of $1,793,000, the issuance of the Units to
Investors at $12.00 per Unit entitled the holders of the 5 percent
Bridge Notes to convert up to the entire principal amount and
accrued interest under the 5 percent Bridge Notes into Units at a
rate of $10.80 per Unit.  Through May 8, 2014, 5 percent Bridge
Note holders of $1,274,000 in original principal sum elected to
convert their 5 percent Bridge Notes for Units and the Company is
providing notice to the remaining 5 percemt Bridge Note holders of
their right to convert, with such election being due within ten
days after their receipt of the notification.  Two of the 5
percent Bridge Note holders that executed Subscription Agreements
to convert 5 percent Bridge Notes in the aggregate principal
amount of $220,000, are affiliates of the Registrant - Jerrell W.
Shelton, the Company's chief executive officer, and GBR
Investments, LLC, which is managed by Richard Rathmann, a Director
and Chairman of the Board of Directors of the Company.

Emergent Financial Group, Inc., served as the Company's placement
agent in this transaction and received, with respect to the gross
proceeds received from Investors who converted their 5 percent
Bridge Notes into Units, a commission of 3 percent and a non-
accountable finance fee of 1 percent of those proceeds, and with
respect to gross proceeds received from all other Investors, a
commission of 10 percent and a non-accountable finance fee of 3
percent of the aggregate gross proceeds received from such
Investors, plus reimbursement of legal expenses of up to $40,000.
Emergent Financial Group, Inc., will also be issued a warrant to
purchase three shares of Common Stock at an exercise price of
$0.50 per share for each Unit issued in this transaction.  The
Company and Emergent Financial Group, Inc., have agreed that the
offering of Units to new Investors will conclude on June 16, 2014.

On May 2, 2014, the Company filed with the Secretary of State of
the State of Nevada a Certificate of Designation designated
800,000 shares of the Company's previously authorized preferred
stock, par value $0.001, as Class A Preferred Stock.

On May 2, 2014, the Company filed the Certificate of Designation
with the Secretary of State of the State of Nevada to authorize
the designation and issuance of 800,000 shares of Preferred Stock.

Additional information is available for free at:

                        http://is.gd/UbeNXA

                           About Cryoport

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

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

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

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


CUBIC ENERGY: Amends Reports with SEC
-------------------------------------
As reported in a current report on Form 8-K dated Sept. 27, 2013,
Cubic Energy, Inc., consummated the following transactions on
Oct. 2, 2013:

   (i) the acquisition from Gastar Exploration Texas, LP,
       of proven reserves, oil & natural gas production and
       undeveloped leasehold interests in Leon and Robertson
       Counties, Texas;

  (ii) the acquisition from Navasota Resources, Ltd., LLP,
       of proven reserves, oil & natural gas production and
       undeveloped leasehold interests in Leon and Robertson
       Counties, Texas; and

(iii) the acquisition from Tauren Exploration, Inc., of well
       bores, proven reserves, oil and natural gas production and
       undeveloped leasehold interests in the Cotton Valley
       formation in DeSoto and Caddo Parishes, Louisiana.

The Company amended the Current Report to file copies of:

(a) Financial Statements of Businesses Acquired

    http://is.gd/UEqPZF

(b) Pro Forma Financial Information

    http://is.gd/vuxNUm

                         Amends Form 10-K, 10-Q


Cubic Energy amended its annual report on Form 10-K for the year
ended June 30, 2013.  The Company amended  Part 1, Item 1 -
Business, Recently Completed Financing and Acquisitions, Oil & Gas
Reserves and Productive Wells and Acreage, (ii) Item 1A. Risk
Factors, (iii) Note J - Oil and Gas Reserves in the Notes to
Financial Statements and (iv) Note L - Subsequent Events in the
Notes to Financial Statements, a copy of which is available for
free at http://is.gd/BjsTDA

The Company also amended its quarterely report on Form 10-Q for
the period ended Dec. 31, 2013, to revise disclosure regarding
derivative transactions to which the Company is a party.  This
amended disclosure is reflected in (i) the Company's Condensed
Consolidated Balance Sheet, (ii) the Company's Condensed
Consolidated Statements of Cash Flows, (iii) Note H "Derivative
Instruments and Hedging Activity", and (iv) Part I, Item 2 --
Management's Discussion and Analysis of Financial Condition and
Results of Operations.  Note I to the Company's Condensed
Consolidated Financial Statements has been deleted.  The Company
has also amended the disclosure in Note B "Acquisition of
Properties".  A copy of the Form 10-Q/A is available for free at:

                         http://is.gd/hWnOwQ

                         Form S-1 Amendment

Cubic Energy amended its Form S-1 prospectus relating to the
resale by the holders of 98,751,823 shares of the Company's common
stock issuable upon the exercise of warrants to purchase shares of
our common stock.  The Company will not receive any of the
proceeds from the resale of shares offered by the selling
shareholders under this prospectus.

The Company's common stock is traded on the OTCQB Tier of the U.S.
OTC Markets under the symbol "CBNR."  On March 8, 2014, the last
reported sale price of the Company's common stock was $0.20 per
share.

A copy of the Form S-1/A is available for free at:

                        http://is.gd/KU5TxP

                        About Cubic Energy

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

Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, as compared with a net loss of $12.49 million
for the year ended June 30, 2012, and a net loss of $10.28 million
for the year ended June 30, 2011.  The Company's balance sheet at
Dec. 31, 2013, showed $140.69 million in total assets, $137.02
million in total liabilities and $3.66 million in total
stockholders' equity.


CURO HEALTH: Moody's Assigns 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to Curo Health Services,
LLC.  Concurrently, Moody's assigned a B2 rating to the company's
proposed first lien senior secured credit facilities and a Caa2
rating to the proposed second lien senior secured term loan. The
rating outlook is stable. This is the first time that Moody's has
assigned ratings to Curo.

The first lien credit facilities will be comprised of a $35
million revolving credit facility and a $335 million term loan.
The proposed second lien term loan amount will be $115 million.
The company intends to use proceeds from the debt issuance to fund
an acquisition of SouthernCare Holdings, Inc. for approximately
$230 million, to refinance existing debt and to pay fees and
expenses.

The following ratings have been assigned subject to review of
final documentation:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

First lien senior secured credit facilities at B2 (LGD3, 35%)

Second lien senior secured term loan at Caa2 (LGD5, 87%)

Rating Rationale

The B3 CFR reflects Moody's assessment of risk arising from Curo's
singular focus on the hospice industry, its high revenue
concentration from Medicare (roughly 95% of total revenue) and the
increasing regulatory oversight of the industry. Moody's expects
that there will be continued focus on implementing measures to
contain cost and improve quality reporting/compliance that will
impact Medicare reimbursement over the next few years. The rating
also reflects the company's small size, the presence of
considerable competition in a fragmented industry and high
financial leverage following the acquisition financing. Moody's
expects debt/EBITDA to remain at or above 6.0 times over the next
12-18 months. The rating also incorporates Moody's consideration
of the integration risks from the SouthernCare acquisition, which
will nearly double the company's revenue base, as well as
uncertainty related to pending litigation and regulatory
investigations.

The rating is supported by Curo's increased scale following the
acquisition and the company's position as the third largest for-
profit hospice operator in the US. Moody's also recognizes Curo's
recent revenue growth despite the overall negative volume trend in
the industry and management's track record of integrating previous
acquisitions. In addition, Moody's anticipates that Curo's capital
expenditures will remain modest and that the company will use free
cash flow for debt reduction.

The stable rating outlook reflects Moody's expectation that Curo's
revenue and EBITDA will increase modestly over the next 12-18
months. The stable outlook also reflects Moody's expectation that
the company will delever and maintain good liquidity.

Prior to a positive rating action, Moody's would need to gain
comfort that any adverse impact from changes in Medicare
reimbursement will be manageable without materially impairing the
company's business operations or cash flow. In addition, Moody's
could consider a rating upgrade if the company reduces and
sustains debt/EBITDA around 5.5 times.

The ratings could be downgraded if there is a contraction in
operating cash flow, such that free cash flow turns negative, or
if the company's liquidity deteriorates. Ratings could also be
downgraded if litigation risks materialize, the company fails to
integrate SouthernCare successfully, or if debt/EBITDA is expected
to be sustained above 6.5 times.

Curo is a hospice provider primarily in Southeastern and
Southwestern U.S. with 104 locations across 10 states.
SouthernCare is a hospice provider operating 69 locations in 14
states with a geographic concentration in Alabama, Indiana, and
Mississippi. Combined, Curo will operate 173 locations in 19
states.


CURO HEALTH: S&P Assigns 'B' CCR; Outlook Stable
------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to hospice service provider Curo Health Services LLC.  The
outlook is stable.  At the same time, S&P assigned a 'B' issue-
level rating to the company's $35 million revolving credit
facility and $335 million first-lien term loan.  The recovery
rating on this debt is '3', indicating S&P's expectations of
meaningful recovery (50%-70%) of principal in the event of a
default.  S&P is also assigning a 'CCC+' issue-level rating and
'6' recovery rating to the company's $115 million second-lien term
loan, indicating expectations of negligible recovery (0%-10%) in
the event of default.  The ratings reflect S&P's view of the
company pro forma for the transaction. Curo is privately owned.

"The ratings on Curo reflect its "weak" business risk profile and
"highly leveraged" financial risk profile.  The "weak" business
risk is driven by its narrow focus in the very fragmented hospice
care industry, reimbursement risk, and modest scale (under $500
million revenues), despite the industry's favorable demographics
and the company's improving operational performance over the past
few years," said credit analyst Cheryl Richer.  "Its "highly
leveraged" financial risk anticipates debt leverage of 8x at year
end 2015, and about $108 million of Class A common stock (viewed
as debt-like preferred security) at its parent holding company."

S&P's stable outlook anticipates low-single-digit volume growth
and relatively flat reimbursement over the next few years.  S&P
believes the company will deploy free operating cash flow to small
acquisitions while it is in the process of integrating
SouthernCare.

Downside scenario

S&P do not think deteriorating operations could sufficiently
weaken financial metrics to result in a downgrade.  Rather, S&P
thinks an unexpected event, such as a large reimbursement cut,
could be a trigger.  For example, a 10% revenue decline in tandem
with a 500-basis-point gross margin reduction would reduce free
operating cash flow to negligible levels, and precipitate a
downgrade.

Upside Scenario

An upgrade is unlikely in the foreseeable future given Curo's high
debt leverage, which will be increasing as a result of pay-in-kind
accruals, absent a conversion of the Class A shares to common
stock and additional debt repayment.  For example, if revenue
growth exceeds our base case, and internally generated cash is
deployed to debt repayment S&P could raise the ratings.  S&P would
also need to believe that sponsors would permit the company to
operate with an "aggressive" financial risk profile.  For example,
if sales grew by 10% in 2015 and the company used free cash flow
to retire debt (in addition to converting the Class A shares),
debt leverage and FFO to debt would be near 5x and 12%,
respectively, and could precipitate an upgrade.


CUSTOM CONSTRUCTION: Subdivision Lots to Be Sold on Thursday
------------------------------------------------------------
The Clerk of the Circuit Court of the Second Judicial Circuit in
and for Leon County, Florida, will offer for sale various lots at
Wilson Ridge Subdivision and all related personal property owned
by Custom Construction Engineering, LLC, at a public sale to the
highest and best bidder for cash on May 15, 2014, at 11:00 a.m.,
in an online sale via the Internet at
http://www.leon.realforeclose.comin accordance with Section
45.031, Florida Statutes.

Any person claiming an interest in the surplus from the sale, if
any, other than the property owner as of the date of the Lis
Pendens must file a claim within 60 days after the sale.

The Lots are:

     Lot 13 648 Ridge Road, Tallahassee, FL 32305
     Lot 14 644 Ridge Road, Tallahassee, FL 32305
     Lot 15 640 Ridge Road, Tallahassee, FL 32305
     Lot 16 636 Ridge Road, Tallahassee, FL 32305
     Lot 17 632 Ridge Road, Tallahassee, FL 32305
     Lot 18 628 Ridge Road, Tallahassee, FL 32305
     Lot 19 624 Ridge Road, Tallahassee, FL 32305
     Lot 20 620 Ridge Road, Tallahassee, FL 32305
     Lot 21 616 Ridge Road, Tallahassee, FL 32305
     Lot 22 612 Ridge Road, Tallahassee, FL 32305

The sale is being made pursuant to the Agreed Final Judgment of
Foreclosure entered on March 10, 2014, in the case FLORIDA CADENCE
BANK, a national banking association, Plaintiff, vs. CUSTOM
CONSTRUCTION ENGINEERING, LC, a Florida limited liability company;
et al., Defendants, in the Circuit Court of the Second Judicial
Circuit in and for Leon County, Case No. 2013-CA-001087.


DEEPAL WANNAKUWATTE: Pleads Guilty in $150-Mil. Ponzi Scheme
------------------------------------------------------------
Hackard Law disclosed that on May 8, 2014, in US District Court,
Deepal Wannakuwatte, a well-known Sacramento businessman and
former owner of the Sacramento Capitals tennis team, pleaded
guilty in connection to masterminding a $150 million Ponzi scheme
that defrauded dozens of investors.  He admitted responsibility to
a count of wire fraud presented by FBI agents in a February
criminal complaint, making for a maximum potential sentence of 20
years in federal prison.  Mr. Wannakuwatte's sentencing hearing is
scheduled for July 24.

Mr. Wannakuwatte was the owner of International Manufacturing
Group and RelyAid, companies he represented as a successful
medical glove supply business.  Promising high returns on supposed
multimillion-dollar contracts to provide the Department of
Veterans Affairs with latex gloves, he has caused untold financial
and emotional suffering to Northern California investors who
trusted him.  Nearly twenty years ago, O.J. Simpson's defense
attorney Johnny Cochran coined the mantra, "If the gloves don't
fit, you must acquit."  In the case of Mr. Wannakuwatte and his
lies, today we know the gloves were a tale that put him in jail.

Ponzi schemers like Mr. Wannakuwatte are able to steal millions
due to their social skills, persuasive persona and seeming
success, and in such a way they endanger whole business
communities.  With the criminal matter largely resolved, it's
important to point out that Wannakuwatte-related bankruptcy
proceedings and clawback litigation, as well as recovery efforts
for victims, could soon make the headlines of tomorrow.  Hackard
Law is monitoring events in real-time.

        About Hackard Law, a Professional Law Corporation

Hackard Law focuses on litigation.  Michael A. Hackard represents
clients in wrongful death, catastrophic injury, elder abuse and
investment fraud cases.


DESIGNER DOORS: Guarantors' Transfer of Asset Violates UFTA
-----------------------------------------------------------
Annette Wilson seeks to enforce a court judgment she obtained in
an Arizona court against Kenneth and Barbara Erickson by attaching
the Ericksons' assets, including what she contends is the
Ericksons' home in Draper, Utah.  She asks the U.S. District Court
for the District of Utah, Central Division, to invalidate the
Ericksons' transfer of the home (accomplished by a quitclaim deed
through two inter vivos trusts) to their daughter, Quinette Dunn,
on the basis that the transfer violated the Utah Fraudulent
Transfer Act (UFTA).

The parties have filed cross-motions for summary judgment. In a
May 6, 2014 Order and Memorandum Decision available at
http://is.gd/Xm0R5wfrom Leagle.com, District Judge Tena Campbell
finds that the Defendants transferred the Property to Ms. Dunn, in
violation of the UFTA, to prevent Ms. Wilson from using the
Property to satisfy the monetary judgment.  Accordingly, Ms.
Wilson's motion is granted and the Defendants' motion is denied.

The dispute arose from the April 2002 sale by Ms. Wilson of her
business, Designer Doors, Inc., to a group of individuals
including Kenneth and Barbara Erickson.  The Ericksons and the
other purchasers executed two promissory notes -- one for $949,000
and one for $551,000 -- which were secured by a personal guaranty
signed by the Ericksons and the other purchasers.  The $1.5
million remainder of the $3.5 million purchase price was covered
by the Notes.  Later, the Ericksons paid $551,000 to Ms. Wilson to
satisfy one of the Notes. The $949,000 Note remained unpaid.

Designer Doors, now owned by Erickson et al., filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 07-03226) on July 9, 2007.
Jeffrey A. Sandell, Esq., at Tiffany & Bosco, P.A., serves as the
Debtor's counsel.  In its petition, Designer Doors estimated
$100,000 to $1 million in assets and $1 million to $100 million in
debts.

The Guarantors negotiated with Ms. Wilson and modified the
guarantor agreement.  They agreed that the Ericksons would pay
$31,878 to Ms. Wilson and that the outstanding balance was
$473,354.71.  For two years, the Ericksons were only required to
make monthly interest payments of $3,945 to Ms. Wilson. But in
2008, the business's bankruptcy was changed to a Chapter 7
liquidation. At that point, Ms. Wilson looked to the Guarantors
for payment on the remaining Note balance. The Ericksons paid
$256,677 to Ms. Wilson, which left a balance on the Note of
$216,677.35.

Prior to the bankruptcy filing, the Ericksons in June 2007
purchased a home in Draper, Utah and immediately transferred the
Property to the Barbara H. Erickson Living Trust.  The B. Erickson
Trust, created in 1999, is a self-settled revocable inter vivos
trust. Ms. Erickson is the settlor, trustee, and beneficiary of
the trust during her lifetime.

In 2008, when the Ericksons and other Guarantors failed to pay the
outstanding balance on the Notes, Ms. Wilson filed suit in Arizona
state court against the Ericksons.


DETROIT, MI: Pensions vs. Art in Chapter 9
------------------------------------------
Stephen J. Lubben, Professor of Law, Seton Hall Law School, in an
article for The Wall Street Journal, reported that the objection
deadline has arrived for Detroit's reorganization plan.  And it
seems likely that the "art deal" will be the focus of many
objections, especially from bondholders.

According to the report, the art deal involves an $816 million
cash infusion into Detroit's pensions in exchange for transferring
title to the works in the Detroit Institute of Arts, using $370
million from a group of foundations, $350 million from the state
and the museum's own money. It's basically a sale of the art, in
exchange for money to help avoid deeper cuts to the pensions,
which are underfunded by $3.5 billion.

The sticking point is that Detroit's bondholders are a bit sore
that they won't receive the same deal, the report related.
Municipal retirees are facing cuts of 4.5 percent in their pension
checks, while retired police officers and firefighters are facing
no cuts, though their cost-of-living increases would be
diminished. But certain general bondholders face about a one-
fourth cut in the value of their bonds. Other bondholders,
including those with claims on specific income streams, are coming
out even worse.

These latter bondholders can be expected to argue that Detroit's
plan to exit bankruptcy "unfairly discriminates" against them, the
report related. Chapter 9 incorporates this concept from the
better known Chapter 11: the court cannot approve a plan against
the will of the creditors if it discriminates unfairly. Giving a
much better deal to one group over another could be an example of
that. One bond insurer insists that creditors are entitled to the
value of the art and is asking Detroit's bankruptcy judge, Steven
Rhodes, to order the city to explore alternatives to the $816
million deal.

After all, pensions and bonds are just two different kinds of
unsecured claims when viewed with a certain degree of abstraction,
the report further related.

                  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.


DIOCESE OF HELENA: Court Fixes Aug. 11 as Claims Bar Date
---------------------------------------------------------
Bankruptcy Judge Terry L. Myers established Aug. 11, 2014, at 4:30
p.m., as the general claims bar date.  The general claims bar date
applies to all persons and entities, including governmental units,
other than sexual abuse survivors, that assert claims against
Roman Catholic Bishop of Helena, Montana.

Any entity holding a prepetition claim arising from sexual abuse
for which the individual believes the Debtor may be liable, must
file a proof of claim by Aug. 11, 2014, 4:30 p.m.  The sexual
abuse claims bar date must be identified in the sexual abuse
claims bar date notice and the publication notice.

As reported in the Troubled Company Reporter on April 30, 2014,
the Debtor asked the Court to set July 24, as deadline for
creditors to file proofs of sexual abuse claim.  According to the
Debtor, it will undertake extensive efforts to publicize the
deadline.

Proofs of claim must be submitted to:

         Office of the Clerk of Court
         Attn: Mary Palmer and Cindy Fortune
         U.S. Bankruptcy Court District of Montana
         400 North Main Street, Room 263
         Butte, MT 59701

                    About the Diocese of Helena

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

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

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

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

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

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


DIOCESE OF HELENA: May 14 Hearing on Ursuline Stay Motion
---------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 14, 2014, at
9:00 a.m., to consider Ursuline Western Province's motion for
relief from the automatic stay in the Chapter 11 case of Roman
Catholic Bishop of Helena, Montana, a Religious Corporation Sole
(Diocese of Helena).

On May 5, Ursuline filed papers in support of its motion for
relief to pursue litigation against the Debtor, stating that the
Ursulines established good cause why they should be granted relief
from the automatic stay.  According to the Ursuline, the Debtor
has not carried its burden of proof under Section 362(g) of the
Bankruptcy Code.  Rather, the Debtor filed a pleading akin to a
motion to dismiss, demanding the Court to analyze state law to
evaluate the merits of the Ursulines' potential claim against the
Debtor.

The Ursuline is represented by:

         Susan G. Boswell, Esq.
         Quarles & Brady LLP
         One S. Church Ave., Suite 1700
         Tucson, AZ 85701-1621
         Tel: (520) 770-8700
         Fax: (520) 623-2418

                    About the Diocese of Helena

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

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

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

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

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

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


DOLAN COMPANY: Peter J. Solomon Approved as Investment Banker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Dolan Company, et al., to employ Peter J. Solomon Company,
L.P., and its affiliate Peter J. Solomon Securities Company, LLC,
as their investment banker.

As reported in the Troubled Company Reporter on April 4, 2014,
PJSC will advise and assist the Debtors in developing a general
strategy for accomplishing any financing or restructuring, as well
as its form and structure.

The Debtors will compensate PJSC an advisory fee of $75,000 per
month.  In the event of any financing, a financing fee equal to
the applicable percentage below of the gross proceeds of that
financing: (i) 1.0% for senior secured debt, (ii) 3.5% for junior
secured or unsecured debt, and (iii) 5.5% for common, preferred,
or other equity.  The firm will also be paid a restructuring
transaction fee equal to $1,500,000.  In the event of any
postpetition sale, a postpetition sale fee equal to the greater of
(x) $1,500,000 in the aggregate for all postpetition sales or (y)
1.5% of aggregate consideration paid or payable in connection with
the postpetition sale, payable at the closing of the sale.

In the 90-day period prior to the Petition Date, PJSC received
from the Debtors $750,000 in restructuring transaction fees, a
$75,000 prepetition retainer, $225,000 in monthly advisory fees,
and $42695 on account of expense reimbursements.

Durc A. Savini, a managing director of Peter J. Solomon Company,
L.P., and Peter J. Solomon Securities Company, LLC, assures the
Court that his 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.

                      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.

The Debtors have filed a request to disband the Equity Committee,
given the "hopeless insolvency" of their estates.


DOLAN COMPANY: Zolfo Cooper's Nysrom Okayed as CRO
--------------------------------------------------
The Bankruptcy Court authorized The Dolan Company, et al., to
employ Zolfo Cooper Management, LLC, to provide interim management
services and designate Kevin Nysrom as chief restructuring officer
for the Debtors.

As reported in the Troubled Company Reporter on April 4, 2014,
Zolfo Cooper's, Mr. Nystrom's and the associate directors'
compensation will consist of: (a) a monthly fee of $150,000 plus
out-of-pocket expenses; (b) a restructuring equal to $400,000 plus
an additional fee of $400,000 if the restructuring results in the
retention of or issuance of warrants for 10% or more of each class
of the existing preferred or common shares of reorganized Dolan
having an aggregate value of at least $10,000,000.  The firm, Mr.
Nystrom and the associate directors' reasonable out-of-pocket
expenses.  The Debtors provided a prepetition retainer of
$150,000.

Mr. Nystrom, a managing director of Zolfo Cooper, LLC, assures the
Court that his 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.

                      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.

The Debtors have filed a request to disband the Equity Committee,
given the "hopeless insolvency" of their estates.


DOTS LLC: May Assume and Assign Leases to Rainbow Southeast
-----------------------------------------------------------
The Bankruptcy Court has authorized Dots, LLC, et al., to assume
and assign unexpired lease of non-residential real property to
Rainbow Southeast Leasing, Inc., pursuant to a lease purchase
agreement dated as of March 7, 2014.

On April 22, the Court authorized the Debtors to assume and assign
unexpired leases of non-residential real property to Rainbow, as
buyer, set forth in the lease purchase agreement for the purchase
of related furniture and fixtures and equipment.

The order also provides that the Debtor may conduct a going out of
business sale until May 31, 2014.  The order also overruled
objections to the Debtors' request.

Southport 2013, LLC, the owner of a shopping center located on
Montauk Highwayin Shirley, New York, objected to the sale motion
stating that it has been deprived of any opportunity to examine
the use to which Rainbow intends to put the premises --
approximately 3,542 square feet of leasable floor area within the
shopping center.  The landlord is represented by:

         Hillary A. Jury, Esq.
         WILK AUSLANDER LLP
         15151 Broadway, 43rd Floor
         New York, NY 10036
         Tel: (212) 981-2300
         Fax: (212) 752-6390

In Cranston/BVR Associates, LLP's objection to the Debtors' motion
to assume or assign amended lease for store number 468 to Rainbow,
it stated that the amended lease cannot be assumed and assigned to
Rainbow because the Debtors cannot satisfy any of the requirements
of Section 365(b)(3) of the Bankruptcy Code.

Cranston/BVT is represented by:

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

As reported in the Troubled Company Reporter on April 9, 2014, the
Debtor requested for authorization to assume and assign to Rainbow
32 unexpired leases of non-residential real property.  The Debtors
entered into a stalking horse purchase agreement with Rainbow,
under which Rainbow committed to purchase up to 201 leases for a
purchase price of $2.1 million.  In orders dated March 31, 2014,
the Court authorized the Debtors to sell six leases to Rainbow.
In an order dated March 27, the Court authorized the Debtors to
sell 26 leases to Rainbow.

                         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: Pearson Simon Okayed as Special Litigation Counsel
------------------------------------------------------------
The Bankruptcy Court authorized Dots, LLC, et al., to employ
Pearson, Simon & Warshaw, LLP as special litigation counsel
effective as of March 13, 2014.

As reported in the Troubled Company Reporter on April 16, 2014,
PSW will represent the Debtors in connection with the Visa/
MasterCard Litigation pending in the District Court for the
Eastern District of New York.

The Debtors relate that they have potential antitrust claims
against credit card companies including, but not limited to, VISA
USA, Inc., MasterCard Incorporated, and their affiliates in In
Re Payment Card Interchange Fee and Merchant Discount Antitrust
Litigation, Master File No. 1720 (the Visa/MasterCard Litigation).
The Debtors opted out of the class in the Visa/MasterCard
Litigation in May 2013.

PSW will be compensated on a 20% contingency fee of any recovery
and costs and expenses capped at $20,000.

To the best of the Debtors' knowledge, PSW does not represent or
hold any interest adverse to the Debtors or their estates with
respect to the matters on which PSW is to be employed.

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  PSW said it intends to make a reasonable effort to
comply with the United States Trustee's requests for information
and additional disclosures as set forth in the New UST Guidelines
both in connection with this application and the interim and final
fee applications to be filed by PSW in the Chapter 11 cases.  PSW
also intends to work cooperatively with the United States Trustee
Program to address the concerns that prompted the adoption of the
New UST Guidelines.

                         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.


DTS8 COFFEE: Alexander Liang Named Board Chairman
-------------------------------------------------
Alexander Liang, a current director of DTS8 Coffee Company, Ltd.,
was appointed as the new chairman of the Company's Board of
Directors effective May 6, 2014.  Mr. Liang was appointed as a
director of the Company on Jan. 20, 2012, and succeeds Mr. Sean
Tan, the current chief executive officer and controlling
shareholder of the Company, as chairman.

As of May 7, 2014, Mr. Liang owns 500,000 shares of common stock
of the Company which he acquired on April 23, 2014.  The Company
has not entered into any material plan, contract or arrangement
with Mr. Liang relating to his services as chairman, and there are
no other direct or indirect transactions between Mr. Liang and the
Company since the beginning of the last fiscal year, or any
currently proposed transactions, which would be required to be
reported pursuant to Item 404(a) of Regulation S-K.

During the past five years, Mr. Liang has not been a director of
any company with a class of securities registered pursuant to
section 12 of the Exchange Act or subject to the requirements of
section 15(d) of the Exchange Act, or any company registered as an
investment company under the Investment Company Act of 1940.

                          About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

Malone & Bailey, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.

DTS8 Coffee incurred a net loss of $1.11 million for the year
ended April 30, 2013, following a net loss of $45,730 for the year
ended April 30, 2012.  The Company's balance sheet at Jan. 31,
2014, showed $4.60 million in total assets, $998,252 in total
liabilities, all current, $3.60 million in total shareholders'
equity.


DRONE AVIATION: Incurs $225,000 Net Loss in First Quarter
---------------------------------------------------------
Drone Aviation Holding Corp., formerly known as Macrosolve Inc.,
filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $224,964 on
$134,808 of revenues for the three months ended March 31, 2014, as
compared with net income of $188,124 on $666,098 of revenues for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $998,266 in
total assets, $924,089 in total liabilities and $74,177 in total
stockholders' equity.

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

                        http://is.gd/s80IJb

                        About Drone Aviation

Drone Aviation Holding Corp. is a Nevada corporation formed on
April 17, 2014, as a wholly owned subsidiary of MacroSolve, Inc.,
an Oklahoma corporation.  Effective April 30, 2014, MacroSolve
merged with and into Drone Aviation, with Drone Aviation as the
surviving entity, for purposes of moving the Company's state of
incorporation from Oklahoma to Nevada.


E. H. MITCHELL: UST Seeks to Convert or Dismiss Ch.11 Case
----------------------------------------------------------
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, filed a
motion with the U.S. Bankruptcy Court seeking conversion or,
alternatively, to dismiss the chapter 11 case of E. H. Mitchell &
Company LLC.

On October 9, 2013, the Court signed and entered a 120-day order
which required, among other things, for the Debtor to file monthly
operating reports, pay statutory quarterly fees, maintain
insurance at an amount at least equal to the replacement value of
the property of the estate, and required that a Plan of
Reorganization be filed within 120 days after the date of the
Order for Relief as provided in Sec. 1121 and Sec. 1123.

On November 4, 2013, the UST conducted an examination of the
Debtor's representatives at the Sec. 341 Meeting of Creditors. At
the conclusion of the meeting, the Debtor's counsel was instructed
to file amendments and to provide documents that had been
previously requested by the UST's office.

The UST said the Debtor has failed to comply with several
requirements, per the Court's prior order, necessary to remain in
Chapter 11, which may include, but may not be limited to, failing
to provide proof of adequate insurance coverage and failing to
timely file monthly reports to account for post-filing activities.

The grounds for cause include, but are not limited to, the
following:

   (a) The Debtor may not have appropriate insurance coverage for
       assets or the estate, and, therefore, may pose a risk to
       the estate or to the public.

   (b) The Debtor has failed to comply with the 120 day order
       issued by this Court and has failed to comply with the U.S.
       Trustee's Operating Guidelines and Reporting Requirements,
       which require, in part, that a debtor insure property of
       the estate and file monthly operating reports on or before
       the fifteenth day of each month.

   (c) The Debtor has failed to submit requested documents or
       otherwise comply with requests made by the UST.2

   (d) The Debtor failed to pay the quarterly fees owed pursuant
       to 28 U.S.C. Sec. 1930.

Accordingly, the UST asserts that the case may be converted or
dismissed under Sec. 1112(b)(4)(C) for failure to maintain
appropriate insurance; Sec. 1112(b)(4)(D) for failure to comply
with an order of the court; Sec. 1112(b)(4)(F) for failure to
timely satisfy filing and reporting requirements; and Sec.
1112(b)(4)(H) for failure to provide information requested by the
UST.

                    About E. H. Mitchell & Company LLC

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr.
E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

The petition was signed by Michael Furr, secretary/member.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.


ECOTALITY INC: May File Plan Next Week; Seeks More Exclusivity
--------------------------------------------------------------
Electric Transportation Engineering Corporation, dba Ecotality
North America and its debtor-affiliates, ask the U.S. Bankruptcy
Court for the District of Arizona to further extend their
exclusive periods to:

  a) file a Chapter 11 plan until June 29, 2014; and
  b) solicit acceptances of that plan until Aug. 28, 2014.

The Debtors' exclusive period to file a Chapter 11 plan is set to
expire May 15, 2014, and the exclusive period to solicit
acceptances of that plan is set to expire July 14, 2014, absent an
extension.

According to the Debtors, since the closing of various sales of
substantially all of their assets in mid-October, the Debtors and
their advisors have spent a substantial amount of time evaluating
different plan structures to determine the best vehicle for
maximizing creditor recoveries.  Active discussions with the
Official Committee of Unsecured Creditors and other parties in
interest led the Debtors and their professional advisors to engage
in a comprehensive analysis of the Debtors' tax attributes, which
analysis also required seeking outside tax specialists to evaluate
the feasibility of a contemplated reorganization structure.

After weighing the relative advantages and disadvantages of
developing and soliciting votes on a plan of reorganization as
compared to a plan of liquidation, the Debtors, in their
reasonable business judgment, now believe, in consultation with
the Creditors' Committee, that a plan of liquidation will best
maximize the value of the Debtors' estates for the benefit of
creditors.

The Debtors and their advisors -- with input from the Creditors'
Committee -- have made significant headway in finalizing a plan of
liquidation and corresponding disclosure statement and intend to
file the relevant documents the week of May 18, 2014, which is a
few days after the current expiration of the Debtors' exclusive
period to file a plan.  The Debtors say they are working
diligently to finalize the plan and accompanying disclosure
statement documents before that date but need additional time to
complete drafting and to obtain board approval of the proposed
plan.

In addition, the Debtors believe that a brief extension will also
allow them to craft and seek approval of procedures and materials
for the solicitation of the plan, which likely will expedite the
normal plan confirmation timeline, while simultaneously providing
ample notice to the creditors regarding their rights under the
proposed plan of liquidation.

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


ECOTALITY INC: To Settle Claims Dispute With Nissan
---------------------------------------------------
Electric Transportation Engineering Corporation dba Ecotality
North America and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Arizona for permission to enter into a
settlement agreement resolving claims of Nissan North America Inc.

The Debtors, the Official Committee of Unsecured Creditors and
Nissan began exchanging settlement proposals on Dec. 19, 2013, in
an effort to settle the fee dispute on mutually agreeable terms
without the expense of further litigation.  Through their good
faith and arm's-length negotiations, the parties have agreed on
the following key terms:

   i. Effective:   The Settlement Agreement shall be binding
      Date         upon the parties, their respective successors
                   and assigns, from the date of entry of an order
                   of the Court approving the Settlement
                   Agreement.

  ii. Settlement:  Within 10 business days of entry of the
      Payment      Approval Order, and conditioned upon Nissan's
                   receipt of a completed W-9 form from
                   the Debtors, Nissan or its affiliate
                   shall pay and deliver to the Debtors the sum of
                   $45,000, in resolution of the Fee Dispute.

iii. Release:     In consideration of the Settlement Payment and
      of NNA       other promises in the Settlement Agreement, the
                   Debtors and the Creditors' Committee and all of
                   their respective affiliates, past and present
                   directors, officers, shareholders, members,
                   agents, servants, employees, representatives,
                   guarantors, predecessors in interest, trustees,
                   administrators, adjusters, attorneys and
                   insurers  shall release Nissan and all of
                   its affiliates, past and present directors,
                   officers, shareholders, members, agents,
                   servants, employees, representatives,
                   guarantors, predecessors in interest, trustees,
                   administrators, adjusters, attorneys and
                   insurers of any and all claims, liens,
                   obligations, demands, claims for relief, causes
                   of action, debts, damages, losses and
                   liabilities of every type and nature
                   whatsoever, which the Debtor releasors ever
                   had, now have or might hereafter have against
                   the Nissan Released Parties, as applicable,
                   whether known or unknown, whether fixed or
                   contingent, whether matured or un-matured,
                   whether direct, indirect or consequential,
                   and whether asserted or unasserted, arising
                   from or related to the DIP financing or the
                   fee dispute.

  iv. Release of:  In consideration of the promises in the
     the Debtors   Settlement Agreement, Nissan and all its
                   affiliates, past and present directors,
                   officers, shareholders, members, agents,
                   servants, employees, representatives,
                   guarantors, predecessors in interest,
                   trustees, administrators, adjusters, attorneys
                   and insurers shall release the Debtors and each
                   of their affiliates, past and present
                   directors, officers, shareholders, members,
                   agents, servants, employees, representatives,
                   guarantors, predecessors in interest, trustees,
                   administrators, adjusters, attorneys and
                   insurers of any and all claims, liens,
                   obligations, demands, claims for relief, causes
                   of action, debts, damages, losses and
                   liabilities of every type and nature
                   whatsoever, which such Nissan releasors
                   ever had, now has or might hereafter have
                   against the Debtors' Released Parties, as
                   applicable, whether known or unknown, whether
                   fixed or contingent, whether matured or
                   unmatured, whether direct, indirect or
                   consequential, and whether asserted or
                   unasserted, arising from or related to the DIP
                   financing or the fee dispute.

According to the Debtors, this settlement agreement is intended to
compromise and fully resolve all issues, disputes, liabilities and
claims existing between each other, arising from or related to the
DIP financing and the fee dispute.  The Debtors believe, in their
business judgment, that it is prudent to settle the fee dispute to
avoid the costs of further litigation.

Nissan has retained as counsel:

   Robert P. Sweeter, Esq.
   WALLER LANSDEN DORTCH & DAVIS, LLP
   511 Union Street, Suite 2700
   Nashville, TN 37219-8966
   Tel: 615-850-8178
   Fax: 615-244-6804
   Email: Robert.Sweeter@wallerlaw.com

A full-text copy of the settlement agreement is available for free
at http://is.gd/JMfe0Z

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


EDENOR SA: General Shareholders Meeting Held
--------------------------------------------
A general ordinary shareholders' meeting of Edenor S.A. was held
on April 29, 2014, at the Corporate Office.  At the Meeting:

    1. it was resolved to appoint shareholders Electricidad
       Argentina S.A., ANSES-FGS Law 26.425 and  The Bank of New
       York ADRS to sign the Meeting's minutes;

    2. it was resolved to approve the Annual Report, Company's
       Financial Statements including General Balance Sheet,
       Statement of Income, Statement of Changes in Shareholders'
       Equity, Statement of Cash Flows, and Notes to the Financial
       Statements, and the Company's Consolidated Financial
       Statements with its subsidiaries, including Consolidated
       General Balance Sheet, Consolidated Statement of Income,
       Consolidated Statement of Changes in Shareholders' Equity,
       Consolidated Statement of Cash Flows, and Notes to the
       Consolidated Financial Statements for the fiscal year ended
       Dec. 31, 2013, Informative Report as required by the Rules
       of the Argentine Securities and Exchange Commission,
       Additional Information required under section 68 of the
       Regulations of the Buenos Aires Stock Exchange, Reports of
       the Certifying Accountant and the Supervisory Committee;

    3. it was resolved that all profits for the 2013 fiscal year
       to be allocated to unappropriated retained earnings, for
       the purposes of absorbing accumulated losses;

    4. it was resolved to: (i) approve the Board of Directors' and
       the Supervisory Committee's performance during the fiscal
       year ended Dec. 31, 2013, to wit: regular Directors in the
       position: Ricardo TORRES; Gustavo MARIANI; Marcos Marcelo
       MINDLIN; Edgardo VOLOSIN; Pablo DIAZ; Maximiliano
       FERNANDEZ; Eduardo LLANOS; Emmanuel ALVAREZ AGIS; Eduardo
       SETTI; Victoria VON STORCH; Eduardo ENDEIZA; Pablo MARTINEZ
       BURKETT; regular Directors who resigned their offices
       during the fiscal year: Patricia CHARVAY; Marcela SACAVINI;
       Valeria MARTOFEL; and alternate Directors who acted as
       regular directors on particular occasions during the fiscal
       year: Leandro MONTERO and Mariano BATISTELLA; (ii) approve
       all acts carried out by the members of the Supervisory
       Committee, Dami n BURGIO, Jose Daniel ABELOVICH, Jorge
       Roberto PARDO, Marcelo FUXMAN and Santiago DELLATORRE,
       during the fiscal year ended Dec. 31, 2013, and until that
       Shareholders' Meeting;

    5. it was resolved to: (i) approve a compensation of
       AR$2,326,666 (Argentine Pesos two million three hundred and
       twenty six thousand and six hundred and sixty six) payable
       to the Board of Directors, delegating upon it its
       distribution, (ii) authorize payment of advances on fees
       payable to the Directors during the fiscal year and until
       the Shareholders' Meeting considering financial statements
       to be closed on Dec. 31, 2014, (iii) approve a total
       compensation of AR$180,000 payable to the regular members
       of the Supervisory Committee, for the fiscal year ended
       Dec. 31, 2013;

    6. it was unanimously resolved to appoint: (i) as regular
       Directors: Ricardo Torres, Marcos Marcelo Mindlin, Pablo
       Diaz, Gustavo Mariani and Edgardo Volos¡n, who would act as
      "non-independent" directors pursuant to the criteria laid by
       the CNV Rules, further noting that Messrs. Volos¡n and
       Torres act as executives in Edenor; and Maximiliano A.
       Fernandez and Eduardo L. Llanos, who would act as
      "independent" directors in accordance with the provisions of
       the CNV; (ii) as alternate Directors: Diego Mart¡n
       Salaverri, Jaime Barba, Damian Mindlin, Leandro Montero,
       Daniel Flaks and Mariano Batistella, who would act as "non-
       independent" directors pursuant to the criteria laid by the
       CNV Rules, further noting that Messrs. Barba, Montero and
       Flaks act as executives in the Company; and Diana Mondino,
       who would act as "independent" director in accordance with
       the provisions of the CNV;

    7. it was unanimously resolved to appoint Damian Burgio and
       Jose Daniel Abelovich as regular members, and Santiago
       Dellatorre and Marcelo Fuxman as alternate members;

    8. it was resolved to approve fees payable to the certifying
       accountant for his services during the fiscal year ended
       Dec. 31, 2013, for AR$3,096,870 to Andres Suarez and
       Norberto Fabi n Montero as members of said accounting
       firm;

    9. it was resolved to: (i) appoint Andres Suarez as regular
       certified accountant and Norberto Fabian Montero as
       alternate certified accountant, both partners in PwC SRL,
       for the fiscal year to be closed on Dec. 31, 2014, (ii)
       postpone to next General Ordinary Shareholders' Meeting
       approval of fees payable to the independent auditor for the
       fiscal year to be closed on Dec. 31, 2014;

   10. it was resolved that budget of the Audit Committee and of
       the Board of Directors' Executive Board would be AR$241,000
       and AR$0, respectively;

   11. it was resolved to authorize Jaime J. Barba, Carlos D.
       Ariosa, M. Belen Gabutti and Gabriela L.  Chillari, for any
       of them, acting on behalf of the Company, to file the
       resolutions approved by the Shareholders' Meeting and to
       carry out any proceedings required by the relevant
       entities, including, without limitation, any filings
       required for registration with the CNV, the BCBA and the
       Argentine Superintendence of Corporations (Inspeccion
       General de Justicia), as applicable.

A copy of the Form 6-K regulatory filing is available for free at:

                        http://is.gd/tem6Tg

                           About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor SA reported profit of ARS 772.7 million on ARS 3.44 billion
of revenue from sales for the year ended Dec. 31, 2013, as
compared with a loss of ARS 1.01 billion on ARS 2.97 billion of
revenue from sales in 2012.  Edenor reported a net loss of
ARS 291.38 million in 2011.  As of Dec. 31, 2013, the Company had
ARS 7.25 billion in total assets, ARS 6.08 billion in total
liabilities and ARS 1.17 billion in total equity.


EDUCATION MANAGEMENT: S&P Lowers CCR to 'CCC-'; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pittsburgh-based for-profit post-secondary school
operator Education Management LLC (EDMC) to 'CCC-' from 'CCC+'.
The rating outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's senior secured credit facilities to 'CCC-' from 'CCC+',
in accordance with its notching criteria for a '3' recovery
rating, reflecting S&P's expectation for meaningful (50% to 70%)
recovery for lenders in the event of default.

S&P also lowered its issue-level rating on the company's senior
unsecured notes to 'C' from 'CCC-', in conjunction with the
corporate credit rating downgrade.  The recovery rating on this
debt remains '6', signifying S&P's expectation for negligible (0%
to 10%) recovery.

The downgrade reflects the heightened risk of a covenant violation
under the company's senior secured credit facility at fiscal year
end June 30, 2014.  Although credit metrics are similar to many
'B' category rated credits, industry trends and the company's own
revenue and cash flow trajectory suggest that the capital
structure is unsustainable.  On May 1, 2014, EDMC announced that
it drew down all remaining availability ($220 million) under its
$328 million revolver and it is not likely to meet its financial
covenants at fiscal year-end.  The company has also hired a
financial advisor and is in discussions with its lenders about its
overall capital structure.  EDMC's revolver matures in June 2015,
while its $730 million senior secured term loan (tranche C-2)
matures in June 2016 and its $342 million senior secured term loan
(tranche C-3) matures in March 2018.  The company also has $203
million in senior PIK notes due July 2018, and there are cross
default provisions governing the notes.

"Our 'CCC-' rating reflects our expectation that enrollment
declines will continue over the near term, partially because of
tougher regulatory standards since 2011 that have affected
recruiting efforts.  Given the fixed costs of the business, we
expect enrollment declines will lead to weaker credit metrics and
cash flow generation, and much slower deleveraging across the
industry. Education Management, like other for-profit operators,
depends on Title IV federal student loan programs and students'
willingness to take on debt despite a slow economic recovery and
gradually declining unemployment.  We expect the company's revenue
and EBITDA trends to remain under significant pressure in fiscal-
year 2014 and potentially beyond, as changes in marketing
practices, negative publicity regarding past practices, difficulty
in students obtaining financial aid, and increased disclosure
requirements to potential students continue to be obstacles to a
recovery in enrollments.  We view Education Management's business
risk profile as "vulnerable" because of the severe pressure of
regulatory risk on its market position and business fundamentals.
We assess the company's financial risk profile as "highly
leveraged" because we expect lease-adjusted debt leverage above 5x
and minimal discretionary cash flow generation to reduce total
debt levels," S&P said.  S&P's management and governance
assessment is "fair."


ELEPHANT TALK: Presented at Sidoti Conference
---------------------------------------------
Elephant Talk Communications Corp. presented at the Sidoti Semi-
Annual Conference on May 9, 2014.  The presentation included
financial information for the Company's first quarter ended
March 31, 2014.  The form of slide show presentation used by
management of the Company is available for free at:

                         http://is.gd/5qV4QL

                         About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011.  As of Dec. 31, 2013, the Company had $43.31 million in
total assets, $19.58 million in total liabilities and $23.73
million in total stockholders' equity.


EMPIRE RESORTS: Points Program to Benefit Local Businesses
----------------------------------------------------------
Empire Resorts, Inc., and its subsidiaries, intends to launch a
casino player points reward program, if granted a gaming facility
license, that can be utilized by Empire's guests at eligible local
community businesses in Sullivan County and the Catskills region
of upstate New York.  Player points will be earned by guests at
Empire's casino -- to be located at Adelaar -- the four-season,
$750 million destination resort planned for Sullivan County - and
will be able to be redeemed at the Company's player points reward
program partner businesses.

The Empire player points reward program will provide guests with
the opportunity to earn points for slot and table play, and if
permitted by the New York State Gaming Commission, guests will be
rewarded for enjoying hotel, dining, entertainment, and spa
experiences at Empire's Gaming Facility as well.  Empire intends
for the player points to be redeemable at local businesses
throughout the county and region.  If permitted, this program
would provide Empire's valued guests the opportunity to experience
the wide variety of excellent and diverse entertainment, retail
and hospitality options in Sullivan County and the Catskills,
while fostering economic growth for local businesses.

"After decades operating in the Catskills and three years planning
our Gaming Facility development in Sullivan County, our commitment
to the region is unquestionable.  This program will allow us to
connect our guests to our community in a measureable way," said
Empire's CEO Joseph D'Amato.  "Our casino and the entire Adelaar
destination resort will be part of the fabric of Sullivan County
and the region.  We are looking forward to working with many local
business, and we are pleased to have this opportunity to
externalize our future success into our community.  This program
represents the first of several significant steps we will take to
maximize our positive impact in Sullivan County and beyond."

"Empire continues to show its unwavering support for the community
of Sullivan County," said Sullivan County Chamber of Commerce
President Cathy Paty.  "This player points reward program that can
benefit our local businesses is just another example of their
level of engagement.  This program will be impactful for local
businesses, and is a great chance to showcase much of what our
County has to offer."

Empire will be conducting an information seminar in the near
future for local community businesses in Sullivan County and the
Catskills region of upstate New York to explain how the program
operates and how those businesses can become a part of the Empire
player points reward program.

Local business interested in being an Empire player points reward
program partner business should register their interest by sending
an email to communityoutreach@empireresorts.com

Adelaar has in place essentially all of its approvals and permits
to enable Empire to commence construction immediately upon the
awarding of a Gaming Facility License to Empire.  Those approvals
and permits include zoning, master development and environmental
approvals for the destination resort, as well as site plan,
infrastructure and permits to commence and complete the state-of-
the-art casino and resort core, indoor waterpark hotel, and
renovation of the 18-hole Monster golf course.

In addition, the Town of Thompson Board recently voted in favor of
supporting Monticello Raceway Management, Inc.'s application to
the New York State Facility Location Board for a Gaming Facility
License.  MRMI - which is a wholly-owned subsidiary of Empire -
has signed a Labor Peace Agreement with the New York Hotel and
Motel Trades Council, and MRMI's construction manager has signed a
Project Labor Agreement with the Hudson Valley Building and
Construction Trades Council.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$27.05 million in 2013 following a net loss applicable to common
shares of $2.26 million in 2012.  As of Dec. 31, 2013, the Company
had $39.04 million in total assets, $48.82 million in total
liabilities and a $9.77 million total stockholders' deficit.


ENDEAVOUR INTERNATIONAL: Incurs $45.3 Million Loss in 1st Quarter
-----------------------------------------------------------------
Endeavour International Corporation reported a net loss to common
stockholders of $45.32 million on $94.16 million of revenues for
the three months ended March 31, 2014, as compared with a net loss
to common stockholders of $14.50 million on $57.67 million of
revenues for the same period in 2013.

As of March 31, 2014, the Company had $1.53 billion in total
assets, $1.49 billion in total liabilities, $43.70 million in
series C convertible preferred stock and a $5.93 million
stockholders' deficit.

"Despite a challenging quarter, we continue to execute on our
business plan, as evidenced by the list of recent events," said
William L. Transier, chairman, chief executive officer and
president.  "The Company is focused on growing production by
achieving more consistent performance from its assets, maintaining
operational margins, reducing G&A, enhancing liquidity, reducing
cost of capital and accelerating value from our existing
portfolio."

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

                        http://is.gd/j7WxHL

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/YBOEta

                      About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

Endeavour International reported net loss of $95.47 million in
2013, a net loss of $126.22 million in 2012 and a net loss of
$130.99 million in 2011.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


ENDICOTT INTERCONNECT: Has Sept. 3 Exclusive Solicitation Period
----------------------------------------------------------------
The Hon. Diane Davis of the U.S. Bankruptcy Court for the Northern
District of New York extended the exclusive period of Endicott
Interconnect Technologies Inc. and its debtor-affiliates to
solicit acceptances of their amended Chapter 11 plan of
liquidation until Sept. 3, 2014.

EIT on Dec. 23, 2013, filed its Liquidation Plan and proposed
disclosure statement.  The accompanying disclosure materials had
unsecured creditors getting an estimated recovery of 1% to 2% on
about $35 million in claims.  The initial hearing to consider
approval of the Disclosure Statement was held on Feb. 27, 2014.
Since that time, the Debtors' counsel has worked with the Office
of the U.S. Trustee and the Official Committee of Unsecured
Creditors to resolve their objections to the Disclosure Statement.
In addition, the Debtors are working to resolve certain priority
and general unsecured claims that will impact the overall
distribution to creditors in the Chapter 11 cases.

The Debtors told the Court they intend to file an amended Plan
and amended Disclosure Statement, incorporating the resolved
objections and claims by April 24, and anticipate that the Court
will schedule the hearing to confirm the amended Plan during May
or June 2014.

                   About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be $20.8
million in claims to bring against insiders.  In August 2013, the
judge authorized the committee to conduct an investigation of the
insiders.


ENERGY FUTURE: Defends Decision to File Bankruptcy in Delaware
--------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Energy Future Holdings Corp. says its troubles are rooted in its
balance sheet, not in its Texas business, so the Chapter 11
restructuring it launched in Delaware should stay in the small
state, familiar territory to bankers and bankruptcy professionals.

According to the Journal, the power seller responded to a call
from unhappy creditors to push the big bankruptcy proceeding out
of Delaware to a court close to Energy Future's corporate
headquarters in Dallas. Energy Future said its focus "is on
rehabilitation of the . . . balance sheet, not a liquidation where
employees would be out of a job." The big creditors, and the big
professional firms working on the bankruptcy, are far from Texas,
Energy Future's lawyers said.

The debate over whether troubled corporations should work through
their problems where local interests can keep a close eye on the
action has gone on for years, the Journal noted.  Critics say the
tendency for big corporations from all over the country to file in
New York or Delaware is a slap at regional sensibilities.

Ease of travel for New York-based firms and lenders, access to
experienced judges and Delaware's corporate-friendly legal system,
all invite Chapter 11 filings in Wilmington, the Journal said.

Energy Future's response echoes defenders who say that when a
company owes big money, catering to the convenience of the East
Coast big banks is the smart play, the Journal further noted.
Energy Future has $42 billion worth of debt it can't pay off.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the bankruptcy of Energy Future was significant or
insignificant, depending on whether the failure of the largest
leveraged buyout is measured in dollar amount of debt.

Measured in amount of debt, Energy Future was the second-largest
default in history, with $40 billion in debt rated by Moody's
Investors Service, the Bloomberg related.  The largest was General
Motors Corp., with $50 billion in rated debt, Bloomberg said.

Judged by dollar amount, the world-wide junk-bond default rate
rose in April to 2.2 percent from 0.9 percent the month before,
Moody's said in a report on May 8, Bloomberg further related.  In
the U.S., the Energy Future bankruptcy raised the junk default
rate to 2.1 percent from 0.4 percent.

           About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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.


ENERGY FUTURE: Commences Cash Tender Offer for 2nd Lien Notes
-------------------------------------------------------------
Energy Future Intermediate Holding Company LLC ("EFIH"), a wholly-
owned subsidiary of Energy Future Holdings Corp. ("EFH Corp."),
and EFIH Finance Inc. ("EFIH Finance" and together with EFIH, the
"Issuer") on May 9 commenced an offer to purchase EFIH Second Lien
Notes for cash as a voluntary settlement with respect to the
Issuer's obligations under the EFIH Second Lien Notes (such
settlement, the "EFIH Second Lien Settlement").  The EFIH Second
Lien Settlement is open to all holders of the Issuer's 11% Senior
Secured Second Lien Notes due 2021 (the "EFIH 11% Second Lien
Notes") and 11.750% Senior Secured Second Lien Notes due 2022 (the
"EFIH 11.750% Second Lien Notes" and together with the EFIH 11%
Second Lien Notes, the "EFIH Second Lien Notes").

Pursuant to that certain Restructuring Support and Lock-Up
Agreement, dated as of April 29, 2014, certain holders of EFIH
Second Lien Notes holding, in the aggregate, approximately 35% of
the aggregate outstanding principal amount of EFIH Second Lien
Notes have agreed to a voluntary settlement with respect to the
Issuer's obligations under the EFIH Second Lien Notes.

Upon the terms and subject to the conditions of the offer to
purchase with respect to the EFIH Second Lien Settlement, each
holder of EFIH Second Lien Notes that validly tenders its EFIH
Second Lien Notes on or prior to 5:00 p.m., New York City time, on
May 23, 2014, unless extended by EFIH at its sole discretion (the
"Early Participation Date") will be eligible to receive on the
closing date of the offer (the "Settlement Date") as payment in
full of any claims arising out of such holder's interest in the
Second Lien Notes an amount, paid in cash, equal to (i) $1,123.22
for each $1,000 principal amount of EFIH 11% Second Lien Notes and
(ii) $1,166.22 for each $1,000 principal amount of EFIH 11.750%
Second Lien Notes tendered based on an assumed Settlement Date of
June 11, 2014, which amounts will be decreased in each case by
$0.14 for each day after June 11, 2014 that the Settlement Date
occurs (such amount as may be reduced, the "Total Consideration").
The Total Consideration includes an early participation payment
(the "Early Participation Consideration") of $50.00 per $1,000
principal amount of EFIH Second Lien Notes validly tendered on or
prior to the Early Participation Date.  Each holder that validly
tenders its EFIH Second Lien Notes after the Early Participation
Date and on or prior to the Expiration Date will be eligible to
receive on the Settlement Date an amount, paid in cash, equal to
the Total Consideration less the Early Participation Consideration
(the "Tender Consideration").

Securities           CUSIP
                        Number(s

EFIH 11% Second
Lien Notes              29269QAB3

EFIH 11.750%
Second Lien Notes       U29197AB3


Aggregate        Tender
Principal        Consideration(1)
Amount           (2)
Outstanding

$406,392,000     $1,073.22

$1,750,000,000   $1,116.22

Early            Total
Participation    Consideration(1)
Consideration    (2)

$50.00           $1,123.22

$50.00           $1,166.22

(1) Does not include accrued and unpaid interest up to, but not
including, the Settlement Date, which will be paid on all of the
EFIH Second Lien Notes accepted for purchase in the offer.

(2) The Total Consideration (and therefore also the Tender
Consideration) will be decreased by $0.14 for each day after June
11, 2014 that the Settlement Date occurs.

The offer period for the EFIH Second Lien Settlement will expire
at 11:59 p.m., New York City time, on June 6, 2014 (the
"Expiration Date"), unless extended or earlier terminated by the
Issuer in its sole discretion.  The Issuer does not intend to
permit the offer period for the EFIH Second Lien Settlement to
expire prior to the date the EFIH Second Lien Settlement is heard,
and approved, by the bankruptcy court.

In connection with the offer, the Issuer expects to obtain new
debt financing through the issuance of approximately $1.9 billion
of 8% Convertible Second Lien Subordinated Secured DIP Financing
Notes due 2016 (the "EFIH Second Lien DIP Notes Financing").  The
Tender Consideration, the Early Participation Consideration and
the fees and expenses of the offer are expected to be paid with
the proceeds of the EFIH Second Lien DIP Notes Financing and, if
necessary, with cash on hand.  The EFIH Second Lien DIP Notes
Financing will not be registered under the Securities Act of 1933
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

The consummation of the EFIH Second Lien Settlement is subject to
several conditions, including, among others, the closing of the
EFIH Second Lien DIP Notes Financing, which is also subject to
several conditions.  The EFIH Second Lien Settlement will not be
consummated unless, among other things, the bankruptcy court
approves the EFIH Second Lien DIP Notes Financing and the EFIH
Second Lien Settlement.

A holder that participates in the EFIH Second Lien Settlement will
be required to tender all of its EFIH Second Lien Notes.  No
holder is required to participate in the EFIH Second Lien
Settlement, and any holder's participation is voluntary.  The EFIH
Second Lien Settlement is not conditioned on any minimum
participation of holders of EFIH Second Lien Notes in the offer.
Subject to applicable law, the Issuer reserves the right to
terminate, withdraw or amend the right to participate in the EFIH
Second Lien Settlement.

All EFIH Second Lien Notes that are not tendered pursuant to the
offer to participate in the EFIH Second Lien Settlement will, upon
receipt of all necessary bankruptcy court approvals and
consummation of the EFIH Second Lien DIP Notes Financing, be
repaid in full in an amount equal to all outstanding principal
plus accrued and unpaid interest up to but not including the
consummation of the EFIH Second Lien DIP Notes Financing at the
non-default rate due and owing under the EFIH Second Lien Notes
(which will not include any alleged premiums, settlements, fees or
claims relating to repayment of such claims).  Unless otherwise
ordered by the bankruptcy court, accrued and unpaid interest will
not include any additional interest payable under the registration
rights agreement entered into in connection with the issuance of
the EFIH 11.750% Second Lien Notes or interest on overdue interest
following a default in the payment of interest on an interest
payment date.  Notwithstanding the EFIH Second Lien Settlement,
EFH Corp., EFIH and EFIH Finance, among others, intend to initiate
(if necessary) litigation to obtain entry of an order from the
bankruptcy court disallowing any and all claims derived from, or
based upon, makewhole or other similar payment provisions under
the EIFH Second Lien Notes.

Epiq Systems is serving as the Offer Agent and Depositary Agent,
and may be contacted by telephone at (646) 282-2500 or toll free
at (866) 734-9393, or by email at tabulation@epiqsystems.com
(please reference "EFIH Second Lien Offer" in the subject line).

Other Information

This press release will not constitute an offer to sell, or the
solicitation of an offer to buy, any EFIH Second Lien Notes, the
EFIH Second Lien DIP Notes Financing or any other security.  The
offer to participate in the EFIH Second Lien Settlement is being
made only pursuant to the offer to purchase and the related letter
of transmittal.  The offer to participate in the EFIH Second Lien
Settlement is not being made to persons in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.

Nothing in this press release will constitute or be deemed to
constitute a solicitation by any party of votes to approve or
reject a Chapter 11 plan of reorganization.  A solicitation with
respect to votes to approve or reject a Chapter 11 plan of
reorganization may only be commenced once a disclosure statement
that complies with section 1125 of the United States Code, 11
U.S.C. 101 et. seq., has been approved by the United States
Bankruptcy Court for the District of Delaware.

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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: Proposes to Refinance Existing Debt
--------------------------------------------------------
EnergySolutions, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it is seeking to
refinance its existing debt.  The Company plans to refinance its
existing debt in order to reduce interest expense, improve
operational flexibility and position its business for future
growth.

The Proposed Refinancing has not been consummated or committed to,
and the Company provides no assurance that it may or will be
pursued, entered into or consummated.

A copy of a presentation to be made to potential lenders, dated
May 7, 2014, in connection with the Proposed Refinancing is
available for free at http://is.gd/fZ1S6r

                       About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012 as
compared with a net loss of $193.64 million in 2011.  The
Company's balance sheet at Sept. 30, 2013, showed $2.34
billion in total assets, $2.10 billion in total liabilities and
$239.11 million in total equity.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

In October 2013, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating on EnergySolutions and revised its
outlook to stable from positive.  "The outlook revision reflects
our view that the company is likely to maintain higher debt levels
than our previous expectation of $675 million," S&P said.


ENGLOBAL CORP: Posts $1.8 Million Net Income in First Quarter
-------------------------------------------------------------
ENGlobal Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
and comprehensive income of $1.81 million on $26.89 million of
operating revenues for the three months ended March 29, 2014, as
compared with net income and comprehensive income of $1.93 million
on $49.76 million of operating revenues for the three months ended
March 30, 2013.

As of March 29, 2014, the Company had $47.46 million in total
assets, $23.07 million in total liabilities and $24.39 million in
total stockholders' equity.

Mark Hess, ENGlobal's chief financial officer, said: "I believe we
are beginning to see the results of the initiatives that we began
undertaking in late 2012 and early 2013.  We have pared the
company down to a smaller, more focused operation, and reduced the
risk profile of the projects we are undertaking, and are
maintaining strict control over our overhead costs.  As a result,
our margins are improving.  We have no borrowings under our
current credit facility and have maintained a healthy cash balance
during the quarter.  While there is always room for improvement, I
believe we are in a strong financial position and poised for
future growth."

"I can't be more proud of the significant progress we have made,
which is reflected in today's report," said William Coskey, P.E.,
Chairman and chief executive officer of ENGlobal.  "I would like
to thank all of our stakeholders -- our valued customers,
employees and investors -- for their continued support."

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

                        http://is.gd/41wrwZ

                          About ENGlobal

Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of
engineering and related project services primarily to the energy
sector throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and
Engineering.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of advanced
automation, control, instrumentation and process analytical
systems.  The Engineering segment provides consulting services for
the development, management and execution of projects requiring
professional engineering, construction management, and related
support services.

ENGlobal incurred a net loss of $2.98 million for the year ended
Dec. 28, 2013, a net loss of $33.60 million for the year ended
Dec. 29, 2012 and a net loss of $7.07 million for the year ended
Dec. 31, 2011.


EURAMAX HOLDINGS: Incurs $19.3 Million Net Loss in First Quarter
----------------------------------------------------------------
Euramax Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $19.27 million on $169.90 million of net sales for the
three months ended March 28, 2014, as compared with a net loss of
$28.11 million on $172.54 million of net sales for the three
months ended March 29, 2013.

The Company's balance sheet at March 28, 2014, showed $593.21
million in total assets, $721.29 million in total liabiities and a
$128.08 million total shareholders' deficit.

Hugh Sawyer, interim pPresident of Euramax Holdings, Inc., and a
professional in Huron Consulting Group's Business Advisory
Practice, commented, "Our operating performance for the first
quarter of 2014 reflects the unusually severe and sustained winter
weather conditions that were experienced throughout many of our
core sales territories in North America and factors associated
with a modest economic recovery in Europe.  We believe the
negative weather conditions in North America may result in a
shorter building season this year so we continue to carefully
manage our costs as we attempt to gain greater visibility into our
2014 volumes."

Mr. Sawyer stated, "Although we experienced a small decline in
consolidated net sales for the first quarter of 2014 compared to
the prior year quarter, income from operations improved $2.4
million from a loss of $7.4 million in the first quarter of 2013
to a loss of $5.0 million in the first quarter of 2014.  This
improvement is primarily the result of a reduction in other
operating charges in our European segments and other factors
including the initial impact of various initiatives underway which
we expect to reduce operating costs, improve efficiency and better
position the Company for any potential improvement in external
conditions."

Added Mr. Sawyer, "During the first quarter we also announced
strategic modifications to our management structure which we
believe will drive speed of execution, while enabling the Company
to continue to provide innovative solutions and high quality
products to its customers in the North American market."

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

                         http://is.gd/MrzIBv

                        About Euramax Holdings

Euramax Holdings Inc. is an international producer of metal and
vinyl products sold to the residential repair and remodel, non-
residential construction and recreational vehicle markets
primarily in North America and Europe.  It considers itself a
leader in several niche product categories, including preformed
roof-drainage products sold in the U.S., metal roofing and siding
for wood frame construction in the U.S., and aluminum siding for
towable RVs in the U.S. and Europe.

                           *     *     *

As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings
from Moody's and "B-" long-term debt ratings from Standard &
Poor's.


EVERGREEN AVIATION: Trustee Seeks Nod for $4MM Asset Sale
---------------------------------------------------------
Law360 reported that the Chapter 7 trustee for Evergreen
International Aviation Inc. asked a Delaware bankruptcy judge to
sign off on the sale of the bulk of the company's assets to Jet
Midwest Group LLC for nearly $4.3 million.

According to the report, trustee Alfred T. Giuliano, who oversees
the bankruptcy estate, is seeking court approval to sell the
assets of Evergreen and a trio of its affiliates to Jet Midwest,
which will pay $4.275 million cash and assume any liabilities or
cure costs related to contracts and leases.

The deal makes sound business sense, Giuliano said, as most of
Evergreen's businesses have been shuttered and the purchase price
represents fair market value for the assets, the report related.

"As the subject debtors are no longer operating, except on a
limited basis by the trustee for the purposes of preserving
assets, the trustee believes it is in the best interest of the
subject debtors' estates and all parties in interest to sell as
many of their assets as possible for the purpose of reducing
claims and cutting off the potential accumulation of
administrative expenses that results from the estates' retention
and maintenance of the assets," the sale motion said, the report
further related.

                  About Evergreen International

Evergreen International Aviation Inc., an air cargo carrier that
halted operations in November 2013, filed a petition for
liquidation in Chapter 7 on Dec. 31, 2013 (Bankr. D. Del. Case No.
13-13363).

Three creditors owed a total of $468,000 filed an involuntary
bankruptcy petition in Brooklyn, New York on Dec. 18, 2013 (Bankr.
E.D.N.Y. Case No. 13-47494).  By filing a voluntary petition,
Evergreen indicated a preference for being liquidated in Delaware
rather than in Brooklyn.

The petition in Delaware listed assets worth less than $100
million and debt exceeding $100 million.


EXIDE TECH: Amends Employment of Newmark Midwest
------------------------------------------------
Exide Technologies asks the U.S. Bankruptcy Court for the District
of Delaware to approve a supplement to the employment of Newmark
Midwest Region LLC dba Newmark Grubb Knight Frank as its real
estate consultant nunc pro tunc to April 23, 2014.

The Court on Nov. 13, 2013, approved its request to employ the
firm as real estate consultant.

The Debtor now tells the Court that the firm will provide the
additional services, at its sole and exclusive direction, which
include appraisal services for some or all of the Debtor's owned
properties, as determined necessary in connection with the
Debtor's valuation analysis for a plan or any potential
divestitures.  The Debtor assures the Court that the additional
services will not duplicate the services that other professionals
will be providing to the Debtor in the Chapter 11 Case.

In consideration of the additional services, subject to Court
approval, the Debtor has agreed to pay Newmark Grubb these fixed
fees for each appraisal:

  -- $4,500 per industrial property or industrial site;
  -- $3,500 per improved residential property;
  -- $1,200 per leased residential property; and
  -- $900 per residential subdivision lot.

A hearing is set for May 14, at 10:00 a.m., to consider the
Debtor's request.

As reported in the Troubled Company Reporter on Nov, 1, 2013,
the firm was expected to provide these services:

   (a) negotiate agreements with landlords for extensions to the
       time frame for Debtor to assume or reject leases;

   (b) negotiate with landlords, individual or multi-site, and
       their agents with respect to lease modifications and
       present proposed transactions for the Debtor's approval;

   (c) assist the Debtor in implementing and negotiating lease
       restructures;

   (d) provide general lease restructuring advice, including
       forming broker opinions of value, writing recommendation
       reports and landlord letters;

   (e) assist in communication and negotiation with the Debtor's
       constituents, including creditors, employees, vendors,
       shareholders, and interested parties in connection with the
       Chapter 11 Case relative to the Debtor's leases;

   (f) negotiate with and soliciting offers from prospective
       relocation alternatives;

   (g) negotiate sales of certain owned properties; and

   (h) any other service set forth in the Engagement Letter.

Steven Monroe, executive managing director and co-chair of the
corporate lease restructuring group of Newmark Grubb, 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.

Newman Grubb can be reached at:

       Steven J. Monroe
       NEWMARK GRUBB KNIGHT FRANK
       500 W Monroe St., Suite 2900
       Chicago, IL 60661
       Tel: (312) 224-3123
       E-mail: smonroe@ngkf.com

                  About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECH: Court Approves Accord With Noteholders, WF and BofA
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved the stipulation and agreement
entered into by Exide Technologies, Wells Fargo Bank National
Association, the Unofficial Noteholder Committee, and JPMorgan
Chase Bank N.A., acting as debtor-in-possession administrative
agent.

Under the agreement, the parties allowed current cash payments
payable under an existing indenture to be made to the pre-petition
note trustee -- for the benefit of itself and the pre-petition
noteholders -- for the period commencing Nov. 1, 2013, for all
actual and documented reasonable professional fees and expenses to
any other professional retained by the pre-petition notes trustee
under the existing indenture, including financial advisor, in an
amount not to exceed $25,000 per month on a rolling basis, all
such fees and expenses to be submitted and paid pursuant to the
final debtor-in-possession order.

A full-text copy of the stipulation and agreement is available for
free at http://is.gd/0jwtPu

                  About Exide Technologies

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

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

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

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

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

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

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


FANNIE MAE: Posts $5.3 Billion Net Income in First Quarter
----------------------------------------------------------
Federal National Mortgage Association filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income attributable to Fannie Mae of $5.32
billion on $29.17 billion of total interest income for the three
months ended March 31, 2014, as compared with net income
attributable to Fannie Mae of $58.68 billion on $30.18 billion of
total interest income for the same period in 2013.

Fannie Mae reported the company's ninth consecutive quarterly
profit for the first quarter of 2014.  Key financial drivers
included stable revenues attributable to guaranty fees and
declining revenues attributable to the Company's retained mortgage
portfolio.  Net revenues included $4.1 billion in revenue from
settlement agreements in the first quarter of 2014 relating to
private-label mortgage-related securities sold to Fannie Mae.  In
addition, the company benefited from $1.0 billion in credit-
related income, offset by fair value losses of $1.2 billion as a
result of a decrease in longer-term interest rates during the
first quarter of 2014.

As of March 31, 2014, the Company had $3.22 trillion in total
assets, $3.21 trillion in total liabilities and $8.09 billion in
total equity.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency ("FHFA") since Sept. 6, 2008.  Fannie Mae
has not received funds from Treasury since the first quarter of
2012.  The funding the company has received under its senior
preferred stock purchase agreement with Treasury has provided the
company with the capital and liquidity needed to fulfill its
mission of providing liquidity and support to the nation's housing
finance markets and to avoid a trigger of mandatory receivership
under the Federal Housing Finance Regulatory Reform Act of 2008.
For periods through March 31, 2014, Fannie Mae has requested
cumulative draws totaling $116.1 billion and paid $121.1 billion
in dividends to Treasury.  Under the senior preferred stock
purchase agreement, the payment of dividends cannot be used to
offset prior draws.  As a result, Treasury maintains a liquidation
preference of $117.1 billion on the Company's senior preferred
stock.

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

                         http://is.gd/E4JJM7


A copy of the Company's press release is available at:

                         http://is.gd/s8phaa

                           About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $83.98 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.22 billion on $129.19 billion
of total interest income for the year ended Dec. 31, 2012.


FINJAN HOLDINGS: Incurs $2 Million Net Loss in First Quarter
------------------------------------------------------------
Finjan Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2 million on $175,000 of revenues for the three months ended
March 31, 2014, as compared with a net loss of $767,000 on $0 of
revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $26.91
million in total assets, $1.55 million in total liabilities and
$25.35 million in total stockholders' equity.

Finjan Holdings received confirmation that its application to list
the Company's common stock on The NASDAQ Capital Market has been
approved by The NASDAQ Stock Market, a unit of the NASDAQ OMX
Group.  The Company's common stock is expected to begin trading on
The NASDAQ Capital Market effective with the start of trading on
May 12, 2014, under its current trading symbol "FNJN".

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

                         http://is.gd/fjV1Tt

                             About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $6.07 million on $744,000
of revenues for the year ended Dec. 31, 2013, as compared with net
income of $50.98 million on $0 of revenues in 2012.


FINJAN HOLDINGS: Director Ed Gildea Quits
-----------------------------------------
Edward Gildea resigned from his position as a member of the Board
of Directors of Finjan Holdings, Inc., effective May 8, 2014.  As
a director and executive of Converted Organics Inc., Mr. Gildea
served on the Board during the transition period following the
Company's 2013 reverse merger with Converted Organics Inc.  With
the recent appointments of additional Board members and the
Company's imminent listing with NASDAQ, Mr. Gildea has decided to
transition to other pursuits.  Mr. Gildea's resignation is not due
to any disagreements with the Company on any of the Compoany's
operations, policies or practices.

                            About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $6.07 million in 2013, as
compared with net income of $50.98 million in 2012.  As of
Dec. 31, 2013, the Company had $27.94 million in total assets,
$924,000 in total liabilities and $27.02 million in total
stockholders' equity.


FIRSTENERGY TRANSMISSION: S&P Rates $1BB Revolver Unsec. Debt BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issuer
credit rating to FirstEnergy Transmission LLC (FET).  At the same
time, S&P assigned a 'BB+' rating to FET's $1 billion unsecured
revolving credit facility.  The rating outlook is stable.

S&P's 'BBB-' issuer credit rating (ICR) on FET reflects parent
FirstEnergy Corp.'s group credit profile (GCP).

"The stable outlook incorporates our expectation that parent
FirstEnergy's competitive businesses will account for about 30% of
the total company and that the consolidated financial measures are
maintained at the lower end of the range for the significant
financial risk profile category," said Standard & Poor's credit
analyst Gabe Grosberg.  "Risks to our forecast include a weaker-
than-expected economy and sustained weak electricity market
prices," said Mr. Grosberg.

S&P could lower the ratings if FirstEnergy's consolidated
financial measures consistently weaken to the "aggressive"
financial risk profile category so that FFO to debt is
consistently lower than 13% and debt to EBITDA is consistently
higher than 4.5x.  This would most likely occur if the retail
market price for electricity decreased to about $52 per megawatt
hour (MWh).

S&P could consider raising its credit rating if FirstEnergy's
consolidated FFO to debt consistently strengthens to the middle of
the range for the "significant" financial risk profile category.
This would most probably occur if GDP grew by more than 4.5% and
market electricity prices consistently rose to higher than $64 per
MWh.

S&P rates FET's $1 billion unsecured revolving credit facility
'BB+' or one notch lower than the ICR because of structural
priority obligations exceeding 20% of assets.  FET's subsidiaries,
American Transmission Systems Inc. and Trans-Allegheny Interstate
Line Co., are also borrowers of the $1 billion revolving credit
facility, on a several (and not joint) basis.


FIRST SECURITY: Files Form 10-Q, Incurs $45,000 Loss in Q1
----------------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $45,000 on $8.32 million of total interest income
for the three months ended March 31, 2014, as compared with a net
loss of $7.37 million on $7.80 million of total interest income
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $980.50
million in total assets, $895.85 million in total liabiities and
$84.65 million in total shareholders' equity.

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

                        http://is.gd/PbV8DQ

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A. has 28 full-
service banking offices along the interstate corridors of eastern
and middle Tennessee and northern Georgia.  In Dalton, Georgia,
FSGBank operates under the name of Dalton Whitfield Bank; along
the Interstate 40 corridor in Tennessee, FSGBank operates under
the name of Jackson Bank & Trust.  FSGBank provides retail and
commercial banking services, trust and investment management,
mortgage banking, financial planning, internet banking
http://www.FSGBank.com/

First Security incurred a net loss of $13.44 million in 2013, a
net loss of $37.57 million in 2012 and a net loss of $23.06
million in 2011.


FREE LANCE-STAR: Can Access DSP's Cash Collateral Until August 1
----------------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg and its
debtor-affiliates obtained a third interim order from the U.S.
Bankruptcy Court for the Eastern District of Virginia, which
grants them access to cash collateral of their senior secured
lender, DSP Acquisition LLC, until Aug. 1, 2014, pursuant to the
budget.

A final hearing on the use of cash collateral is set for May 22,
2014, at 11:00 a.m.  Objections, if any, are due May 15, 2014.

The Debtors said they require cash on hand and cash flow from
their operations to fund their working capital needs and therefore
there is a risk that going concern value of their businesses will
decline if they cannot access cash on hand and cash flow from
their operations.

The Debtors told the Court that they are indebted and liable to
the holder of the prepetition debt in the approximate aggregate
amount of $37.89 million.  The Debtors said DSP maintains that it
is a holder of the prepetition debt.  DSP, the successor-in-
interest to Branch Banking & Trust Company, asserted a first-in-
priority properly perfected lien over substantially all of the
Debtors' assets including cash collateral.

In a separate filing, DSP said it would be appropriate to extend
their authority to use cash collateral on the same terms and
conditions as the current orders.

DSP noted it reserves all rights pending the review of any such
proposed order or stipulation.

The Debtors has approval to grant DSP adequate protection of its
interest, if any, in the cash collateral, in an amount equal to
the aggregate diminution in the value of DSP's cash collateral.
DSP will receive payment on the first day of each month in the
amount of $70,000 as adequate protection.

A full-text copy of the cash collateral budget is available for
free at http://is.gd/CklRzO

DSP Acquisition is represented in the case by:

   Dion W. Hayes, Esq.
   Sarah B. Boehm, Esq.
   K. Elizabeth Sieg, Esq.
   McGuirewoods LLP
   One James Center, 901 East Cary Street
   Richmond, VA 23219
   Tel: (804) 775-1000
   Fax: (804) 775-1061
   Website: https://www.mcguirewoods.com/
   Emails: dhayes@mcguirewoods.com
           sboehm@mcguirewoods.com
           bsieg@mcguirewoods.com

          - and -

   Sharon L. Levine, Esq.
   Richard Bernstein, Esq.
   LOWENSTEIN SANDLER LLP
   65 Livingston Avenue
   Roseland, NJ 07068
   Tel: (973) 597-2500
   Fax: (973) 597-2400
   Website: http://www.lowenstein.com/
   Email: slevine@lowenstein.com
          rbernstein@lowenstein.com

                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: Court Vacates May 27 Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court approved a joint motion by Freedom
Industries Inc. and the the Official Committee of Unsecured
Creditors for entry of an order vacating the current May 27, 2014
deadline to file proofs of claim.

The Debtor and the Committee said it is likely that there will be
a multitude of claims filed against the Debtor.  The Debtor, in
consultation with the Committee, counsel for various of the
plaintiffs in pending civil actions, the Office of the United
States Trustee and the Clerk of this Court, is in the process of
selecting a claims agent to facilitate the efficient and orderly
filing of claims in this chapter 11 case.  In the very near
future, the Debtor intends to file an application to retain a
claims agent and also seek entry of an order establishing a claims
process and setting a new claims bar date in this chapter 11 case.

The Debtor and the Committee believe that entry of an order
vacating the May Claims Bar Date, and subsequently scheduling a
new claims bar date in conjunction with the Debtor's future
request for a claims filing process, is appropriate under the
circumstances of this chapter 11 case.  The Debtor and the
Committee submit that such a process will reduce the possibility
of confusion to creditors and minimize the administrative burden
on this Court and the Clerk of this Court.

                      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.


GANNETT CO: S&P Affirms 'BB' CCR & Rates $1.3BB Facility 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on McLean, Va.-based TV broadcaster and newspaper
publisher Gannett Co. Inc.  The outlook is positive.

At the same time, S&P assigned Gannett's $1.3 billion unsecured
revolving credit facility due 2018 and $154.8 million unsecured
term loan due 2018 a 'BB' issue-level rating (at the same level as
the 'BB' corporate credit rating on the company), with a recovery
rating of '3', indicating S&P's expectation for meaningful (50% to
70%) recovery for lenders in the event of a payment default.  The
term loan and revolving credit facility were established in the
third quarter of 2013, and the size of revolving credit facility
was recently increased to $1.3 billion from $1.2 billion.

In addition, S&P affirmed the 'BB' issue-level rating on the
senior unsecured debt issued by the recently acquired Belo Corp.,
and revised the recovery rating to '3' (50% to 70% recovery
expectation) from '4' (30% to 50% recovery expectation).  The
recovery rating revision reflects S&P's expectation for slightly
better recovery prospects for these issues, which are now
obligations of Gannett.

The 'BB' corporate credit rating on Gannett Co. Inc. reflects
S&P's assessment of the business risk profile as "fair" and the
financial risk profile as "significant."  S&P views Gannett's
business risk profile as "fair," according to its criteria,
largely because of its exposure to unfavorable secular trends
affecting newspaper advertising and circulation, and the more
stable trends of TV broadcasting, notwithstanding the shift of
viewers to alternative media for news and entertainment.

The Belo purchase provides a good strategic fit by improving
network and geographic diversity and providing revenue and cost
synergies.  Gannett has combined its portfolio of 23 higher-margin
television stations located in 19 midsize markets with Belo's 20
TV stations in 15 large and midsize markets.  Gannett is the
second largest non-network-owned TV broadcaster in the U.S.,
reaching about 30% of the country's households.  With the
acquisition, the company became the largest CBS affiliate station
owner and the fourth largest owner of station affiliates of the
ABC network, after already being the largest NBC affiliate owner.
Most of the TV stations rank first or second in their local news
broadcasts.  S&P believes the company's size among U.S. TV
broadcasters adds efficiencies including programming, overhead,
and capital expenditures.  In addition, S&P believes the company
will have a stronger position in negotiating retransmission
compensation agreements with cable TV and satellite companies, and
affiliation agreements with the TV networks.


GENCO SHIPPING: Hedge Funds Buy Company's Stock
-----------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that in the days following Genco Shipping & Trading Ltd.'s
billion-dollar Chapter 11 filing, investment funds Aurelius
Capital Partners and Och-Ziff Capital Management Group bought up
stock in the dry bulk shipper, even though the stock is slated to
be canceled in the restructuring and repaid very little.

Aurelius, a sharp-elbowed distressed debt fund known for its legal
sparring with buyout shops and the government of Argentina,
purchased more than 4.4 million shares, or 9.9% of the shares
outstanding, in the days following Genco's Chapter 11 filing,
spending more than $8.2 million, the Journal cited recently filed
financial disclosures. Separately, investment firm Och-Ziff, which
owned Genco stock before the filing, raised its own equity stake
by 800,000 shares, to 9.1%.

The moves could signal a coming fight over the value of Genco,
which filed for bankruptcy last month, an effort that would be
buoyed Friday by the formation of an official committee to
represent equity holders' interests, the Journal said.  These
committees can be a powerful tool in bankruptcy cases and are
funded by the estate of the bankrupt company.

The Office of the U.S. Trustee confirmed that it will host an
equity committee formation meeting, which will allow interested
shareholders to organize and hire lawyers, the Journal further
related.

Typically in Chapter 11 cases, equity holders receive nothing and
have their stakes in the bankrupt company wiped out, the Journal
noted.  In this case, Genco is offering shareholders seven-year
warrants at a strike price of $1.295 billion, which Genco said are
worth $32.9 million.

                   About Genco Shipping & Trading

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

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

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

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

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

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

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


GENERAL MOTORS: Offers Dealers $5,000 to Promote Test Drives
------------------------------------------------------------
Jeff Bennett and Christina Rogers, writing for The Wall Street
Journal, reported that General Motors Co. is offering Cadillac
dealers $5,000 to push test drives of its ELR plug-in hybrid and
arming them with customer discount certificates that can knock
$3,000 off the lease or purchase price.

The offer -- dubbed the Demonstrator Allowance Program -- comes as
ELR inventories continue to grow. GM had 1,688 of the models in
stock at the end of April or a 719-day supply, the Journal said,
citing Autodata Corp. That means if the auto maker stopped
producing the ELR now, it would take almost two years to sell the
current models.

The ELR sports coupe went on sale in late December with a starting
price of $75,000, the report related.  The car was aimed at giving
customers a luxury option. It also travels about 40 miles on
electricity before switching to gasoline -- the same as the
Chevrolet Volt.

Industry analysts quickly criticized the pricing since customers
interested in an electric vehicle could either purchase the
cheaper Volt, which starts at $35,000, or opt to spend a little
more for the Tesla Model S from Tesla Motors Inc., the report
further related.  GM cut the price of the Volt last year to make
it more competitive.

GM had an 88-day supply of the Volt at the end of last month, the
report added. The company sold 5,154 Volts from January through
April, down 7% from the prior-year period. The company had sold at
total of 241 Cadillac ELRs through the end of April.

                     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.


GLOBALSTAR INC: Widens Net Loss to $250.5 Million in 1st Quarter
----------------------------------------------------------------
Globalstar, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $250.54 million on $20.53 million of total revenue for the
three months ended March 31, 2014, as compared with a net loss of
$25.07 million on $19.33 million of total revenue for the same
period in 2013.

As of March 31, 2014, the Company had $1.34 billion in total
assets, $1.42 billion in total liabilities and a $74.27 million
total stockholders' deficit.

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

                         http://is.gd/rht2Y5

                           About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar reported a net loss of $591.11 million in 2013, a net
loss of $112.19 million in 2012 and a net loss of $54.92 million
in 2011.

Crowe Horwath LLP, in Oak Brook, Illinois, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors
previously expressed substantial doubt about the Company's ability
to continue as a going concern in their report on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that Globalstar had suffered recurring
losses from operations and was not in compliance with certain
financial and nonfinancial covenants under certain long-term debt
agreements.


GLOBALSTAR INC: Widens Net Loss to $250.5-Mil. in First Quarter
---------------------------------------------------------------
Globalstar, Inc., reported a net loss of $250.54 million on $20.53
million of total revenue for the three months ended March 31,
2014, as compared with a net loss of $25.07 million on $19.33
million of total revenue for the same period in 2013.  Net loss
increased during the first quarter of 2014 reflecting the impact
of substantial non-cash charges resulting from an increase in the
value of the Company's derivative instruments, which was driven
primarily by a 50 percent increase in the Company's stock price
during the first quarter of 2014.

Jay Monroe, Chairman and CEO of Globalstar, commented, "Globalstar
continues to make progress on its operational and regulatory
fronts.  Duplex performance continues its resurgence as we start
the first full year of quality two-way coverage after a
construction and launch period of many years.  We expect to
accelerate this momentum as we enter the traditional higher
selling season in the second and third quarters.  Post quarter,
listing the Company's stock on the NYSE MKT was an important
milestone as we enter the next stages of the Company's turnaround.
With regard to the regulatory proceeding before the FCC, we are
now in the middle of the comment period with initial comments
submitted earlier this week and reply comments due in less than
one month.  We appreciate the support of the many parties that
filed comments in favor of the FCC's proposed rules, and we look
forward to working with the Commission to ensure that its proposed
rules are adopted this year."

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

                          http://is.gd/MVTnpQ

                            About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar incurred a net loss of $591.11 million on $82.71
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $112.19 million on $76.31 million of
total revenue in 2012.  The Company incurred a net loss of $54.92
million in 2011.

As of Dec. 31, 2013, the Company had $1.37 billion in total
assets, $1.25 billion in total liabilities and $116.75 million in
total stockholders' equity.


GOLDEN LAND: Files for Chapter 11 in Brooklyn
---------------------------------------------
Golden Land LLC filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 14-42315) in Brooklyn, New York, on May 8, 2014.

The Flushing, New York-based company estimated $10 million to
$50 million in assets and debt.

The case is assigned to Judge Nancy Hershey Lord.

Xiangan Gong, Esq., serves as counsel to the Debtor.

According to the docket, the Chapter 11 plan and disclosure
statement are due September 5, 2014.


GOLDON RESOURCES: Completes Shares-for-Debt Settlement
------------------------------------------------------
GoldON Resources Ltd. on May 9 disclosed that it has completed its
previously-announced shares-for-debt settlement with five
creditors.  The Company has issued 1,435,985 common shares at a
deemed price of $0.05 per share in settlement of $71,799.25 of
debt.  The issued shares are subject to a four-month hold period
expiring September 10, 2014.

                  About GoldON Resources Ltd.

GoldON Resources Ltd. -- http://www.goldonresources.com-- is an
exploration company geographically focused on two of the prolific
gold mining belts of Ontario, Canada.  Its properties include the
Slate Falls and Pickle Lake gold properties in northwestern
Ontario and the Swayze Gold Property adjoining IAMGOLD's multi-
million ounce Cote Gold Project in the Swayze Greenstone Belt.


GREEN EARTH: Appoints Mr. Walter Raquet to Interim CEO Position
---------------------------------------------------------------
Walter Raquet was appointed as interim chief executive officer by
Green Earth Technologies, Inc.'s  Board of Directors.  Mr. Raquet
will continue to be a member of the GETG Board of Directors.

"We are very pleased that Walter is making himself available and
willing to donate his time and expertise to ensure our company's
success as we grow, expanding our green technologies into new
channels of distribution", said David Buicko , Chairman of Green
Earth Technologies.  "He is a proven leader possessing significant
financial, operations and organization skills that will complement
our current management team nicely."

Mr. Raquet co-founded Knight Securities in 1995.  At Knight he
held positions of director, executive vice president and chief
operating officer.  The company achieved spectacular growth from a
$17 million capitalization and 70 employees in 1995 to a peak
market valuation of $8 billion, 1400 employees and $322 million in
EBITDA in 1999.

"We are sitting on a unique opportunity; our highly talented board
of directors provides us access to a large number of potential
customers," said Walter Raquet.  "I have the pleasure of working
with Jeff Loch, the creative genius behind Green Earth
Technologies and the excellent environmentally friendly products
that they deliver to the marketplace. GETG represents the second
of two great opportunities that I have had in business in my
lifetime; the first being Knight Trading.  With the insight gained
in that experience, I will focus on an execution strategy that
delivers strong profitable growth through superior products and
service.  I am looking forward to achieving that goal through hard
work," added Mr. Raquet.

Before his appointment by GETG to interim CEO, he served as
Chairman of Bolton LLC an investment management company and was
chairman of WR Platform Advisors, a service provider for hedge
funds.  Prior to those positions, Mr. Raquet was a partner at
Herzog Heine & Geduld, Inc.; a senior vice president at Spear,
Leeds & Kellogg/Troster Singer, and corporate controller at Paine
Webber Incorporated.  He is a CPA and practiced at the accounting
firm of Price Waterhouse.  Mr. Raquet received a B.S. degree in
Accounting from New York University in 1966.

"I'm eager to receive Walter's help and having a teammate that
possesses the credentials such as his on a full time basis will be
a tremendous asset to both GETG and our shareholders," said
Jeffrey Loch, president & founder.  "Together, we will pursue the
many opportunities with our proven 'green solutions' now made
available by environmental concerns stemming from the Oil & Gas
Industry, most recently, hydraulic fracturing and well
stimulation."

The Fracturing and Well Stimulation Opportunities:

Significant opportunities exist in the well stimulation and
fracking fluids segments of the oil and gas industry. According to
the Freedonia Group, a leading international business research
company that publishes more than 100 industry research studies
annually, the world demand for oilfield chemicals is expected to
grow 8.9% per annum to $27.9 billion in 2016.  In an era of
increasing concern for the environment, both traditional and more
environmentally friendly chemicals will see brisk demand for years
to come.  The US Department of the Interior has issued new
environmental and safety rules and regulations for companies
engaging in hydraulic fracturing for natural gas and oil on
Federal and Native American lands.  These rules may likely pave
the way for all fracturing on private lands as well.  The
proposals would require that all of the chemicals used in the
fracturing fluids be disclosed, tighter standards for well-bore
integrity to verify that fluids are not contaminating groundwater
and plans be developed for handling fluids that flow back to the
surface.

"Green Earth Technologies can provide high performance
environmentally safer 'green solutions' that address these
environmental concerns while satisfying the new rules and
regulations," concluded Loch.

Since the beginning of June 30, 2012, fiscal year, the Company
sold 6.0 percent Secured Convertible Debentures in the aggregate
principal of $2,725,000 to Mr. Raquet and an affiliate of Mr.
Raquet.  The Debentures are due and payable on Dec. 31, 2014, and
March 31, 2016, in the amount of $1,250,000 and $1,475,000,
respectively, and accrue interest at a rate of 6.0 percent per
annum which is paid in cash or shares of common stock, at the
Company's sole discretion.  As of May 7, 2014, an aggregate of
$454,000 in interest was paid on the Debentures.

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $6.59 million on $8.03 million
of net sales for the year ended June 30, 2013, as compared with a
net loss of $11.26 million on $7.38 million of net sales during
the prior year.  The Company's balance sheet at Dec. 31, 2013,
showed $8.44 million in total assets, $21.40 million in total
liabilities and a $12.95 million total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013.  The independent auditors noted
that the Company's losses, negative cash flows from operations,
working capital deficit, related party note currently in default
and its ability to pay its outstanding liabilities through fiscal
2014 raise substantial doubt about its ability to continue as a
going concern.


GREYSTONE LOGISTICS: Robert Rosene Holds 16.6% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Robert B. Rosene, Jr., disclosed that as of April 2,
2014, he beneficially owned 4,710,718 shares of common stock of
Greystone Logistics, Inc., representing 16.6 percent of the shares
outstanding.

On May 6, 2014, Mr. Rosene was issued 50,000 shares of the
Company's Common Stock.  The shares were issued in connection with
options exercised by Mr. Rosene at a strike price of $0.40 per
share.

A copy of the regulatory filing is available for free at:

                        http://is.gd/zmkzpR

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.79 million on $24.08 million
of sales for the year ended May 31, 2013, as compared with net
income of $2.49 million on $24.15 million of sales during the
prior fiscal year.  As of Feb. 28, 2014, the Company had $15.99
million in total assets, $19.01 million in total liabilities and a
$3.02 million total deficit.


GREYSTONE LOGISTICS: CEO Reports 31.4% Equity Stake
---------------------------------------------------
Warren F. Kruger disclosed in a Schedule 13D filed with the U.S.
Securities and Exchange Commission that as of May 6, 2014, he
beneficially owned 8,922,783 shares of common stock of Greystone
Logistics, Inc., representing 31.44 percent of the shares
outstanding.  Mr. Kruger acting as president and chief executive
officer of the Company.

On May 6, 2014, Mr. Kruger was issued 175,000 shares of the
Company's Common Stock.  The shares were issued in connection with
options exercised by Mr. Kruger at a strike price of $0.40 per
share.  A copy of the regulatory filing is available for free at:

                        http://is.gd/5j20z5

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.79 million on $24.08 million
of sales for the year ended May 31, 2013, as compared with net
income of $2.49 million on $24.15 million of sales during the
prior fiscal year.  As of Feb. 28, 2014, the Company had $15.99
million in total assets, $19.01 million in total liabilities and a
$3.02 million total deficit.


GSE ENVIRONMENTAL: Section 341(a) Meeting Set on June 2
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of GSE
Environmental, Inc., will be held on June 2, 2014, at 2:00 pm, at
J. Caleb Boggs Federal Building, 844 King Street, Wilmington, DE
19801, 5th Floor, Room 5209.

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.

                      About GSE Environmental

GSE Environmental -- http://www.gseworld.com-- is a global
manufacturer and marketer of geosynthetic lining solutions,
products and services used in the containment and management of
solids, liquids and gases for organizations engaged in waste
management, mining, water, wastewater and aquaculture.
Headquartered in Houston, Texas, USA, GSE maintains sales offices
throughout the world and manufacturing facilities in the US,
Chile, Germany, Thailand, China and Egypt.

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

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

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

The Company has tapped Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP as counsel, Alvarez & Marsal North America, LLC,
as restructuring advisor, and Moelis & Company, as financial
advisor.  The first lien lenders are represented by Wachtell,
Lipton, Rosen & Katz.  Prime Clerk is the Debtors' claims agent
and maintains a case Web site at http://cases.primeclerk.com/gse

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


GSE ENVIRONMENTAL: Meeting to Form Creditors' Panel Set for May 16
------------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting May 16, 2014, at 10:00 a.m. in the
bankruptcy case GSE Environmental, Inc., et al.  The meeting will
be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 2112
         Wilmington, DE 19801

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

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

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

                     About GSE Environmental

GSE Environmental -- http://www.gseworld.com-- is a global
manufacturer and marketer of geosynthetic lining solutions,
products and services used in the containment and management of
solids, liquids and gases for organizations engaged in waste
management, mining, water, wastewater and aquaculture.
Headquartered in Houston, Texas, USA, GSE maintains sales offices
throughout the world and manufacturing facilities in the US,
Chile, Germany, Thailand, China and Egypt.

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

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

The Company has tapped Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP as counsel, Alvarez & Marsal North America, LLC,
as restructuring advisor, and Moelis & Company, as financial
advisor.  The first lien lenders are represented by Wachtell,
Lipton, Rosen & Katz.  Prime Clerk is the Debtors' claims agent.

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


HAMPTON ROADS: Posts $3.6 Million Net Income in First Quarter
-------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $3.63 million on $17.95 million of total interest
income for the three months ended March 31, 2014, as compared with
net income of $1.92 million on $19.53 million of total interest
income for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.94
billion in total assets, $1.75 billion in total liabilities and
$189.79 million in total shareholders' equity.

"Our financial results in the first quarter reflect the continued
discipline in the execution of our One Bank strategic plan which
we implemented in early 2013," said Douglas Glenn, president and
chief executive officer.  "We are committed to achieving sustained
profitability in a difficult banking environment without taking
undue risk.  Our success has allowed for additional investment in
people, products and services which provide our customers
consistency, convenience and choice in helping them achieve their
financial dreams."

At March 31, 2014, the Company exceeded all of the regulatory
capital minimums and Bank of Hampton Roads and Shore Bank were
both considered "well capitalized" under all applicable regulatory
capital standards.  The Company's total risk-based capital, Tier 1
and Tier 1 leverage ratios as of March 31, 2014, were 15.98
percent, 14.72 percent and 11.18 percent, respectively.

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

                         http://is.gd/Cgs0Iy

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Hampton Roads reported net income attributable to the Company of
$4.07 million in 2013, a net loss attributable to the Company of
$25.09 million in 2012 and a net loss attributable to the Company
of $97.54 million in 2011.

                          Written Agreement

The Company and Bank of Hampton Roads entered into a Written
Agreement with the Federal Reserve Bank of Richmond and the Bureau
of Financial Institutions effective June 9, 2010.  Under the terms
of the Written Agreement, BOHR agreed to certain actions and
restrictions on its operations and could not declare or pay
dividends to its shareholders without prior regulatory approval.
The Written Agreement was terminated on Feb. 20, 2014, and the
Company and BOHR are no longer subject to its terms and
conditions.  The FRB and Bureau of Financial Institutions retain
supervisory oversight following termination and have the ability
to institute informal measures that could impose restrictions on
the business activities of the company and its subsidiaries.
Shore was not a party to the Written Agreement.


HERON LAKE: Published Newsletter to Unitholders
-----------------------------------------------
Heron Lake BioEnergy, LLC, published and sent a newsletter to its
unit holders on or about May 8, 2014, a copy of which is available
for free at http://is.gd/IHQSLB

                          About Heron Lake

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

Heron Lake BioEnergy, LLC, filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $2.26 million on $163.76 million of revenues for the
year ended Oct. 31, 2013, as compared with a net loss of $32.35
million on $168.65 million of revenues for the same period a year
ago.

The Company's balance sheet at Oct. 31, 2013, showed $60.79
million in total assets, $33.24 million in total liabilities and
$27.55 million in total members' equity.

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

                        Bankruptcy Warning

"Our loan agreements with AgStar are secured by substantially all
business assets and are subject to various financial and non-
financial covenants that limit distributions and debt and require
minimum debt service coverage, net worth, and working capital
requirements.  The Company was in compliance with the covenants of
its loan agreements with AgStar as of October 31, 2013.  In the
past, the Company's failure to comply with the covenants of the
master loan agreement and failure to timely pay required
installments of principal has resulted in events of default under
the master loan agreement, entitling AgStar to accelerate and
declare due all amounts outstanding under the master loan
agreement.  If AgStar accelerated and declared due all amounts
outstanding under the master loan agreement, the Company would not
have adequate cash to repay the amounts due, resulting in a loss
of control of our business or bankruptcy," the Company said in its
annual report for the year ended Oct. 31, 2013.


HILAND PARTNERS: Moody's Hikes Sr. Notes Rating to 'B2'
-------------------------------------------------------
Moody's Investors Service upgraded to B2 the senior notes of
Hiland Partners, LP (Hiland) in conjunction with the partnership's
offering of an additional $225 million of senior unsecured notes.
Hiland Partners Finance Corp., a wholly-owned subsidiary of
Hiland, is a co-issuer of the notes and shares in the guarantees
from all of Hiland's material subsidiaries. Moody's also affirmed
Hiland's B1 Corporate Family Rating (CFR), and the outlook remains
stable. Proceeds from the new notes will be used to repay
borrowings under the partnership's senior secured revolving credit
facility and for general corporate purposes.

"The new notes provide Hiland with the necessary funding to
complete its $500 million capital expenditure program for 2014
while maintaining a large liquidity cushion," said Stuart Miller,
Moody's Vice President and Senior Credit Officer. "With a greater
proportion of unsecured debt in its capital structure, it is more
appropriate to have one notch of difference between the B1
Corporate Family Rating and the unsecured senior note rating."

Ratings Rationale

The B2 rating on the senior unsecured notes reflects the company's
probability of default of B1-PD and a loss given default of LGD4
(65%). The size of the revolver's potential priority claim to the
assets results in the senior debt being rated one notch beneath
the B1 Corporate Family Rating CFR under Moody's Loss Given
Default Methodology.

The B1 CFR reflects the partnership's first-mover position in the
prolific Bakken Shale where production continues to grow rapidly.
Hiland enjoys a premier position in the Bakken Shale with a
significant acreage dedication from Continental Resources
(Continental, Baa3 stable), the largest acreage holder in the
Bakken Shale region. The acreage dedication provides a visible
path to Hiland's future growth. The CFR also incorporates Moody's
expectation that the HH Pipeline will be completed on time and on
budget by the end of 2014. With the majority of its equity held by
Harold Hamm, the Chairman and controlling equity holder of
Continental, Hiland has benefited in the past from strong support
by Mr. Hamm including equity infusions from time to time. The
partnership's practice of retaining and reinvesting its cashflow
from operations without distributions to its owner is seen as a
positive differentiating factor from other similarly-sized
midstream companies.

Much of Hiland's investment budget has been directed to oil and
natural gas gathering systems in North Dakota, as well as the
construction of the HH Pipeline. This 12-inch, 450-mile pipeline
is expected to cost approximately $330 million and will connect
crude oil production from the Bakken Shale play to Guernsey,
Wyoming where it will interconnect with the Pony Express Pipeline
for transportation to Cushing and the Gulf Coast. When completed,
the HH Pipeline will have the capacity to move up to 100,000
barrels per day. Its completion on time and on budget could
provide the impetus for a positive rating action.

The company should have adequate liquidity to cover its cash needs
through 2014 -- Moody's affirmed the Speculative Grade Liquidity
rating of SGL3. Moody's expects the company to use cash from
operations and available liquidity (including revolver borrowings)
to fund its capital spending program. Pro forma for the note
offering, the partnership will have nearly full availability under
its $400 million senior secured revolving credit facility. The
credit facility matures in 2018 and incorporates a package of
covenants that are unlikely to be breached over the next 18
months. Alternative liquidity is limited as most partnership
assets are pledged as collateral for the senior secured revolving
credit.

In order for a positive rating action to be considered, the
partnership would need to significantly grow its asset base and
manage the ratio of debt to EBITDA below 4.0x. Leverage at the end
of 2014 is projected to exceed 5.0x. As the completion of the Pony
Express Pipeline approaches, a positive outlook will be considered
assuming the percentage of fee based business continues to
improve. Should our expectations change so that Moody's  believe
Hiland's leverage will remain above 6.0x indefinitely, the ratings
could be downgraded.

Upgrades:

Issuer: Hiland Partners, LP

  Existing Senior Unsecured Regular Bond/Debenture, Upgraded to
  B2 from B3

  Existing Senior Unsecured Regular Bond/Debenture, Upgraded to
  LGD4, 65% from LGD5, 73%

Assignments:

Issuer: Hiland Partners, LP

  New Senior Unsecured Regular Bond/Debenture, Assigned B2

  New Senior Unsecured Regular Bond/Debenture, Assigned LGD4, 65%

Outlook Actions:

Issuer: Hiland Partners, LP

  Outlook, Remains Stable

Affirmations:

Issuer: Hiland Partners, LP

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed B1


HILAND PARTNERS: S&P Assigns 'B' Rating to $225MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '4' recovery rating to Hiland Partners L.P.'s and
Hiland Partners Finance Corp.'s proposed $225 million senior
unsecured notes due 2022.  At the same time, S&P raised the issue-
level rating on Hiland Partner's $750 million, 7.25% notes due
2020 to 'B' from 'B-', and revised the recovery rating to '4' from
'5'.

The '4' recovery rating indicates S&P's expectation of average 30%
to 50%) recovery if a payment default occurs.  The partnership
intends to use net proceeds from the notes to repay outstanding
borrowings under its revolving credit facility and for general
partnership purposes.  As of March 31, 2014, the partnership had
about $910 million in debt outstanding.  S&P expects the
partnership will have an adjusted debt to EBITDA ratio in the low
5x range for 2014, improving to about 4x in 2015.

Enid, Okla.-based Hiland Partners is a privately owned midstream
energy partnership that specializes in natural gas gathering and
processing and crude oil logistics in the Bakken Shale and Mid-
Continent regions of the U.S.  S&P's corporate credit rating on
Hiland is 'B' and the outlook is stable.

RATINGS LIST

Hiland Partners L.P.
Corp credit rating           B/Stable/--

New Ratings
Hiland Partners L.P.
Hiland Partners Finance Corp.
$225 mil sr unsecd notes due 2022      B
Recovery rating                        4

Rating Raised; Recovery Rating Revised
                             To        From
Hiland Partners L.P.
$750 mil notes due 2020      B         B-
Recovery rating              4         5


HORIZON LINES: Incurs $26.2 Million Net Loss in First Quarter
-------------------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $26.23 million on $251.93 million of operating revenue for the
quarter ended March 23, 2014, as compared with a net loss of
$20.35 million on $244.49 million of operating revenue for the
quarter ended March 24, 2013.

As of March 23, 2014, the Company had $632.12 million in total
assets, $701.39 million in total liabilities and a $69.26 million
total stockholders' deficiency.

"Horizon Lines generated 7.6% higher revenue container volume over
the same period a year ago, driven largely by volume increases in
our Hawaii and Puerto Rico trade lanes, which were partially
offset by lower volumes in our Alaska market," said Sam Woodward,
president and chief executive officer.  "Volume increases in our
Hawaii market were predominantly due to modest growth in the
Hawaii economy, including construction materials and tourism, as
well as an increase in automobile shipments.  Improvement in our
Puerto Rico lift was primarily due to the full quarter impact of
2013's addition of a bi-weekly Jacksonville sailing to our
southbound service between Houston and San Juan, as well as market
share gains in our service between Philadelphia and San Juan."

"Based on our current level of operations, we believe cash flow
from operations and borrowings available under the ABL Facility
will be adequate to support our business plans.  We expect total
liquidity during 2014 to reach a low of approximately $35.0
million during the second quarter, then build over the balance of
the year and end 2014 at approximately $70.0 million," the Company
said in a press release.

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

                        http://is.gd/cw1zQv

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.93 million following a net loss of $94.69 million for the
year ended Dec. 23, 2012.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HYDROCARB ENERGY: Board OKs 3:1 Reverse Common Stock Split
----------------------------------------------------------
In order to help Hydrocarb Energy Corporation qualify to be listed
on a major stock exchange, the Company's Board of Directors
approved a 3:1 reverse split of the Company's authorized common
stock and a corresponding 3:1 reverse split of its outstanding
common stock.  This procedure was made pursuant to Nevada Revised
Statutes NRS 78.207.1 and did not require shareholder action.  The
effective date of the reverse split is the opening of business on
May 8, 2014.  Fractional shares will be rounded up to the next
whole share.  The reverse split may enable the Company to obtain a
listing on a stock exchange by increasing the stock price to an
initial listing stock price requirement of a major stock exchange.

The stock symbol will be HECCD for 20 days after the reverse split
effective date and then revert to the current symbol HECC
thereafter.  Should the listing on a major stock exchange occur
before the 20 days are up, the company may trade under the
Company's current symbol HECC at that time.

On the effective date of the reverse split, the Company will have
333,333,334 shares of authorized common stock and 20,962,214
shares of outstanding common stock.  Shareholders do not have to
exchange their pre-split share certificates for post-split share
certificates.

                      About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.  As of July 31, 2013, the Company had
$26.27 million in total assets, $16.91 million in total
liabilities and $9.36 million in total stockholders' equity.


INDUSTRIAL DEVELOPMENT: Moody's Cuts Rating to Caa2; Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service downgrades to Caa2 and assigns a
negative outlook to the Industrial Development Authority (IDA) of
the County of Maricopa, Arizona Charter Schools Education Revenue
Bonds (Arizona Charter School Project I) Series 2000A and Taxable
Series 2000B outstanding in the approximate amount of $15 million.
The bonds are secured by a direct transfer of State Per Pupil
Operating Revenue to the trustee to fund debt service from charter
schools of varying sizes and credit qualities.

Key structural factors of the pool include available debt service
reserves (in part cross-collateralized among the schools)
providing limited default tolerance, a mortgage on participants'
facilities, a fifteen-year initial charter period, and a 1.2 times
additional bonds test.

Summary Rating Rationale

The downgrade primarily reflects the pending closure of Omega
Academy, the pool's largest participant by debt outstanding (an
estimated $4.9 million of a total $15 million). As a result, Omega
will no longer generate revenues to pay debt service on its share
of total debt. In addition, the rating reflects the credit
qualities of the remaining pool participants, available debt
service reserves and the mortgage on participants' facilities.

The negative outlook reflects the significant uncertainty that
remains regarding the impact that the school closure will have on
the full and timely repayment of the school's bonds. Depending on
the timing of the foreclosure process and the sale of the school's
pledged assets, full and timely payment of school's debt is
uncertain.

Strengths

-- Direct intercept of gross per pupil revenues to pay debt
    service

-- Cross-collateralized reserves

CHALLENGES

-- Largest participant by debt expected to close its doors by
    June 2014

-- Fewer remaining participants

-- Fluctuating enrollment and small size of each participant

What Could Make The Rating Go Up (Remove Negative Outlook)

- Omega Academy charter renewal followed by multi-year trend of
substantially improved financial operations

-- In the event Omega Academy closes, full repayment of
    outstanding debt with no draws on the Liquid Reserve Fund

-- Significant, multi-year trend of improved credit quality and
    increase in enrollment of remaining participants

What Could Make The Rating Go Down

-- Indications that combined proceeds from available reserves
    and sale of assets will be insufficient to repay bondholders
    in a timely manner

-- Weakening of the credit quality of the remaining pool
    participants


INVESTORS CAPITAL: Court Enters Final Decree Closing Ch. 11 Case
----------------------------------------------------------------
The Bankruptcy Court, according to Investors Capital Partners II,
LP's case docket, entered on April 14, 2014, a final decree
closing the Chapter 11 case of the Debtor, discharging trustee, if
applicable, and canceling bond.

The Troubled Company Reporter previously reported that Judge Joan
A. Lloyd dismissed the Debtor's case in a ruling issued in late
March 2014.  The Court issued that ruling in relation to a motion
of PBI Bank, Inc., seeking dismissal or, in the alternative,
conversion of the case into a Chapter 7 liquidation.

PBI Bank asserted that the Debtor has acquired significant
financial losses and is unable to propose a confirmable plan.  The
Bank also alleged the bankruptcy case was filed in bad faith.

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

Counsel for PBI Bank is:

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

                   About Investors Capital II

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

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

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

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

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


ISTAR FINANCIAL: Apollo Management Reports 7.3% Equity Stake
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Apollo Management Holdings GP, LLC, and its affiliates
disclosed that as of April 28, 2014, they beneficially owned
6,555,148 shares of common stock of iStar Financial, Inc.,
representing 7.3 percent of the shares outstanding. A copy of the
regulatory filing is available for free at http://is.gd/Rk5gLW

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

As of March 31, 2014, the Company had $5.48 billion in total
assets, $4.21 billion in total liabilities, $11.35 million in
redeemable noncontrolling interest and $1.26 billion in total
equity.

                            *     *     *

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable."  The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


INTERNATIONAL TEXTILE: Reports $13.3MM Net Loss in 1st Quarter
--------------------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to common stock of $13.26
million on $150.03 million of net sales for the three months ended
March 31, 2014, as compared with a net loss attributable to the
common stock of $14.81 million on $148.78 million of net sales for
the same period last year.

As of March 31, 2014, the Company had $339.75 million in total
assets, $431.21 million in total liabilities and a $91.46 million
total stockholders' deficit.

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

                        http://is.gd/xGLE27

                     About International Textile

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

International Textile reported a net loss attributable to common
stock of the Company of $10.91 million in 2013, as compared with a
net loss attributable to common stock of the Company of $91.45
million in 2012.


JACK AND MICHELLE: Foreclosure Sale Set for Friday
--------------------------------------------------
The Clerk of the Circuit Court of the Sixth Judicial Circuit of
Florida, in and for Pasco County, will sell a parcel of land in
Pasco County, as well as related property, equipment, and
fixtures, all at public sale, to the highest and best bidder, for
cash, at http://www.pasco.realforeclose.comat 11:00 a.m., on
May 16, 2014.

Any person claiming an interest in the surplus from the sale, if
any, other than the property owner as of the date of the lis
pendens, must file a claim within 60 days after the sale.

The sale is being made pursuant to a Court judge in the case,
CAAXWS MILLS 2011 LLC, a Delaware limited liability company,
Plaintiff, vs. JACK AND MICHELLE INC., a Florida corporation;
COUNTY OF PASCO, FLORIDA; and ROUTE 52 DONUTS LLC, a Florida
limited liability company, Defendants, CASE NO. 2013CA004918, in
the Circuit Court of the Sixth Judicial Circuit in and for Pasco
County, Florida, Civil Division.

Jack and Michelle Inc., are borrowers under a debt facility
subject to the Plaintiff's foreclosure proceedings.

The Plaintiff is represented by:

     Robert M. Quinn, Esq.
     Jin Liu, Esq.
     CARLTON FIELDS JORDED BURT, P.A.
     P. O. Box 3239
     Tampa, FL 33601-3239
     Telephone: (813) 223-7000
     Facsimile: (813) 229-4133
     E-mail: rquinn@cfjblaw.com
             jliu@cfjblaw.com
             lrodriguez@cfjblaw.com
             vclark@cfjblaw.com
             tpaecf@cfdom.net


JACKSONVILLE BANCORP: Posts $26,000 Net Income in 1st Quarter
-------------------------------------------------------------
Jacksonville Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $26,000 on $5.11 million of total interest income
for the three months ended March 31, 2014, as compared with net
income of $199,000 on $6.36 million of total interest income for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $496.77
million in total assets, $462.27 million in total liabilities and
$34.50 million in total shareholders' equity.

Kendall L. Spencer, president and CEO of the Company stated, "The
last six years have been very difficult for us and our industry in
general but we have weathered the storm.  Our healthy capital
position coupled with the ongoing resolution of our credit issues
supports our core strategy to build a strong balance sheet that
will result in solid sustainable earnings.  Our efforts will
remain focused on the Northeast Florida market and we will
continue to take advantage of our community bank platform
dedicated to enhancing our franchise by deepening both new and
existing customer relationships."

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

                         http://is.gd/NYQcNM

                      About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp reported a net loss available to common
shareholders of $32.42 million on $22.93 million of total interest
income for the year ended Dec. 31, 2013, as compared with a net
loss available to common shareholders of $43.04 million on $26.25
million of total interest income for the year ended Dec. 31, 2012.
The Company reported a net loss available to common shareholders
of $24.05 million in 2011.


JACOBY & MEYERS: Wants Involuntary Bankruptcy Sent to Chicago
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Jacoby & Meyers Bankruptcy LLP and Macey Bankruptcy
Law PC want their involuntary bankruptcy shifted from Manhattan to
Chicago.

According to the report, several clients and their new lawyers
filed involuntary Chapter 7 petitions in March against the two
firms, which had merged in July 2012, bringing together nationwide
law practices devoted to putting consumers through bankruptcy.
They went out of business in late December, transferring pending
cases to the Law Offices of Jason Blust, according to the
creditors.  The creditors said the two firms executed a so-called
assignment for the benefit of creditors, a non-bankruptcy process
for liquidating assets and making distributions to creditors under
state-law procedures, the report related.

The firms filed papers setting up a hearing on May 28 when they
will tell the Manhattan bankruptcy judge that their principal
business was in Chicago, not New York, the report further related.
If the bankruptcy isn't dismissed, the firms want the case
transferred to Chicago.

The firms don't argue in court papers that they aren't bankrupt,
the report noted.

The case is In re Jacoby & Meyers Bankruptcy LLP, 14-bk-10641,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).


JAMES CLARK GEORGE: Foreclosure Sale Set for June 27
----------------------------------------------------
Real and personal property of James Clark George 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 June 27, 2014, at
10:00 a.m.

The assets are located at 7017-7023 East Main Street, Scottsdale,
Arizona 85251.  The real property consists of "The West half of
Lot 8 and all of Lot 9, Block 6, SCOTTSDALE, a subdivision of the
Northeast quarter of the Northwest quarter of Section 27, Township
2 North, Range 4 East thereof, according to Book 6 of Maps, page
26, records of Maricopa County, Arizona."

Sale proceeds will be used to pay down debt in the original
principal balance of $1,100,000, owed to Great Western Bank, 1300
East Florence Boulevard, Casa Grande, Arizona 85122.

The property is owned by James Clark George, not personally but as
Trustee on behalf of The George Family Revocable Inter Vivos
Trust, dated May 23, 2005, 208 West Broadway Street, Newtown,
Missouri 64667

The Trustee for the assets may be reached at:

     W. Scott Jenkins, Jr., Esq.
     RYLEY CARLOCK & APPLEWHITE
     One North Central Avenue, Suite 1200
     Phoenix, AZ 85004
     Tel: 602-440-4800

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.  Great Western, as beneficiary, reserves the right
to transfer the secured indebtedness to, and/or to acquire title
to all or part of the collateral in the name of, a title-holding
affiliate following the commencement of this sale. This sale will
not exhaust the power of sale contained in the Deed of Trust as to
any remaining property encumbered by the Deed of Trust, which may,
at Beneficiary's option, be sold in one or more subsequent sale
proceedings.


JAMES RIVER: Court Okays Sale Protocol; Bids Due May 22
-------------------------------------------------------
The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved the strategic transaction
bidding procedures for the sale of all or substantially all of the
property of James River Company and its debtor-affiliates.

All preliminary indications of interest must be received by the
Debtors not later than 5:00 p.m., on May 22, 2014.  Interested
bidders for the Debtors' assets have until June 30, 2014, at 5:00
p.m.  Auction is set for July 8, 2014, at 4:00 p.m., at the
offices of Davis Polk & Wardell LLP at 450 Lexington Avenue in New
York, followed by a sale hearing on July 10, 2014, at 1:00 p.m.,
in the U.S. Bankruptcy Court for the Eastern District of Virginia
in 701 East Road Street, Suite 400 in Richmond, Virginia.

The Court authorized the Debtors, but not directed, to select one
or more stalking horse bidders and provide these bid protections:

  -- a break-up fee of 3% of the purchase price in the staking
     horse bid; and

  -- reimbursement for the reasonable, documented fees, and
     expenses of the staking horse bidder.

A full-text copy of the strategic transaction bidding procedures
is available for free at http://is.gd/fZsaJT

                         About James River

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

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

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

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

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

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


JAMES RIVER: To Pay Critical Vendor Up to $7.5 Million
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized James River Coal Company and its debtor-affiliates to
pay all or a portion of their prepetition obligations to certain
critical vendors of up to $7.5 million.

According to the Debtors, the critical vendors are so essential
to their businesses that the lack of any of their particular
goods and services, even for a short duration, could disrupt the
Debtors' operations and cause irreparable harm to the Debtors'
businesses, goodwill, employees, customer base and market share.
This irreparable harm to the Debtors and to the recovery of all
of the Debtors' creditors will far outweigh the cost of payment
of the critical vendor claims.

A full-text copy of the vendor agreement is available for free
at http://is.gd/yp4pXF

                         About James River

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

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

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

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

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

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


JAMES RIVER: Can Access $110MM DIP Loan Over Panel's Objection
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized James River Coal Company, et al., to access
$110 million of postpetition financing from a syndicate of
lenders, with Cantor Fitzgerald Securities acting as sole
administrative agent and collateral agent.

The Official Committee of Unsecured Creditors noted that the DIP
financing facility is extraordinarily expensive and unduly
restrictive and, therefore, in its current form, should not be
approved.  The Committee added the proposed DIP financing
facility:

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

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

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

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

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

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

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

Other salient terms of the DIP facility are:

     Borrower:       James River Coal Company

     Guarantors:     All of JRCC's debtor subsidiaries.

     DIP Lenders:    A syndicate of financial institutions,
                     arranged by Deutsche Bank Securities Inc., as
                     sole arranger and bookrunner.

     Administrative
     Agent:          Cantor Fitzgerald Securities

     Maturity Date:  The date that is the nine-month anniversary
                     of the closing date.

     Fees:           Agency Fee: The fee payable to the DIP Agent
                     in the amount of $40,000 payable on the date
                     on which the Court enters the Interim DIP
                     Order.

                     Funding Fee: The fee payable to the DIP Agent
                     in the amount of approximately $155,636 for
                     its own account as a Lender under the DIP
                     Credit Agreement.

                     Arranger Fees: The fee payable to the
                     Arranger in the amount of approximately 2.43%
                     of the principal amount of the Loans as set
                     forth in a fee letter between the Arranger
                     and the Debtors, which will be subject to
                     further court approval.

                     OID: The Loans will be issued at a price of
                     96.5% of the principal amount thereof (with
                     the OID on the entire amount of the DIP
                     Financing Facility paid at the Initial
                     Borrowing).

     Interest
     Rates:          The applicable interest is (a) with respect
                     to LIBOR Rate Loans, LIBOR plus 8.50%, with a
                     LIBOR floor of 1.00% and (b) with respect to
                     Base Rate Loans, the Base Rate plus 7.50%.
                     In an event of default, the interest rate
                     will be increased by 2.00% per annum above
                     the interest rate.

     Mandatory
     Prepayments
     Amortization:   JRCC will prepay the Loans in an amount equal
                     to (i) $15,000,000 upon the earlier of (x)
                     August 15, 2014 and (y) the date on which the
                     Credit Parties file a plan of reorganization
                     and (ii) $5,000,000 on September 30, 2014
                     unless, in the case of this clause (ii), the
                     Court shall have entered a confirmation order
                     in respect of an Acceptable Plan of
                     Reorganization on or prior to such date.

     Collateral,
     Priority and
     Adequate
     Protection:     The DIP Financing Facility is secured by a
                     first-priority, fully perfected lien on the
                     collateral.  The collateral for the DIP
                     facility will exclude the Debtors' claims and
                     causes of action under Sections 502(d), 544,
                     545, 547, 548, 549 and 550 of the Bankruptcy
                     Code, but, subject only to and effective upon
                     entry of the final order, will include any
                     proceeds or property recovered, unencumbered
                     or otherwise the subject of successful
                     avoidance actions, whether by judgment,
                     settlement or otherwise.

                     The Debtors will provide adequate protection
                     to the prepetition secured creditors in the
                     form of Section 507(b) claims and replacement
                     liens, and payments to the prepetition agent
                     of the small amounts owed under the
                     Prepetition Credit Agreement.

                         About James River

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

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

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

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

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

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


KELSO TECHNOLOGIES: Gets Conditional Listing Approval From TSX
--------------------------------------------------------------
Kelso Technologies Inc. on May 8 disclosed that it has been
conditionally approved for listing on the TSX Exchange in Toronto,
Canada's senior stock exchange.  The conditions listed by the TSX
Exchange are standard listing conditions required of all listed
companies.  The Company is diligently working towards fulfilling
all conditions in order to list as soon as practicable.  At that
time, the Company's shares will be delisted from the TSX Venture
Exchange.

The Company's shares will continue to trade under the stock symbol
"KLS" upon listing on the TSX Exchange.

                     About Kelso Technologies

Kelso is a railroad equipment supplier that designs, produces and
sells proprietary tank car service equipment used in the safe
loading, unloading and containment of hazardous materials during
transport.


KEMET CORP: Incurs $15.2 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
KEMET Corporation reported a net loss of $15.25 million on $215.82
million of net sales for the quarter ended March 31, 2014, as
compared with a net loss of $25.25 million on $199.54 million of
net sales for the same period in 2013.

For the fiscal year ended March 31, 2014, the Company had a net
loss of $69.31 million on $833.66 million of net sales as compared
with a net loss of $82.18 million on $823.90 million of net sales
during the prior fiscal year.

The Company's balance sheet at March 31, 2014, showed $843.01
million in total assets, $620.08 million in total liabilities and
$222.93 million in total stockholders' equity.

"We are encouraged by the continued and growing strength of our
markets around the globe," stated Per Loof, KEMET's chief
executive officer.  "Revenue exceeded our expectations, cost
reduction actions are seeing their way to the bottom line, and we
are well positioned to continue improving our financial
performance into our next fiscal year.  While we have some more
work to complete, we are pleased with the general improvement of
our operating margins this past fiscal year and we plan to build
upon our efforts this past year to improve them further,"
continued Loof.

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

                         http://is.gd/rGQMst

                            About KEMET

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

                            *     *     *

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

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

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


LEVEL 3: Files Form 10-Q, Posts $112-Mil. Net Income in Q1
----------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $112 million on $1.60 billion of revenue for the
three months ended March 31, 2014, as compared with a net loss of
$78 million on $1.57 billion of revenue for the same period in
2013.

The Company's balance sheet at March 31, 2014, the Company had
$12.88 billion in total assets, $11.29 billion in total
liabilities and $1.59 billion in total stockholders' equity.

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

                        http://is.gd/CIVIUF

                    About Level 3 Communications

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

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012 and a net loss of $756 million in
2011.

                           *     *     *

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

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


LEXINGTON REALTY: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Lexington Realty Trust to positive from stable.  At the same time,
S&P affirmed its ratings on Lexington, including the 'BB+'
corporate credit rating and 'BBB-' issue-level ratings.  The
recovery rating on the company's debt remains '2'.

"The positive outlook acknowledges improved key credit measures
that we expect will continue to strengthen," said Standard &
Poor's credit analyst Jaime Gitler.  The company has also
lengthened its weighted average lease term and strengthened the
quality of the asset base.

S&P's ratings on Lexington Realty Trust are derived from the
company's "fair" business risk profile, characterized by a
portfolio of triple-net properties with good geographic, industry,
and tenant diversity.  The company has been transitioning its
portfolio toward longer-term leases and is shifting away from
office assets.  Core performance has been stable, but S&P expects
that cash flow growth will largely come from investment in
acquisitions and development.  Key credit measures have generally
improved over the last year as Standard & Poor's-adjusted debt to
EBITDA remained in the low-7x area and FFC was 2.3x.
These factors support an "intermediate" financial risk profile.

New York City-based Lexington is a midsize REIT that owns a
portfolio of triple-net properties, in which all operating costs
are generally passed through to the tenant.  Lexington owns $4.7
billion (41.6 million square feet) of undepreciated real estate
assets in 41 states as of March 31, 2014.  The company's operating
portfolio includes 205 single-tenant net-lease properties and 15
multi-tenant properties that had originally been single-tenant but
that the company re-tenanted post-vacancy.  S&P considers the
ability to manage lease rollover and re-tenanting vacancy a key
factor in the net-lease segment.  As of March 31, 2014, 3.9% of
base rents expire in 2014 and an additional 5.1% expire in 2015.
Lexington favorably increased its portfolio-weighted average lease
term significantly over the last year (to 11.1 years from 7.2
years) through long duration acquisitions, build-to-suit
deliveries, and capital recycling.  Lexington evaluates both the
corporate credit risk of the tenant and the underlying real estate
in its investment underwriting process.  S&P notes that over
Lexington's 20-year history, the portfolio has had a low number of
tenant defaults.

The positive outlook is based on S&P's expectation that EBITDA
growth accompanied by conservatively financed investment will
result in improved key credit measures.  S&P also believes that
Lexington is attempting to improve the overall quality of the
portfolio and reduce residual risk/specialized assets by
transitioning to longer-term leases.  S&P expects that the company
will be able to sustain debt to EBITDA of about 7.0x and FCC above
2.3x.

S&P could raise the rating if Lexington continues to strengthen
its asset base, cash flows strengthen, and the company were to
manage its investment appetite prudently by financing its growth
with sufficient equity and/or asset sales such that FCC is above
2.4x and debt to EBITDA is below 7.0x on a sustained basis.  This
would more firmly position the company within our "intermediate"
assessment of the financial risk profile.  Under this scenario,
S&P could raise the rating one notch by applying a favorable
comparative rating analysis modifier.  S&P notes that an upgrade
would likely not affect the current 'BBB-' issue-level ratings.

S&P sees limited downside risk to the ratings at this time, given
the company's strengthening leverage and coverage measures.
However, S&P could take negative rating action if FCC measures
drop below 2.1x due to weaker-than-anticipated operating results,
or if the company makes a large debt-financed acquisition.


LIFE CARE: Glenmoor Retirement Community Implements Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Life Care St. John's Inc., an adult continuing-care
community 25 miles (40 kilometers) south of Jacksonville, Florida,
has implemented a Chapter 11 reorganization plan that the
bankruptcy court approved in late February.

According to the report, known as Glenmoor, the not-for-profit
project initially said it owed $55.6 million on four bond issues.
The plan calls for distributing two new bond issues totaling $57.1
million, the report related.  One, for $41.7 million, pays 1.34
percent interest until January 2016, when the rate rises to 5.375
percent, the report related.  The bonds mature in 2048 and begin
amortizing principal in 2020, the report said.

The second new issue, for $15.4 million, matures at the same time
and accrues interest at the rate of 2.5 percent that will only be
paid from excess cash flow, the report further related.  Residents
with $7.8 million in refund claims after moving out will be paid
60 percent to 100 percent over time, the report added.

                  About Life Care St. Johns, Inc.

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  American Legal Claim Services,
LLC, serves as claims and noticing agent.  The Debtor hired
Navigant Capital Advisors, LLC, as financial advisors.  Following
Neil F. Luria's transfer to SOLIC Capital Advisors LLC, the Debtor
replaced Navigant with SOLIC.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor disclosed
$36,308,406 in assets and $117,305,625 in liabilities as of the
Chapter 11 filing.


LIQUIDMETAL TECHNOLOGIES: Incurs $3.9 Million Net Loss in Q1
------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.91 million on $160,000 of total revenue for the
three months ended March 31, 2014, as compared with a net loss of
$3.49 million on $122,000 of total revenue for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $8.66
million in total assets, $8.42 million in total liabilities and
$238,000 in total stockholders' equity.

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

                         http://is.gd/M5XnJV

                     About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $14.24
million on $1.02 million of total revenue for the year ended
Dec. 31, 2013, as compared with a net loss and comprehensive loss
of $14.02 million on $650,000 of total revenue for the year ended
Dec. 31, 2012.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit.  This raises substantial doubt about
the Company's ability to continue as a going concern.


MASON COPPELL: Taps Deloitte Transactions to Provide CRO
--------------------------------------------------------
Mason Coppell OP, LLC and its debtor-affiliates seek authorization
from the Hon. Stacey G.C. Jernigan of the U.S. Bankruptcy Court
for the Northern District of Texas to employ Deloitte Transactions
and Business Analytics LLP ("DTBA") to provide Louis E. Robichaux
IV as Debtors' chief restructuring officer (the "CRO"), effective
Mar. 18, 2014 petition date.

In addition to the CRO, Deloitte will provide additional employees
as necessary to assist Mr. Robichaux in the execution of his
duties.

Mr. Robichaux will perform the duties as the Debtors' CRO, as set
forth in the Deloitte agreement including coordinating the
restructuring efforts of the Debtors and identifying, developing
and implementing strategies related to the Debtors' debt
obligations, sale efforts, and other related matters. Pursuant to
the Agreement, Mr. Robichaux and Deloitte will provide these
services, as may be requested by the Debtors and as may be agreed
to by Deloitte, among others, to the Debtors:

   (a) assist the Debtors in (i) identifying various operational,
       managerial, financial and strategic restructuring
       alternatives and (ii) understanding the business and
       financial impact of same;

   (b) assist the Debtors in their assessment of cash management
       and cash flow forecasting processes, including the
       monitoring of actual cash flow versus projections;

   (c) assist the Debtors in their analysis of their liquidity
       outlook, debt service capacity and appropriate capital
       structure;

   (d) assist the Debtors in evaluating the critical functional
       areas of Debtors' business;

   (e) assist the Debtors in their preparation of contingency
       plans to reflect the impact of restructuring alternatives,
       and assist in their revision of relevant cash flow
       projections and business plans;

   (f) assist the Debtors in connection with Debtors'
       communications and negotiations with other parties,
       including their secured lenders, significant vendors, etc.;

   (g) subject to the limitations contained in the DTBA Agreement
       and Appendix A to the DTBA Agreement, assist the Debtors in
       connection with Debtors' preparation of various financial
       reports which may be required during discussions with
       Debtors' Board, lenders, and stakeholders; and

   (h) provide advice and recommendations with respect to other
       related matters as the Debtors or their professionals may
       request from time to time, as agreed to by DTBA.

Pursuant to the terms and conditions contained in the Agreement,
the Debtors have agreed to pay the following compensation to
Deloitte in consideration of the services to be performed by the
firm, including the CRO in the Chapter 11 Cases:

   -- Deloitte will be compensated at a fixed weekly amount of
      $20,000, plus reasonable expenses incurring during the
      Engagement;

   -- Deloitte will be paid a success fee equal to the
      lower of (i) $40,000 per operating company at the conclusion
      of any sale, transfer or disposition of the operations of
      any nursing facility by any means, or (ii) the shortfall
      between (a) total cumulative time incurred by the members of
      the DTBA team multiplied by each professional's hourly rate
      and (b) the cumulative fixed weekly fees earned during the
      pendency of the engagement.  The date for determining
      "cumulative time incurred" will be the first date DTBA began
      providing services.  The success fee proposal is premised on
      five facilities being within DTBA's scope of services,
      irrespective of whether such facilities are resolved inside
      or outside of a bankruptcy filing;

   -- the hourly billing rates of Louis E. Robichaux IV, CRO, and
      Candy Chung, engagement manager, are $625 and $375,
      respectively; and

   -- Deloitte will be entitled to reimbursement of reasonable
      expenses incurred in connection with this engagement,
      including but not limited to travel, report preparation,
      delivery services, photocopying and other costs included in
      providing services to the Debtors.

Mr. Robichaux, principal of Deloitte Transactions and Business
Analytics, 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 Official Committee of Unsecured Creditors filed a limited
objection to the Court on Apr. 25, 2014.  According to their
objection, the Committee is involved in discussions with Mr.
Robichaux regarding certain terms of his retention and files this
Limited Objection solely to preserve a window to more fully review
the details of that retention.  If any an agreement is not reached
with Mr. Robichaux, the Committee will supplement this objection
prior to the hearing which was set for May 1, 2014.

Deloitte Transactions and Business Analytics can be reached at:

       Louis E. Robichaux IV
       DELOITTE TRANSACTIONS AND
       BUSINESS ANALYTICS LLP
       2200 Ross Ave., Ste. 1600
       Dallas, TX 75201
       Tel: +1 (214) 840-7769
       E-mail: lrobichaux@deloitte.com

The Committee's counsel can be reached at:

       Mark E. Andrews, Esq.
       COX SMITH MATTHEWS INC.
       1201 Elm Street, Suite 3300
       Dallas, TX 75270
       Tel: (214) 698-7800
       Fax: (214) 698-7899

                       About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate
and building for the operations of Mason Georgetown. They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford Finance, LLC, which is owed almost $16 million
on a term loan and revolving credit, is Vedder Price P.C.'s Jon
Aberman, Esq.

Mason Coppell OP, LLC, et al., obtained Court authority to sell
substantially all of their assets for a total of $16.1 million,
consisting of $4.0 million for so-called facility assets and $12.1
million for the 142-bed nursing home facility commonly known as
Estrella Oaks Rehabilitation Care Center, in Georgetown, Texas.

At the closing of the sale, proceeds of the sale of the real
property in the amount of $12.1 million, less adjustments,
required U.S. Trustee fees, and required administrative expenses,
will be paid to Oxford.

Debtor Mason Friendswood OP, LLC, has separately sought authority
to sell the Friendship Haven Health and Rehabilitation Center to
ensure uninterrupted and continued care at the Facility.


MASON COPPELL: Creditors' Panel Hires Cox Smith as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Mason Coppell OP,
LLC and its debtor-affiliates asks for permission from the Hon.
Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern
District of Texas to retain Cox Smith Matthews Incorporated as
counsel to the Committee, nunc pro tunc to Apr. 1, 2014.

The Committee requires Cox Smith to:

   (a) assist the Committee in carrying out its duties, rights and
       Obligations under the Bankruptcy Code and applicable
       Bankruptcy Rules;

   (b) advise the Committee of their responsibilities to the
       unsecured creditor body and to direct necessary
       communications with the Debtors, including attendance at
       meetings and negotiations with the Debtors and other
       secured and unsecured creditors, their counsel, and other
       parties-in-interest;

   (c) advise the Committee concerning cash collateral usage,
       post-petition financing, and negotiations with the Debtors,
       their secured creditors and other parties in interest on
       such related issues;

   (d) assist the Committee in analyzing proposed transactions
       regarding sales of all or any part of the Debtors' assets;

   (e) take all necessary action to protect and preserve the
       assets of the Debtors' estates, including the prosecution
       of actions on behalf of the Committee or the Estates, the
       defense of any actions commenced against the Debtors or
       their estates, negotiations concerning all litigation in
       which the Debtors are a party or hereafter are a party,
       and, where necessary, objections to claims filed against
       the Estates;

   (f) prepare on behalf of the Committee all motions,
       applications, answers, orders, reports, and other legal
       papers and documents necessary to represent the unsecured
       creditor body during the administration of the Estates;

   (g) advise the Committee and, as necessary consulting with the
       Debtors and other interested parties, in the preparation of
       a plan and accompanying disclosure statement, any
       amendments to the plan or disclosure statement, any related
       agreements and documents, and take any necessary action on
       behalf of the Estates to obtain confirmation of a plan
       serving the best interests of the estates and their
       unsecured creditors;

   (h) appear before this Court and any state courts and appellate
       courts, as necessary, on behalf of the Committee or the
       Debtors' bankruptcy estates to protect the interests of the
       estates and their unsecured creditors before such courts;
       and

   (i) perform all other legal services and providing all other
       legal advice to the Committee in connection with the
       Bankruptcy Cases as may be required or necessary.

Cox Smith will be paid at these hourly rates:

       Mark E. Andrews, Shareholder          $495
       George H. Tarpley, Shareholder        $495
       Aaron M. Kaufman, Associate           $350
       Deborah Andreacchi, Paralegal         $185

Cox Smith will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mark E. Andrews, shareholder of Cox Smith, 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.

Cox Smith can be reached at:

       Mark E. Andrews, Esq.
       COX SMITH MATTHEWS INC.
       1201 Elm Street, Suite 3300
       Dallas, TX 75270
       Tel: (214) 698-7800
       Fax: (214) 698-7899
       E-mail: mandrews@coxsmith.com

                       About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate
and building for the operations of Mason Georgetown. They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford Finance, LLC, which is owed almost $16 million
on a term loan and revolving credit, is Vedder Price P.C.'s Jon
Aberman, Esq.

Mason Coppell OP, LLC, et al., obtained Court authority to sell
substantially all of their assets for a total of $16.1 million,
consisting of $4.0 million for so-called facility assets and $12.1
million for the 142-bed nursing home facility commonly known as
Estrella Oaks Rehabilitation Care Center, in Georgetown, Texas.

At the closing of the sale, proceeds of the sale of the real
property in the amount of $12.1 million, less adjustments,
required U.S. Trustee fees, and required administrative expenses,
will be paid to Oxford.

Debtor Mason Friendswood OP, LLC, has separately sought authority
to sell the Friendship Haven Health and Rehabilitation Center to
ensure uninterrupted and continued care at the Facility.


MCCLATCHY CO: Closes $34-Mil. Sale of Anchorage Daily News
----------------------------------------------------------
Pursuant to the terms of a Stock Purchase Agreement dated April 8,
2014, by and among The McClatchy Company and its wholly-owned
subsidiary, McClatchy Newspapers, Inc., and Alaska Dispatch
Publishing, LLC, McClatchy completed the previously announced
divestiture of the Anchorage Daily News, Inc., for $34 million in
cash.

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company reported net income of $18.80 million for the year
ended Dec. 29, 2013, as compared with a net loss of $144,000 for
the year ended Dec. 30, 2012.  As of Dec. 29, 2013, the Company
had $2.61 billion in total assets, $2.37 billion in total
liabilities, and $240.38 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MCCLATCHY CO: Incurs $15.8 Million Net Loss in First Quarter
------------------------------------------------------------
The McClatchy Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $15.84 million on $287.20 million of net revenues for the
quarter ended March 30, 2014, as compared with a net loss of
$12.74 million on $295.11 million of net revenues for the quarter
ended March 31, 2013.

As of March 30, 2014, the Company had $2.57 billion in total
assets, $2.35 billion in total liabilities and $226.81 million in
total stockholders' equity.

The Company's cash and cash equivalents were $96.4 million as of
March 30, 2014, compared to $17.6 million of cash at March 31,
2013, and $80.8 million as of Dec. 29, 2013.

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

                        http://is.gd/sObMmc

                     About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

For the year ended Dec. 29, 2013, the Company reported net income
of $18.80 million on $1.24 billion of net revenues as compared
with a net loss of $144,000 on $1.31 billion of net revenues for
the year ended Dec. 30, 2012.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MEE APPAREL: Creditors' Panel Hires Otterbourg PC as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of MEE Apparel LLC
and its debtor-affiliates asks authorization from the U.S.
Bankruptcy Court for the District of New Jersey to retain
Otterbourg P.C. as counsel to the Committee, nunc pro tunc to Apr.
10, 2014.

The Committee requires Otterbourg PC to:

   (a) assist and advise the Committee in its consultation with
       the Debtors relative to the administration of these cases;

   (b) attend meetings and negotiate with the representatives of
       the Debtors and other parties in interest;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) assist the Committee in the review, analysis and
       negotiation of any plans of reorganization, and to assist
       the Committee in the review, analysis and negotiation of
       the corresponding disclosure statements;

   (e) assist the Committee in the review, analysis and
       negotiation of any bidding procedures or asset sale
       proposals;

   (f) assist the Committee in the review and analysis of any
       financing agreements;

   (g) take all necessary action to protect and preserve the
       interests of the Committee, including (i) possible
       prosecution of actions on its behalf, (ii) if appropriate,
       negotiations concerning all litigation in which the Debtors
       are involved, and (iii) if appropriate, review and analysis
       of claims filed against the Debtors' estates;

   (h) generally prepare on behalf of the Committee all necessary
       motions, applications, answers, orders, reports and papers
       in support of positions taken by the Committee;

   (i) appear, as appropriate, before this Court, the Appellate
       Courts, and the U.S. Trustee, and to protect the interests
       of the Committee before those courts and before the U.S.
       Trustee; and

   (j) perform all other necessary legal services in these Chapter
       11 cases.

Otterbourg PC will be paid at these hourly rates:

       Partner/Counsel         $595-$940
       Associate               $275-$645
       Paralegal               $250-$260

Otterbourg PC will also be reimbursed for reasonable out-of-pocket
expenses incurred.

David M. Posner, member of Otterbourg PC, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Otterbourg PC can be reached at:

       David M. Posner, Esq.
       OTTERBOURG P.C.
       230 Park Avenue
       New York, NY 10169
       Tel: (212) 661-9100

                        About MEE Apparel

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

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

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

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

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

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.


MERITAGE HOMES: Fitch Raises IDR to 'BB-' and Revises Outlook
-------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of
Meritage Homes Corporation (NYSE: MTH) to 'BB-' from 'B+'.  The
Rating Outlook is revised to Stable from Positive.  A complete
list of rating actions follows at the end of this release.

KEY RATING DRIVERS

The ratings and Outlook for MTH are influenced by the company's
execution of its business model, conservative land policies,
geographic diversity and healthy liquidity position.  The ratings
and Outlook also take into account Fitch's expectation of further
moderate improvement in the housing market in 2014 and 2015, share
gains by MTH and hence volume outperformance relative to industry
trends as the market continues its focus on trade-up housing
(MTH's strength) and MTH's better profitability and sharply
improved credit metrics.

MTH's sales are reasonably dispersed among its 15 metropolitan
markets within eight states.  During 2012, the company ranked
among the top 10 builders in such markets as Dallas/Fort Worth,
San Antonio and Austin, TX; Orlando, FL; Phoenix, AZ;
Riverside/San Bernardino, CA; Denver, CO; and San
Francisco/Oakland/Fremont and Sacramento, CA.  The company also
builds in the Central Valley, CA; Houston, TX; Inland Empire, CA;
Tucson, AZ; Tampa, FL; and Raleigh-Durham and Charlotte, NC.  MTH
entered the Nashville, Tennessee market with its August 2013
acquisition of Phillips Builders.

Fitch estimates that currently less than 20% of MTH's sales are to
entry level buyers; less than 5% are to active adults (retirees);
less than 5% are to luxury customers; and the balance of the total
are generated from first and second time trade-up customers.

GENERALLY IMPROVING HOUSING MARKET

Comparisons are challenging through first-half 2014, and so far
this year most housing metrics seem to have been short of
expectations and fallen somewhat from a year ago.  Though the
severe winter throughout much of North America restrained some
housing activity, nonetheless, there is an absence of underlying
consumer momentum so far this spring, perhaps due to buyer
sensitivity to higher home prices and finance rates and the
slowing of job growth at year end.

Housing metrics should improve for all of 2014 due to faster
economic growth, and some acceleration in job growth, despite
somewhat higher interest rates, as well as more measured home
price inflation.  Single-family starts are projected to improve
15% to 710,000 as multifamily volume grows about 9% to 335,000.
Thus, total starts this year should top 1 million.  New home sales
are forecast to advance about 16% to 500,000, while existing home
volume is flat at 5.10 million, largely due to fewer distressed
homes for sale.

As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.

SOME EROSION IN HOME AFFORDABILITY

The most recent Freddie Mac 30 year average mortgage rate was
4.21%, down 8 bps sequentially from the previous week and about 80
bps higher than the average rate during the month of January 2013,
a recent low point for mortgage rates.  While the current rates
are still well below historical averages, the sharp increase in
rates and considerably higher home prices in 2013/2014 have
moderated affordability.

Fitch projects that mortgage rates will average 60-80 bps higher
in 2014 (relative to 2013) as the Fed continues to taper and the
economy strengthens.  New home price inflation should moderate in
2014, at least partially because of higher interest rates.
Average and median new home prices should increase about 3.5% in
2014.  However, Fitch's expectations of a more dynamic economic
expansion this year with stronger job growth will more than offset
this lessening in affordability.  This will be particularly the
case for the move-up and active adult markets.

LAND STRATEGY

MTH employs conservative land and construction strategies.  The
company typically options or purchases land only after necessary
entitlements have been obtained so that development or
construction may begin as market conditions dictate.

Under normal circumstances MTH extensively uses lot options, and
that is expected to be the future strategy in markets where it is
able to do so.  The use of non-specific performance rolling
options gives the company the ability to renegotiate price/terms
or void the option, which limits downside risk in market downturns
and provides the opportunity to hold land with minimal investment.
However, as of March 31, 2014, only 26.8% of MTH's lots were
controlled through options - a lower than typical percentage as
there are currently fewer opportunities to option lots and, in
certain cases, the returns for purchasing lots outright are far
better than optioning lots from third parties.

Total lots controlled, including those optioned, were 25,807 at
March 31, 2014.  This represents a 4.8-year supply of total lots
controlled based on trailing 12-months deliveries.  On the same
basis, MTH's owned lots represent a supply of 3.6 years.

MTH began to increase its overall land position during the middle
of 2010 following four years of declining lot supply.  The company
spent roughly $236 million on land purchases during 2010, compared
with $182 million during 2009. In 2011, MTH invested $200 million
in land and $50 million in development.  The company spent $480
million on land and development in 2012.  In 2013 MTH expended
$565 million on real estate including $165-175 million on
development activities.  This year the company may invest $700-750
million in real estate activities, including a couple of hundred
million in land development.  Land banking may play a moderately
more significant role in MTH's land strategy in 2014.

DEBT/LEVERAGE/CASH FLOW

MTH successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down inventory.  The company had
unrestricted cash of $261 million and investments and securities
of $77.7 million at March 31, 2014.  The company's debt totaled
$904.9 million at the end of the first quarter 2014.

MTH's debt maturities are well-laddered, with the next debt
maturity in March 2018, when its 4.50% $175 million senior notes
become due.

MTH has been willing to occasionally issue equity. It issued $90
million of common equity during the 3Q 2012.  More recently, in
January 2014 the company issued approximately 2.53 million shares
of common stock for net proceeds of approximately $110 million to
use for working capital, potential expansion into new markets
and/or expansion of existing markets, including the possible
acquisition of other homebuilders or assets, and general corporate
purposes.

In July 2012, the company entered into a new $125 million
unsecured revolving credit facility maturing in 2015.  The
facility was amended during the second quarter of 2013, which
increased the commitment to $135 million and extended the maturity
to 2016.  The size of the facility was subsequently raised further
to $200 million.  There were no outstandings under the revolver as
of March 31, 2014.  Current availability is $164.4 million.

Leverage has been steadily improving in recent years, in
particular during 2013 and into 2014.  The ratio decreased to 3.5x
at the end of the first quarter of 2014 from 7.9x at 4Q end 2012
and 12.0x at the conclusion of 2011.  Interest coverage, which was
2.0x at Dec. 31, 2012, has also been consistently improving -
reaching 5.0x at March 31, 2014.  Fitch expects these credit
metrics will be enhanced during the balance of 2014 with leverage
decreasing to slightly less than 3.5x and interest coverage
expanding in excess of 5x.

As is the case with most builders in our coverage, Fitch expects
MTH will be cash flow negative in 2014.  The company was cash flow
from operations (CFFO) negative $131.7 million in the March 2014
quarter and on an LTM basis was CFFO negative by $217.9 million.
In 2013, 2012 and 2011, the company was negative CFFO by $86.3
million, $220.5 million and $74.1 million, respectively.  Fitch
currently expects MTH will be CFFO negative by almost $100 million
in 2014.  The company is expected to meaningfully increase its
land and development spending in 2014 influencing cash flow.  But
as the cycle matures, real estate spending is likely to level out
in 2015 as profits continue to rise and consequently cash flow
likely will turn positive.

Fitch is comfortable with this real estate strategy given the
company's liquidity position and debt maturity schedule.  Fitch
expects MTH over the next few years will maintain liquidity
(consisting of cash and investments and the revolving credit
facility) of at least $350 million - $400 million, a level which
Fitch believes is appropriate given the challenges/risks still
facing the industry.

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad housing-
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.

Further positive rating actions may be considered if the recovery
in housing is better than Fitch's current outlook and shows
durability; MTH shows sustained improvement in credit metrics
(such as homebuilding debt to EBITDA consistently at or below
3.5x); and the company continues to maintain a healthy total
liquidity position consisting of cash, short term investments and
credit facility availability (above $350 million).

A negative rating action could be triggered if the industry
recovery dissipates; 2014 and 2015 revenues each drop in excess of
20% while pretax profitability approaches 2011 levels; and MTH's
liquidity position falls sharply, perhaps below $300 million as
the company maintains an overly aggressive land and development
spending program.

Fitch has taken the following rating actions on MTH:

   -- IDR upgraded to 'BB-' from 'B+';
   -- Senior unsecured debt affirmed at 'BB-'.

With the upgrade of MTH's IDR to 'BB-' from 'B+', recovery ratings
are no longer assigned to individual debt instruments.  MTH's
senior unsecured notes are rated at the same level as the
company's IDR.

The Rating Outlook is revised to Stable from Positive.


METRO-GOLDWYN-MAYER: S&P Revises Outlook to Pos. & Affirms B+ CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Beverly Hills, Calif.-based Metro-Goldwyn-Mayer Inc. (MGM) to
positive from stable.  At the same time, S&P affirmed its ratings
on the company, including the 'B+' corporate credit rating.

"The outlook revision reflects MGM's prospects for somewhat
manageable debt leverage over the next several years despite plans
to produce an annual film slate of four to six films," said
Standard & Poor's credit analyst Chris Valentine.

S&P expects the ratio of discretionary cash flow to debt to remain
above 20% through, 2015 based on the stability of the library and
recent deleveraging.  This has occurred as a result of good
balance sheet management following the standout performance of
"James Bond" and "Hobbit" in 2013.  S&P do not expect leverage to
remain at the current level of 0.7x, but do expect leverage to
remain somewhat manageable for a film studio over the next 12
months.  An upgrade to 'BB-' is predicated on maintaining
manageable debt leverage levels while building a more diversified
cash flow base to reduce volatility, especially after the
principal cash flows of the final "Hobbit" film and the next
"James Bond" film are received.

"We regard MGM's business risk profile as "weak" because of the
company's small scale of production, as well as the risks
associated with new films other than the "James Bond" and "Hobbit"
franchises, which along with the library, currently account for
the bulk of MGM's revenue and EBITDA.  MGM faces the risk of
losses and write-downs on new releases in 2014 and beyond as it
pursues steady production and cash flow, but do recognize some of
these films are sequels that performed well.  MGM and the industry
benefit from growing international box office revenues that help
cushion a long-term secular decline in U.S. domestic theatrical
attendance.  Standard-format DVD sales have been declining
industrywide, as consumption of home entertainment continues its
shift to digital formats.  Total home entertainment revenues
stabilized for much of 2013, but dipped in the first quarter of
2014, according to the Digital Entertainment Group, despite
digital growth.  Visibility regarding total home entertainment
revenue trends is limited," S&P said.

"Our assessment of MGM's financial risk profile as "significant"
reflects its extremely high level of historical cash flow
volatility, despite manageable debt leverage for a film studio
based on the current level of 0.7x.  Under our base-case scenario,
we expect leverage could rise to about 2x over the next 12 months,
if MGM draws on its revolving credit facility to fund feature film
production.  Despite leverage lower than the 3x-4x range with
which we typically associate a significant financial risk profile,
our financial risk assessment reflects the very high cash flow
volatility and formidable upfront cash requirements inherent in
the film studio business," S&P added.

S&P could consider an upgrade if the company significantly
broadens its ongoing base of cash flow and continues to maintain
its current moderate leverage levels.  This includes establishing
new film franchises that register box office success following the
conclusion of the current franchises, ensuring healthy ongoing
EBITDA and positive discretionary cash flow.  Profitable growth of
the TV production segment, which could reduce earnings volatility
and improving margins, also could contribute to an upgrade
scenario.  Any upgrade scenario would likely require further
clarity regarding financial policy and a firm commitment from
management to keep discretionary cash flow to debt above 20%, even
after cash flows from the "Hobbit" series are largely realized in
2015.

S&P could revise the outlook to stable if the company is unable to
generate new franchises to replace "Hobbit," resulting in minimal
discretionary cash flow generation and rising debt.  A shift that
involves higher-average-cost films, or a higher annual output with
fewer franchise films, could result in more earnings and cash flow
volatility.  Additionally, a significant debt-financed acquisition
that S&P concludes will push discretionary cash flow to debt below
20%, with no prospects for returning above 20%, could result in a
downgrade.  Finally, increases in shareholder-favoring actions
that also push discretionary cash flow to debt below 20% could
result in a downgrade.


MF GLOBAL: Judge Axes Execs' Appeal of Customer Pay Ruling
----------------------------------------------------------
Law360 reported that a New York federal judge rejected former MF
Global Inc. executives' appeal of a ruling that let the fallen
brokerage's liquidating trustee pay off commodities customers and
transfer mismanagement claims, saying they were trying to put the
trustee in a Sophie-esque position.

According to the report, in a 26-page opinion U.S. District Judge
Victor Marrero affirmed U.S. Bankruptcy Judge Martin Glenn's
November ruling that allowed Securities Investment Protection Act
Trustee James A. Giddens to distribute the final remaining amounts
owed to customers who lost their investments when MF Global went
under. Judge Marrero found that the appellants, who included
former MF Global chief Jon Corzine and PricewaterhouseCoopers LLC,
were essentially looking to force the trustee to either sacrifice
customers' right to immediate repayment or sacrifice creditors'
right to any repayment.

"At bottom, appellants are trying to put the trustee, like Sophie,
in a forbidding dilemma between two extreme choices: one awful,
the other equally so," the judge wrote in the decision, the report
related.  "Under appellants' view of the law, the trustee must
either pay customers now and forgo pursuit of other property that
might be used to satisfy other creditors, or pursue that other
property but force customers to wait indefinitely for funds that
could be made available to them now."

Judge Glenn's ruling last fall allowed $305 million in general
estate funds to be moved from the general estate to an account for
the commodities customers, whose money was part of the $1.6
billion that went missing in October 2011, the report further
related.

Eight former MFGI officials, including Corzine, who were also
battling class action claims surrounding their alleged mishandling
of customer money took issue with the provision of the order
allowing the customers to transfer any claims they hold against
the executives with respect to the mismanagement of their funds to
Giddens, the report said.  Judge Glenn overruled their objections
and the executives appealed his decision in December.

The case is MF Global Holdings LTD. et al v. Giddens, Case No.
1:13-cv-08893 (S.D.N.Y.).

                        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.


MGM RESORTS: Reports $191.6 Million Net Income in First Quarter
---------------------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $191.60 million on $2.63 billion of revenues for the
three months ended March 31, 2014, as compared with net income of
$22.57 million on $2.35 billion of revenues for the same period in
2013.

As of March 31, 2014, the Company had $25.35 billion in total
assets, $17.52 billion in total liabilities and $7.82 billion in
total stockholders' equity.

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

                         http://is.gd/qjMMab

                          About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50 percent
investments in four other properties in Nevada, Illinois and
Macau.

MGM Resorts reported a net loss attributable to the Company of
$1.76 billion in 2012 as compared with net income attributable to
the Company of $3.11 billion in 2011.

                        Bankruptcy Warning

"We have a significant amount of indebtedness maturing in 2015 and
thereafter.  Our ability to timely refinance and replace such
indebtedness will depend upon the foregoing as well as on
continued and sustained improvements in financial markets.  If we
are unable to refinance our indebtedness on a timely basis, we
might be forced to seek alternate forms of financing, dispose of
certain assets or minimize capital expenditures and other
investments.  There is no assurance that any of these alternatives
would be available to us, if at all, on satisfactory terms, on
terms that would not be disadvantageous to us, or on terms that
would not require us to breach the terms and conditions of our
existing or future debt agreements."

"Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior credit facility or the
indentures governing our other debt could adversely affect our
growth, our financial condition, our results of operations and our
ability to make payments on our debt, and could force us to seek
protection under the bankruptcy laws," the Company said in its
annual report for the year ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MICROVISION INC: Reports $8 Million Net Loss in First Quarter
-------------------------------------------------------------
MicroVision, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $8.02 million on $1.21 million of total revenue for the three
months ended March 31, 2014, as compared with a net loss of $3.65
million on $1.80 million of total revenue for the same period last
year.

The Company's balance sheet at March 31, 2014, showed $18.26
million in total assets, $4.95 million in total liabilities and
$13.31 million in total shareholders' equity.

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

                         http://is.gd/Fne9tH

                       About Microvision Inc.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

MicroVision reported a net loss of $13.17 million in 2013, as
compared with a net loss of $22.69 million in 2012.

Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.


MISSION NEW ENERGY: Notifies Change of Share Register
-----------------------------------------------------
Mission NewEnergy Limited (MBT) will transfer responsibility for
the maintenance of the Share Register to Link Market Services
Limited (Link), effective start of business Monday, May 26, 2014.

The new share registry contact details are provided below:

Link Market Services Limited
Street Address:
Ground Floor
178 St Georges Terrace
Perth WA 6000

Postal Address:
Locked Bag A14
SYDNEY SOUTH NSW 1235
Australian Telephone: 1300 554 474
International Telephone: +61 1300 554 474
Facsimile: +61 2 9287 0303

www.linkmarketservices.com.au

Lodgement of documentation by member organisations,
securityholders, and other interested parties must be made at the
new address from Monday, May 26, 2014.

                       About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

The Company's balance sheet at Dec. 31, 2013, showed $4.92 million
in total assets, $13.96 million in total liabilities and a $9.04
million total deficiency.

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MOBILESMITH INC: Sells $510,000 Convertible Notes
-------------------------------------------------
MobileSmith, Inc., on May 2, 2014, sold an additional convertible
secured subordinated note due Nov. 14, 2016, in the principal
amount of $510,000 to a current noteholder upon substantially the
same terms and conditions as the Company's previously issued
notes.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8 percent payable in quarterly installments
commencing Aug. 2, 2014.  As with the Existing Notes, the Company
is not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                       About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Cherry Bekaert LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2013.

The Company reported a net loss of $27.53 million on $339,039 of
total revenues in 2013, compared with a net loss of $4.4 million
on $147,468 of total revenues in 2012.  The Company's balance
sheet at Dec. 31, 2013, showed $1.43 million in total assets,
$30.22 million in total liabilities, and a stockholders' deficit
of $28.79 million.


MODERN PRECAST: Liquidating Trustee Balks at Case Conversion Bid
----------------------------------------------------------------
The Bankruptcy Court continued until May 22, 2014, at 11:00 a.m.,
to consider the motion to compel VCW Enterprises, Inc., d/b/a M&W
Precast, f/k/a Modern Precast Concrete, Inc. et al., to file
reports and pay fees, or in the alternative, convert the case to
one under Chapter 7 of the Bankruptcy Code.

On March 28, the Liquidating Trustee asked that the Court deny the
motion by the U.S. Trustee.

The Liquidating Trustee said the U.S. Trustee's motion sought to
compel the Liquidating Trustee to file post-confirmation
distribution reports for the fourth quarter of 2013, and that the
post-confirmation distribution report for the first quarter of
2014, while not yet due, will be due approximately five days after
the hearing on the motion.  The Liquidating Trustee averred that
no distributions were made in the fourth quarter of 2013 and a
report evidencing that fact will be filed with the Court on or
before the date of the hearing on the motion.

The Liquidating Trustee further averred that the first quarter
2014 report will be filed in a timely manner.

The Liquidating Trustee also said that, as he advised the Office
of the U.S. Trustee in February, he is collecting additional funds
from preference defendants and will be in a position to make full
payment of all outstanding fee obligations within days of the date
of the hearing on the motion.

As reported in the Troubled Company Reporter on April 2, 2014,
the U.S. Trustee explained that the Debtor's plan was confirmed on
May 30, 2013, but that the Debtor failed to file and serve the
post-confirmation reports required by local bankruptcy rules and
the trustee's operating guidelines for the fourth quarter of 2013.
Moreover, the Debtor is not current on payment of post-
confirmation fees to the UST pursuant to 28 U.S.C. Sec.
1930(a)(6), which cannot be determined without the required
reports.

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor; and Barry D. Kleban, Esq., and Aaron S.
Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as
attorneys.  Griffin Financial Group, LLC serves as investment
banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to OldCastle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, subject to certain adjustments.  The Debtor changed its
name to VCW Enterprises, Inc., doing business as M&W Precast,
following the sale.

VCW Enterprises, doing business as M&W Precast, formerly known as
Modern Precast Concrete, Inc., on May 30, 2013, won confirmation
of its First Amended Plan of Liquidation that provides for (i) the
disposition of the Debtor's remaining assets; (ii) the
establishment of the Liquidating Trust; and (iii) a mechanism to
distribute the proceeds to the holders of Allowed Claims.  The
Plan also provides for payment in full of all Allowed
Administrative Claims.


MORGANS HOTEL: Files Form 10-Q, Incurs $28.5MM Loss in Q1
---------------------------------------------------------
Morgans Hotel Group Co. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stockholders of $28.50 million on
$55.62 million of total revenues for the three months ended
March 31, 2014, as compared with a net loss attributable to common
stockholders of $14.33 million on $52.65 million of total revenues
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $695.16
million in total assets, $897.21 million in total liabilities,
$5.15 million in redeemable noncontrolling interest and a $207.20
million total deficit.

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

                         http://is.gd/7QPYfG

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $57.48 million on $236.48 million of total
revenues for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stockholders of $66.81 million on
$189.91 million of total revenues in 2012.


MORGANS HOTEL: Yucaipa Parties May Approve Any Sale Transaction
---------------------------------------------------------------
Ronald W. Burkle, Yucaipa American Management, LLC, Yucaipa
American Funds, LLC, Yucaipa American Alliance Fund II, LLC,
Yucaipa American Alliance Fund II, L.P., Yucaipa American Alliance
(Parallel) Fund II, L.P., disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that they intend to
either waive certain of their consent rights, or to provide the
applicable consent or approval, for any sale transaction involving
the Company or all or substantially all of the assets of the
Company so long as:

   (i) the Company commences a process to explore strategic
       alternatives by July 1, 2014; and

  (ii) the purchase price is $8.00 or more in net value per share
       of Common Stock in respect of a cash-out merger or other
       acquisition of all of the Company's Common Stock or all or
       substantially all of the Company's assets.

Unless otherwise amended or withdrawn by the Investors, their
intention to waive those consent rights or to provide a consent or
approval will expire automatically six months from May 9, 2014.

The Investors have certain consent rights under a Purchase
Agreement with respect to certain extraordinary transactions
involving the Company.  In addition, under the terms of the Series
A Preferred Securities, so long as the Investors hold at least a
majority of the Series A Preferred Securities outstanding, the
Investors' approval is required for any transaction involving the
acquisition of the Company by any third party.

On Oct. 31, 2013, the Investors sent a letter to the board of
directors of the Company expressing a desire to make a proposal to
the board to purchase the Company for $8.00 per share, subject to
satisfactory due diligence and no material change in the Company's
financial position.  The Investors also encouraged the Company to
seek other bids in order to ascertain if a higher price can be
obtained.

As of May 9, 2014, the Investors beneficially owned 12,522,367
shares of common stock of Morgans Hotel Group Co. representing
26.9 percent of the shares outstanding.

A copy of the regulatory filing is available for free at:

                        http://is.gd/vaK7cJ

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $57.48 million on $236.48 million of total
revenues for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stockholders of $66.81 million on
$189.91 million of total revenues in 2012.

The Company's balance sheet at March 31, 2014, showed $695.16
million in total assets, $897.21 million in total liabilities,
$5.15 million in redeemable noncontrolling interest and a $207.20
million total deficit.


MORGANS HOTEL: Incurs $28.5 Million Net Loss in First Quarter
-------------------------------------------------------------
Morgans Hotel Group Co. reported a net loss attributable to common
stockholders of $28.50 million on $55.62 million of total revenues
for the three months ended March 31, 2014, as compared with a net
loss attributable to common stockholders of $14.33 million on
$52.65 million of total revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $695.16
million in total assets, $897.21 million in total liabilities,
$5.15 million in redeemable noncontrolling interest and a $207.20
million total stockholders' deficit.

At March 31, 2014, the Company had approximately $129.1 million in
cash and cash equivalents.

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

                        http://is.gd/3ccZnq

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $57.48 million on $236.48 million of total
revenues for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stockholders of $66.81 million on
$189.91 million of total revenues in 2012.


MORGANS HOTEL: Yucaipa Parties Complain Over Observation Rights
---------------------------------------------------------------
Ronald W. Burkle, Yucaipa American Management, LLC, Yucaipa
American Funds, LLC, et al., sent a letter to Morgans Hotel Group
Co.'s Interim CEO, Jason Kalisman, outlining alleged repeated
failures by the Company to honor the Investors' board observation
rights.

The Yucaipa Parties said they weren't informed about the board
meeting that took place on April 22, 2014.  While they were
invited to a board meeting held on May 4, 2014, the Yucaipa
Parties maintain they were excluded from certain topics, including
the distress and resulting ongoing restructuring discussions
surrounding the Mondrian Soho.

"We are a major owner, we are interested in participating in
discussions and decisions concerning the operation of Morgans'
business and the performance of its assets.  These are clearly
mandated by our observation rights but as stated above, are being
completely ignored," the Yucaipa Parties assert.

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

                        http://is.gd/rrtlmJ

The Yucaipa Parties beneficially owned 12,522,367 shares of common
stock of Morgans Hotel Group Co. representing 26.9 percent of the
shares outstanding as of May 7, 2014.  A copy of the regulatory
filing is available for free at http://is.gd/RCi9P6

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $57.48 million on $236.48 million of total
revenues for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stockholders of $66.81 million on
$189.91 million of total revenues in 2012.

The Company's balance sheet at March 31, 2014, showed $695.16
million in total assets, $897.21 million in total liabilities,
$5.15 million in redeemable noncontrolling interest and a $207.20
million total stockholders' deficit.


NC COMMUNICATIONS: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: NC Communications, Inc.
        9300 Durant Road
        Raleigh, NC 27614

Case No.: 14-02692

Chapter 11 Petition Date: May 9, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Raleigh Division)

Judge: Hon. Randy D. Doub

Debtor's Counsel: Danny Bradford, Esq.
                  PAUL D. BRADFORD, PLLC
                  dba Bradford Law Offices
                  455 Swiftside Drive, Suite 106
                  Cary, NC 27518-7198
                  Tel: 919 758-8879
                  Fax: 919 803-0683
                  Email: dbradford@bradford-law.com

Total Assets: $1.47 million

Total Liabilities: $1.22 million

The petition was signed by James Kornegay, secretary/treasurer.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb14-02692.pdf


NE OPCO: Committee Defends Trust Agreement
------------------------------------------
The Official Committee of Unsecured Creditors of NE Opco Inc.
and NEV Credit Holdings Inc. responds to the objection filed by
Spirit SPE Portfolio 2006-4 LLC regarding the Committee's request
for entry of order approving a trust agreement and a stock escrow
agreement, and authorizing the transfer of the Debtors' remaining
assets to a trustee.

According to the Committee, Spirit's Objection seeks to re-
litigate and rewrite a final order that was entered by the Court
in July 2013 after a full evidentiary hearing to approve a
settlement which avoided significant litigation costs and risks
among major constituencies in these cases that could have drained
the Debtors' estates and prevented any opportunity at maximizing
value.  Spirit wants to require the Trustee to assume the Debtors'
obligations to Spirit under the Spirit lease because Spirit now
regrets the uncertainty it has placed itself in.

The Committee says Spirit -- as its basis for seeking
reconsideration of the settlement -- cherrypicks one isolated
phrase from a sentence in the settlement motion to create an
argument that the settlement agreement was always intended to pay
other administrative creditors in addition to section 503(b)(9)
claims.  The underlying papers, however, could not have been
clearer.  The settlement agreement was only intended to provide
for payment to section 503(b)(9) claims and general unsecured
claims in accordance with its terms.  The actual terms of the
settlement agreement do not mention or include provisions for the
payment of administrative claims generally, the Committee notes.

In September 2013, Cenveo, Inc. acquired certain assets of
National Envelope through the bankruptcy process.  As part of the
consideration for the acquisition, Cenveo issued approximately 2.1
million shares to the debt holders of National Envelope.

The Committee argues that Spirit's objection should be overruled
for three basic reasons:

   -- the objection is premature.  As the objection indicates,
      Spirit and the Debtors negotiated and stipulated to extend
      the period for the Debtors and Cenveo to address how to
      treat the Spirit lease until May 31, 2014.  There is no
      basis under the Bankruptcy Code to require that the
      Trustee of the Liquidating Trust be required to assume
      Spirit's agreement, which may be assumed by the Debtors in
      any case and cured by the Debtors. Even if the Debtors do
      not assume the Spirit lease, the Trustee is not a debtor-in-
      possession and cannot assume agreements under section 365(a)
      of the Bankruptcy Code.  If the Spirit Lease is rejected,
      then Spirit will be able to assert a general unsecured claim
      for rejection damages like all other unsecured creditors
      against the assets of the Liquidating Trust or assert an
      administrative claim against the estate.

   -- Spirit seeks to overturn and effectively rewrite a final
      order that was entered by the Court in July 2013 that
      approved the settlement agreement upon which the motion and
      liquidating trust are based.  Spirit has participated in
      these chapter 11 cases since the very beginning, served as
      an ex officio member of the Committee, and received notice
      of the settlement motion and related objections, but it
      failed to file its own objection and failed to appeal the
      settlement order. As such, as a matter of law Spirit is now
      estopped from relitigating the issues or seeking to attack
      the Settlement Order.

   -- the law of the case doctrine precludes Spirit from
      relitigating the settlement motion through its objection to
      the motion and formation of the liquidating trust because
      the same issues raised in the objection have already been
      litigated and finally decided by this Court.  For the
      foregoing reasons and as set forth below, the Objection
      should be overruled.

                          About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the 2013 case, the company tapped the law firm Richards, Layton
& Finger as counsel, PricewaterhouseCoopers LLP as financial
adviser, and Epiq Bankruptcy Solutions as claims and notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in bankruptcy
financing being supplied by Salus Capital Partners LLC.

Judge Christopher Sontchi authorized three buyers to acquire
National Envelope's business for a total of about $70 million.
Connecticut-based printer Cenveo Inc. acquired National Envelope's
operating assets for $25 million, Hilco Receivables LLC picked up
accounts receivable for $25 million and Southern Paper LLC took on
its inventory for $15 million.


NEOMEDIA TECHNOLOGIES: YA Global Waives Breach Under Agreements
---------------------------------------------------------------
NeoMedia Technologies, Inc., received a written notification from
YA Global Investments, L.P., irrevocably and unconditionally
waiving any and every breach that may exist in connection with any
and all agreements, securities, notes, debentures, or other
arrangements between the Company and YA resulting or arising in
connection with the Company's downgrade from the OTC Market Group
OTCQB tier stock market exchange to the OTC Pink tier stock market
exchange.

The downgrade occurred on May 1, 2014, and was due to a new OTC
eligibility standard that requires companies that have not
maintained a minimum bid price of $0.01 per share as of the close
of business for at least one of the previous 30 consecutive
calendar days to be downgraded to the OTC Pink tier stock market
exchange.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

NeoMedia Technologies reported a net loss of $214.11 million in
2013, as compared with a net loss of $19.38 million in 2012.
As of Dec. 31, 2013, the Company had $5.30 million in total
assets, $284.57 million in total liabilities, all current, $4.81
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock and a $284.43 million total
shareholders' deficit.

Kingery & Crouse, P.A., in Tampa, FL, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations, has
significant working capital and shareholder deficits and may have
ongoing requirements for additional capital investment.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


NET TALK.COM: Reports $4.8 Million Net Loss in 2013
---------------------------------------------------
Net Talk.com, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.78 million on $6.02 million of net revenues for the year ended
Dec. 31, 2013, as compared with a net loss of $14.71 million on
$5.79 million of net revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $4.59 million
in total assets, $11.08 million in total liabilities and a $6.49
million total stockholders' deficit.

Zachary Salum Auditors P.A., in Miami, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant recurring losses from
operations, its total liabilities exceeds its total assets, and is
dependent on outside sources of funding for continuation of its
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"We have not sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness or
continue operations, we may be required to significantly scale
back our operations, significantly reduce our headcount, seek
protection under the provisions of the U.S. Bankruptcy Code,
and/or discontinue many of our activities which could negatively
affect our business and prospects.  Our current capital raising
efforts may not be successful in raising additional capital on
favorable terms, or at all," the Company said in the Annual
Report.

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

                         http://is.gd/b8lWNv

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.


NEWLEAD HOLDINGS: Incurs $158.2 Million Net Loss in 2013
--------------------------------------------------------
NewLead Holdings Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$158.22 million on $7.34 million of operating revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $403.92
million on $8.92 million of operating revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $151.33
million in total assets, $292.68 million in total liabilities and
a $141.34 million total shareholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

A copy of the Form 20-F is available for free at:

                        http://is.gd/6jwk27

MG Partners Limited requested 13,500,000 additional settlement
shares pursuant to the terms of a settlement agreement approved by
the Supreme Court of the State of New York, County of New York.
Following the issuances of the above amounts, the Company will
have approximately 157,961,063 shares outstanding, which
outstanding amount includes recent share issuances related to
partial exercises of outstanding warrants and partial conversions
of outstanding preferred stock.

On Dec. 2, 2013, the Supreme Court entered an order approving,
among other things, the fairness of the terms and conditions of an
exchange pursuant to Section 3(a)(10) of the Securities Act of
1933, as amended, in accordance with a stipulation of settlement
among NewLead Holdings Ltd., Hanover Holdings I, LLC, and MG
Partners Limited, in the matter entitled Hanover Holdings I, LLC
v. NewLead Holdings Ltd., Case No. 160776/2013.  Hanover commenced
the Action against the Company on Nov. 19, 2013, to recover an
aggregate of $44,822,523 of past-due indebtedness of the Company,
which Hanover had purchased from certain creditors of the Company
pursuant to the terms of separate purchase agreements between
Hanover and each of such creditors (all of which purchase
agreements, and all of Hanover's rights and obligations
thereunder, were validly assigned to MGP by Hanover pursuant to
the Settlement Agreement approved by the Order), plus fees and
costs.  The Order provides for the full and final settlement of
the Claim and the Action.  The Settlement Agreement became
effective and binding upon the Company, Hanover and MGP upon
execution of the Order by the Court on Dec. 2, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 175,000 shares (adjusted to give effect to
a 1 for 10 reverse stock split effective March 6, 2014) of the
Company's common stock, $0.01 par value.

As previously reported, between Jan. 3, 2014, and April 29, 2014,
the Company issued and delivered to MGP an aggregate of 49,400,000
(adjusted to give effect to a 1 for 10 reverse stock split
effective March 6, 2014) Additional Settlement Shares pursuant to
the terms of the Settlement Agreement approved by the Order.

                       About NewLead Holdings

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

Newlead Holdings incurred a net loss of $403.92 million on $8.92
million of operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $290.39 million on $12.22 million of
operating revenues for the year ended Dec. 31, 2011.  The Company
incurred a net loss of $86.34 million on $17.43 million of
operating revenues in 2010.


NEWLEAD HOLDINGS: MGP Wants Additional 12.4MM Settlement Shares
---------------------------------------------------------------
MG Partners Limited requested 12,400,000 additional settlement
shares pursuant to the terms of a settlement agreement approved by
the Supreme Court of the State of New York, County of New York.
Following the issuances of the above amounts, the Company will
have approximately 144,461,063 shares outstanding, which
outstanding amount includes recent share issuances related to
partial exercises of outstanding warrants and partial conversions
of outstanding preferred stock.

On Dec. 2, 2013, the Supreme Court entered an order approving,
among other things, the fairness of the terms and conditions of an
exchange pursuant to Section 3(a)(10) of the Securities Act of
1933, as amended, in accordance with a stipulation of settlement
among NewLead Holdings Ltd., a corporation organized and existing
under the laws of Bermuda, Hanover Holdings I, LLC, a New York
limited liability company, and MG Partners Limited, a company with
limited liability organized and existing under the laws of
Gibraltar, in the matter entitled Hanover Holdings I, LLC v.
NewLead Holdings Ltd., Case No. 160776/2013.  Hanover commenced
the Action against the Company on Nov. 19, 2013, to recover an
aggregate of $44,822,523 of past-due indebtedness of the Company,
which Hanover had purchased from certain creditors of the Company
pursuant to the terms of separate purchase agreements between
Hanover and each of those creditors, plus fees and costs.  The
Order provides for the full and final settlement of the Claim and
the Action.  The Settlement Agreement became effective and binding
upon the Company, Hanover and MGP upon execution of the Order by
the Court on Dec. 2, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 175,000 shares (adjusted to give effect to
a 1 for 10 reverse stock split effective March 6, 2014, of the
Company's common stock, $0.01 par value.

Between Jan. 3, 2014, and April 29, 2014, the Company issued and
delivered to MGP an aggregate of 37,000,000 (adjusted to give
effect to a 1 for 10 reverse stock split effective March 6, 2014)
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

A full-text copy of the Form 6-K is available for free at:

                        http://is.gd/ajAFfx

                      About NewLead Holdings

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

Newlead Holdings incurred a net loss of $403.92 million in 2012, a
net loss of $290.39 million in 2011 and a net loss of $86.34
million in 2010.  As of June 30, 2013, the Company had $84.27
million in total assets, $166.18 million in total liabilities and
a $81.91 million total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NORTEL NETWORKS: Battle Over Billions Begins In US, Canada Courts
-----------------------------------------------------------------
Tom Hals, writing for Reuters, reported that judges in Wilmington,
Delaware, and Toronto jointly kicked off a novel cross-border
trial on May 12 to divvy up the $7.3 billion that was raised in
the liquidation of once-mighty telecoms equipment maker Nortel
Networks, which went bust in 2009.

According to Reuters, U.S. Bankruptcy Judge Kevin Gross and
Ontario Superior Court Justice Frank Newbould heard opening
arguments on the morning of May 12 from four attorneys: two in
Wilmington and broadcast in Toronto, and two in Toronto and
broadcast in Wilmington.

The judges must decide how to allocate the money among former
Nortel businesses in Canada, the United States and Europe.
Administrators overseeing those former Nortel business units
cannot repay creditors, make up pension shortfalls or pay off
Nortel bonds until they know how much money they will receive,
Reuters said.  The gallery pews in Judge Gross's Delaware
courtroom were replaced with eight large desks, each with two
monitors, that allowed the attorneys to follow Justice Newbould
and oral argument in Toronto, Reuters added.

"Good morning Judge Gross, it's good to see you so clearly,"
Reuters cited Matt Gottlieb, a lawyer at Lax O'Sullivan Scott
Lisus, as saying as he began his oral argument in Toronto. He
appeared in one of three windows on each of the desktop monitors
in Wilmington as well as on two large wall displays installed in
the court.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
mediation didn't resolve disputes about how sale proceeds should
be distributed among Nortel companies around the world.

                        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, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  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 United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

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.


NPS PHARMACEUTICALS: Incurs $6.6 Million Net Loss in 1st Qtr.
-------------------------------------------------------------
NPS Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $6.57 million on $44.04 million of total revenues
for the three months ended March 31, 2014, as compared with a net
loss of $7.79 million on $25.43 million of total revenues for the
same period last year.

The Company's balance sheet at March 31, 2014, showed $279.49
million in total assets, $174.13 million in total liabilities and
$105.35 million in total stockholders' equity.

"We are pleased to report that physician and patient interest in
Gattex continues to be very high," said Francois Nader, MD,
president and chief executive officer of NPS Pharma.  "After a
challenging January and February, which were partially affected by
severe winter weather, we saw key metrics bounce back for
prescriptions in March and April with weekly averages exceeding
those in the fourth quarter.  In addition, we noted significant
improvements in the time-to-dispense and fill-rate of new
prescriptions in 2014.  As we continue to learn more about the SBS
market dynamics, we are readily adapting our commercial strategy
and operations to ensure we fully capture the significant
opportunity that Gattex represents, including increasing the size
of our sales organization."

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

                         http://is.gd/zT2Vot

A copy of the press release announcing the results is available
for free at http://is.gd/i0afr4

NPS Pharmaceuticals registered with the SEC 7,000,000 shares of
common stock issuable under the Company's 2014 Omnibus Equity
Compensation Plan for a proposed maximum aggregate offering price
of $193,830,000.  A copy of the Form S-8 is available at:

                      http://is.gd/R1JBFv

The Company separately registered 10,000,000 shares of common
stock issuable under the Deferred Compensation Plan for a proposed
maximum aggregate offering price of $10 million.  A copy of the
Form S-8 prospectus is available at http://is.gd/iY56cC

                    About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS Pharmaceuticals reported a net loss of $13.50 million in 2013,
a net loss of $18.73 million in 2012 and a net loss of $36.26
million in 2011.


NPS PHARMACEUTICALS: Stockholders Elect 8 Directors
---------------------------------------------------
NPS Pharmaceuticals, Inc., held its 2014 annual meeting of
stockholders on May 6, 2014, at which the stockholders:

   (a) elected Michael W. Bonney, B.A., Colin Broom, M.D., Georges
       Gemayel, Ph.D., Pedro Granadillo, B.S., James G. Groninger,
       M.B.A., Francois Nader, M.D., M.B.A., Rachel R. Selisker,
       CPA, and Peter G. Tombros, M.S., M.B.A.;

   (b) approved 2014 Omnibus Equity Compensation Plan;

   (c) approved the compensation of the Company's named executive
       officers; and

   (d) ratified the appointment of KPMG LLP as the Company's
       independent registered public accounting firm for the
       fiscal year ending Dec. 31, 2014.

A full-text copy of the 2014 Omnibus Equity Compensation Plan is
available for free at http://is.gd/KXYKkI

On May 5, 2014, the Compensation Committee of the Company's Board
of Directors approved the forms of the Incentive Stock Option
Award Agreement, the Nonqualified Stock Option Award Agreement and
the Restricted Stock Unit Award Agreement.  The Award Agreements
set forth the terms, conditions and restrictions on which a stock
option will become exercisable or shares of the Company's common
stock are earned by an award recipient.

On May 6, 2014, the Company's Board of Directors approved and
adopted the NPS Pharmaceuticals, Inc., Deferred Compensation Plan
to be effective June 1, 2014.  The DCP provides eligible employees
and directors of the Company and each of its subsidiaries which is
a participating company an opportunity to elect to defer
compensation, which will obligate the Company to pay deferred
compensation in the future in accordance with the terms of the
DCP.

The amount of eligible compensation to be deferred by each
Participant is determined in accordance with the terms of the DCP
based on elections by the Participant.  Participants may elect to
defer up to a maximum of 75 percent of their base salaries and up
to 100 percent of their bonuses, restricted stock units,
compensation earned under long-term incentive plans, commissions
and director fees.  The Company will have sole discretion to
credit additional amounts each year to a Participant's DCP account
at any time and in any amount, however, no Participant will have
the right to receive any additional contribution from the Company
in any year regardless of whether those additional contributions
are made on behalf of other Participants.

A copy of the Deferred Compensation Plan is available for free at:

                        http://is.gd/XiIfvF

                      About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS Pharmaceuticals reported a net loss of $13.50 million in 2013,
a net loss of $18.73 million in 2012 and a net loss of $36.26
million in 2011.  As of Dec. 31, 2013, the Company had $292.22
million in total assets, $187.33 million in total liabilities and
$104.89 million in total stockholders' equity.


OHCMC-OSWEGO: Taps CBRE Inc. to Provide Brokerage Services
----------------------------------------------------------
OHCMC-OSWEGO, LLC, asks the Bankruptcy Court for permission to
employ CBRE, Inc., to provide real estate brokerage services
related to the sale of the Debtor's real estate assets.

Pursuant to an exclusive right to sell or lease agreement, CBRE
will be compensated by the Debtor in the form of 4% of the gross
sale price or exchange value of the property.

The Debtor also requests that CBRE not be required to submit a fee
application to the Court for approval because its compensation is
limited to a set percentage of any sale or lease.  If CBRE will
not succeed in a sale or lease, CBRE is not entitled to
compensation.  The Debtor anticipates that CBRE will be paid the
agreed upon commission at the time of closing any sale or
executing any lease of the property.

CBRE disclosed that it provides services throughout the United
States to several parties-in-interest in the bankruptcy
proceeding, including the prepetition lenders, BMO Harris Bank,
N.A. and PNC Bank, N.A.; however, such services are unrelated to
the Debtor's real property to be listed by CBRE.

CBRE has also had an ongoing business relationship with Hudson
Burnham Development Partners, a potential purchaser of the
Debtor's real estate, with respect to possible land acquisition
deals throughout the Chicago area.  The work CBRE has performed
for Hudson Burnham represents less than .001% of CBRE's annual
revenue.

Prior to the filing of the Debtor's bankruptcy case, CBRE worked
with Hudson Burnham to submit a letter of intent to the Debtor for
the possible purchase of the Debtor's real estate assets.  If
Hudson Burnham was able to acquire the Debtor's real estate assets
pursuant to that letter of intent, CBRE would have been paid a
commission by Hudson Burnham.

As part of CBRE's retention by the Debtor in the bankruptcy case,
CBRE is terminating its agreement to receive any amounts from
Hudson Burnham in connection with the Debtor's real estate.

Accordingly, CBRE is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                     About OHCMC-Oswego, LLC

Naperville, Illinois-based OHCMC-Oswego, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in
Chicago on Feb. 19, 2014, with plans to sell its assets.   Camille
O. Hoffmann signed the petition as president of managing and sole
member.  The Debtor disclosed $92,268 plus an unknown amount in
assets and $56,782,127 in liabilities.  The Hon. Carol A. Doyle
presides over the case.  The Debtor is represented by:

         David C. Gustman,, Esq.
         FREEBORN & PETERS LLP
         311 South Wacker Drive, Suite 3000
         Chicago, IL 60606
         Tel: (312) 360-6000
         Fax: (312) 360-6520

The Debtor is an Illinois limited liability company that was
formed on July 12, 2005 to, inter alia, acquire, develop and sell
a series of real estate developments.  The Debtor is wholly owned
by Oliver-Hoffman Corporation.  The Debtor's principal place of
business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville,
Illinois.

No trustee, examiner or creditors' committee has been appointed in
the case.


PACIFIC VECTOR: OSC Grants Temporary Management Cease Trade Order
-----------------------------------------------------------------
Pacific Vector Holdings Inc. on May 8 disclosed that it has been
granted a Temporary Management Cease Trade Order by its principal
regulator, the Ontario Securities Commission.  As previously
announced on May 1, 2014 an application for an MCTO was made by
the Company in respect of the late filing of its annual financial
statements, accompanying Management Discussion and Analysis and
related CEO and CFO Certifications of such annual filings for the
financial year ended January 5, 2014.

The Temporary MCTO restricts all trading in securities of the
Company, whether direct or indirect, by the Chief Executive
Officer and the Chief Financial Officer of the Company until such
time as the Required Filings have been filed by the Company.  All
other parties are permitted to freely trade the Company's
securities.  The OSC has given notice of a hearing to be held on
May 20, 2014 for the purpose of extending the Temporary MCTO until
the Company has remedied the default and filed the Required
Filings.

As previously announced the Company was not in a position to
timely file the required Filings, primarily as a result of
additional time required to secure financing and, subsequently,
for its auditors to be compensated in order to complete the audit
of the Corporation's financial statements.  The Company's board of
directors and management confirm that they are working
expeditiously with the Company's auditors to meet the Company's
obligations relating to the filing of the Required Filings.  The
Corporation expects to file the Required Filings on or before
June 13, 2014.

The Company confirmed that it intends to satisfy the provisions of
the alternative information guidelines found at sections 4.3 and
4.4 of Policy statement 12-203 respecting Cease Trade Orders for
Continuous Disclosure Defaults, for as long as it remains in
default as a result of the late filing of the Required Filings.
During the period of default, the Corporation will issue default
report status reports as required on each of May 15, May 29 and
June 10 in the form of further press releases, which will also be
filed on SEDAR.  The Corporation confirmed there are no insolvency
proceedings against it at the date of this release.  The
Corporation also confirmed that there is no other material
information concerning the affairs of the Corporation that has not
been generally disclosed as of the date of this press release.

                       About Pacific Vector

Pacific Vector -- http://www.pacificvector.com-- is a premier
action sports retail and consumer brands company.


PARKER BROS: Owners Fail in Bid to Reopen BB&T Suit
---------------------------------------------------
BRANCH BANKING AND TRUST COMPANY, Plaintiff, v. ROBERT J. PARKER;
and JANIS J. PARKER, Defendants, Case No. 6:12-cv-539-Orl-37DAB
(M.D. Fla.), is a breach of contract action seeking to enforce the
terms of a guarantee agreement into which the Defendants had
entered to secure a loan for their corporation, Parker Bros., Inc.
After the Plaintiff obtained a default judgment against the
Defendants as to their liability on the Parker Bros. note, the
Defendants notified the Court that they had filed a joint petition
for a Chapter 11 reorganization.  The Court accordingly stayed
this action pursuant to 11 U.S.C. Sec. 362.

The Defendants now move to reopen the case and set aside the
default judgment.  The Defendants acknowledge that their Chapter
11 proceedings have not yet been resolved.  Nevertheless, they
bring their motion without any indication that the bankruptcy
court has granted them relief from the automatic stay or that the
stay has lapsed.

In a May 5, 2014 Order available at http://is.gd/h9yxsKfrom
Leagle.com, District Judge Roy B. Dalton, Jr., said the
Defendants' motion is due to be denied without prejudice.  "Having
previously confirmed that the automatic stay applies to this case,
the Court cannot now set aside its prior rulings, as any
substantive determinations made while the stay is in place would
be 'void and without effect'. . . .  Defendants will be permitted
to refile their motion after their bankruptcy proceedings have
concluded or after they have otherwise secured from the bankruptcy
court relief from the automatic stay," Judge Dalton said.

Parker Bros., Inc., based in Kissimmee, Florida, filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 13-07781) on June 24, 2013.
Judge Cynthia C. Jackson presides over the case.  Aldo G
Bartolone, Jr., Esq., at Bartolone Legal Group PA, serves as the
Debtor's bankruptcy counsel.  Parker Bros. scheduled assets of
$2,805,804 and liabilities of $1,446,433.  A list of its largest
unsecured creditors, filed together with the petition, is
available for free at http://bankrupt.com/misc/flmb13-7781.pdf
The petition was signed by Robert J. Parker, president.


PEABODY ENERGY: S&P Lowers Corp. Credit Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on St. Louis, Mo.-based Peabody Energy Corp. to
'BB-' from 'BB'.  The outlook is stable.  As a result, S&P lowered
the issue-level ratings on the senior secured debt and senior
unsecured debt to 'BB' (in line with the corporate credit rating)
from 'BB+' and to 'BB-' (one notch below the corporate credit
rating) from 'BB', respectively.

The recovery ratings remain unchanged, with a '2' on the senior
unsecured debt indicating S&P's expectation for a substantial (70%
to 90%) recovery in the event of a payment default, and a '4'
recovery rating on the senior unsecured debt indicating S&P's
expectation for an average (30% to 50%) recovery in the event of a
payment default.

"The stable outlook is based on our assumption that coal prices
have bottomed out and that domestic thermal coal prices should
improve as demand from utilities increases, dropping leverage back
just below 5x in 2015," said Standard & Poor's credit analyst
Chiza B. Vitta.

S&P could lower the rating further if market conditions continue
to deteriorate, causing leverage to rise above S&P's 7x estimate
for 2014 or above its threshold in 2015.  S&P could also lower its
rating if the cushion relating to secured leverage and interest
covenants dropped below 15%, but S&P expects Peabody would be able
to negotiate covenant relief given its view that it has sound
relationships with lenders.

An upgrade is unlikely in the next 12 months given S&P's
expectation for difficult operating conditions in that time frame,
particularly for the company's Australian mining operations.


PETRON ENERGY: Incurs $2.2 Million Net Loss in First Quarter
------------------------------------------------------------
Petron Energy II, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.24 million on $78,326 of oil and gas sales for
the three months ended March 31, 2014, as compared with a net loss
of $383,589 on $106,874 of oil and gas sales for the same period
in 2013.

As of March 31, 2014, the Company had $3.05 million in total
assets, $5.21 million in total liabilities and a $2.16 million
total stockholders' deficit.

As of March 31, 2014, the Company had a working capital deficit of
approximately $4,454,000 as compared to a deficit in working
capital of approximately $4,153,000 at Dec. 31, 2013.

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

                         http://is.gd/3zCo6P

                         About Petron Energy

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.

KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.


POLYPORE INTERNATIONAL: Moody's Withdraws B1 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service announced that it has withdrawn the
ratings for Polypore International, Inc. (Polypore) following the
company's announcement that it has completed the redemption of its
$365 million 7.5% senior notes due 2017. Following the completion
of this redemption, Moody's no long rates any of the company's
debt.

On April 8, 2014 the Polypore refinanced its senior secured credit
facilities (approximately $281 million outstanding balance on its
term loan as of December 28, 2013) with new senior secured credit
facilities, comprised of a $150 million revolver and $500 million
term loan maturing on April 8, 2019. The company also announced at
that time that it would use borrowings under the new facilities
and cash on hand to redeem its $365 million 7.5% senior notes due
2017, resulting in a lower overall level of debt and interest
costs. Cash on hand at December 28, 2013 was $163.4 million.

Ratings withdrawn:

B1, Corporate Family Rating;

B1-PD, Probability of Default Rating;

B3 (LGD5, 76%), $365 million 7.5% senior notes due 2017;

SGL-2, Speculative Grade Liquidity Rating;

Stable rating outlook

The new senior secured credit facilities are not rated by Moody's.

Ratings Rationale

Polypore International, Inc., headquartered in Charlotte, NC, is a
manufacturer and marketer of highly-engineered porous membranes
used in separation and filtration products. For the fiscal year
ended December 28, 2013, the company had approximately $636
million in revenue.


PORTER BANCORP: Files Form 10-Q, Incurs $976,000 Loss in Q1
-----------------------------------------------------------
Porter Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $976,000 on $9.89 million
of interest income for the three months ended March 31, 2014, as
compared with a net loss attributable to common shareholders of
$524,000 on $11.25 million of interest income for the same period
during the prior year.

The Company's balance sheet at March 31, 2014, showed $1.06
billion in total assets, $1.02 billion in total liabilities and
$36.33 million in total stockholders' equity.

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

                        http://is.gd/oh5f81

                        About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp incurred a net loss attributable to common
shareholders of $3.39 million in 2013, a net loss attributable to
common shareholders of $33.43 million in 2012 and a net loss
attributable to common shareholders of $105.15 million in 2011.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred substantial losses in 2013, 2012 and
2011, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional losses or the continued inability to
comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern.


QUALITY DISTRIBUTION: Files Form 10-Q, Posts $3.1MM Income in Q1
----------------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $3.07 million on $234.48 million of total operating
revenues for the three months ended March 31, 2014, as compared
with net income of $9.14 million on $229.42 million of total
operating revenues for the same period last year.

As of March 31, 2014, the Company had $443.15 million in total
assets, $494.39 million in total liabilities and a $51.24 million
total shareholders' deficit.

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

                        http://is.gd/S58AjN

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported a net loss of $42.03 million on
$929.81 million of total operating revenues for the year ended
Dec. 31, 2013, as compared with net income of $50.07 million on
$842.11 million of total operating revenues in 2012.

                         Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $383.3 million as of
Dec. 31, 2013.  The Company must make regular payments under the
ABL Facility, including the $17.5 million senior secured term loan
facility that was fully funded on July 15, 2013, and the Company's
capital leases and semi-annual interest payments under its 2018
Notes.

"The ABL Facility matures August 2016.  Obligations under the Term
Loan mature on June 14, 2016 or the earlier date on which the ABL
Facility terminates.  The maturity date of the ABL Facility,
including the Term Loan, may be accelerated if we default on our
obligations.  If the maturity of the ABL Facility and/or such
other debt is accelerated, we may not have sufficient cash on hand
to repay the ABL Facility and/or such other debt or be able to
refinance the ABL Facility and/or such other debt on acceptable
terms, or at all.  The failure to repay or refinance the ABL
Facility and/or such other debt at maturity would have a material
adverse effect on our business and financial condition, would
cause substantial liquidity problems and may result in the
bankruptcy of us and/or our subsidiaries.  Any actual or potential
bankruptcy or liquidity crisis may materially harm our
relationships with our customers, suppliers and independent
affiliates," the Company said in the Annual Report for the year
ended Dec. 31, 2013.

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


QUANTUM CORP: Incurs $14.4 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Quantum Corp reported a net loss of $14.40 million on $127.96
million of total revenue for the three months ended March 31,
2014, as compared with a net loss of $15.15 million on $139.92
million of total revenue for the same period in 2013.

For the 12 months ended March 31, 2014, the Company reported a net
loss of $21.47 million on $553.16 million of total revenue as
compared with a net loss of $52.17 million on $587.43 million of
total revenue for the same period during the prior year.

As of March 31, 2014, the Company had $362.26 million in total
assets, $449.66 million in total liabilities and a $87.40 million
stockholders' deficit.

"We're very pleased with our progress over the past year -
financially, operationally and strategically," said Jon Gacek,
president and CEO at Quantum.  "We reduced our cost structure and
achieved our goal of significantly improving bottom line results
and increasing cash flow.  We also took a number of actions that
successfully drove greater operational and sales effectiveness,
including aligning our engineering and product groups to better
leverage cross-company strengths and refining our sales model to
create greater focus in both key verticals and the broader storage
market.  Lastly, we enhanced our strategic position and value to
customers, introducing a range of new offerings, including: our
StorNext 5 platform and related appliances for high-performance,
scale-out content storage and collaboration; DXi deduplication and
vmPROTM backup software products for virtual environments; and a
Lattus object storage solution data center customers can deploy as
a highly scalable, self-healing and self-protecting nearline disk
tier - onsite or as the foundation for a private cloud."

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

                        http://is.gd/LsPiqt

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.


QUICKSILVER RESOURCES: Eli Weinberg Holds 10.6% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Eli J. Weinberg and his affiliates disclosed
that as of May 6, 2014, they beneficially owned 18,785,154 shares
of common stock of Quicksilver Resources Inc. representing 10.6
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/wbPsjg

                          About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

Quicksilver Resources reported net income of $161.61 million on
$561.56 million of total revenue for the year ended Dec. 31, 2013,
as compared with a net loss of $2.35 billion on $709.03 million of
total revenue during the prior year.  As of March 31, 2014, the
Company had $1.25 billion in total assets, $2.33 billion in total
liabilities and a $1.07 billion total stockholders' deficit.


                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


QUICKSILVER RESOURCES: Eli Weinberg Holds 9.9% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Eli J. Weinberg and his affiliates disclosed
that as of May 8, 2014, they beneficially owned 17,635,154 shares
of common stock of Quicksilver Resources Inc. representing 9.95
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/yXTQXJ

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

Quicksilver Resources reported net income of $161.61 million on
$561.56 million of total revenue for the year ended Dec. 31, 2013,
as compared with a net loss of $2.35 billion on $709.03 million of
total revenue during the prior year.  As of March 31, 2014, the
Company had $1.25 billion in total assets, $2.33 billion in total
liabilities and a $1.07 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


QUIZNOS: Bankruptcy Judge Confirms Prepackaged Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
on May 12 the Amended Joint Prepackaged Chapter 11 Plan of
Reorganization of QCE Finance, LLC, and its debtor affiliates,
after determining that the Plan satisfies confirmation
requirements laid out under the Bankruptcy Code.

The Court's order paves the way for the Quiznos chain to exit
bankruptcy in about 10 or so weeks since filing for Chapter 11.

Quiznos filed the Amended Plan on May 18.

A copy of the Court's order is available at

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

According to Joseph Checkler, writing for The Wall Street Journal,
Judge Peter Walsh of U.S. Bankruptcy Court in Wilmington, Del.,
approved the proposal in fewer than 20 minutes.  Quiznos filed for
a "prepackaged" Chapter 11 bankruptcy in March after cutting a
deal with senior lenders, including Oaktree Capital Management,
LP, to swap $444 million in senior debt for $200 million in new
debt and a 70% stake in the restructured Quiznos, the Journal
related.  The Plan cuts Quiznos's debt by about two-thirds to $400
million, the Journal noted.

The Journal, citing a news release, related that Quiznos Chief
Executive Stuart K. Mathis called the approval an "important
milestone" in the case "We thank our senior lenders, as well as
the committee representing our general unsecured creditors and
their advisors, who worked with us constructively to position us
to complete our financial restructuring in an expedited manner,"
Mr. Mathis said.

Law360 reported that a group of former executives for Quiznos
sandwich chain owner QCE Finance LLC fought the company's Chapter
11 plan, objecting that it includes illegal debtor plans to sue
them over claims that they had deceptively lured investors during
a previous restructuring.

According to Law360, the executives filed an objection to the
QCE's disclosure statement and reorganization plan, saying they
left before or upon closing an out-of-court restructuring deal in
2012. As part of the deal, they gave up equity and contractual
benefits and received a covenant not to sue from debtors Fortress
and Avenue Capital, Law360 said.

However, in a bankruptcy declaration, the debtors announced plans
to sue the ex-executives for alleged fraud and breach of fiduciary
duty to recover money for unsecured investors, the executives
allege, Law360 related.  Stephanie Gleason, writing for Daily
Bankruptcy Review, reported that the group of former Quiznos
executives said that the sandwich chain's Chapter 11 bankruptcy-
exit plan -- which contemplates a lawsuit against them, brought by
owners Avenue Capital and Fortress -- fails to mention that
Quiznos's 2012 restructuring cleared the top brass of liability.

"[The] debtors seek approval of their disclosure statement and to
cram down on former manager creditors a Chapter 11 plan that
violates important statutory mandates," the executives said in the
objection, the DBR report related.

QCE's Chapter 11 plan aims to slash its more than $600 million in
debt by about two-thirds and includes an option for second-lien
and unsecured creditors to get either equity in the sandwich
company or a portion of proceeds from the lawsuit planned against
the former brass, the DBR report added.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Quiznos also got final approval for $15 million in
financing to carry the franchisor of 2,100 sandwich stores until
the scheduled May 12 confirmation hearing.  Quiznos also got court
approval for a settlement with a dozen franchisees who didn't
participate in a prior class lawsuit, the Bloomberg report said.

The Delaware bankruptcy judge, according to Law360, signed off on
a deal between the company that owns sandwich chain Quiznos and a
dozen franchisees suing the company in Colorado, resolving more
than $40 million in total claims and providing for mutual
litigation releases.  Law360 said the relief was one of several
requests by Quiznos' parent, QCE Finance, that Judge Walsh green
lit, including the final approval for the well-known sandwich
chain's $15 million debtor-in-possession loan extended by a group
of first-lien lenders.

At the May 12 hearing, Judge Walsh also entered:

     -- Orders Authorizing the Employment and Retention of
        BDO USA, LLP as Financial Advisor to the Official
        Committee of Unsecured Creditors Nunc Pro Tunc March 26,
        2014.

     -- Orders Authorizing Retention and Employment of Otterbourg
        P.C. as Lead Counsel to the Official Committee of
        Unsecured Creditors Effective as of March 26, 2014.

     -- Orders Authorizing Retention and Employment of Cousins
        Chipman & Brown, LLP as Delaware Counsel to the Official
        Committee of Unsecured Creditors, Nunc Pro Tunc to
        March 26, 2014.

     -- Orders (A) Authorizing the Debtors to Assume a
        Restructuring Support Agreement and (B) Granting Related
        Relief.

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


RADIOSHACK CORP: Unable to Agree With Lenders on Closure Program
----------------------------------------------------------------
RadioShack Corporation previously announced that it was seeking
consent from its lenders under the 2018 Credit Agreement and 2018
Term Loan to pursue a program to close up to 1,100 stores.  The
terms on which the lenders are currently willing to provide this
consent are not acceptable to the Company.  While the Company may
continue to have discussions with its lenders regarding the
proposed store closure program, the Company is continuing with a
plan to close fewer stores and pursuing other cost reduction
measures permitted under the existing terms of the 2018 Credit
Agreement and 2018 Term Loan.

                   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.


RADIOSHACK CORP: Soohyung Kim Reports 9.8% Equity Stake
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Soohyung Kim and his affiliates disclosed that as of
April 29, 2014, they beneficially owned 10,130,928 shares of
common stock of Radioshack Corp. representing 9.8 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/P93ZOo

                   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.


RESTORGENEX CORP: Obtains $13.6 Million From Private Placement
--------------------------------------------------------------
RestorGenex Corporation closed the second round in the aggregate
sum of $13,672,500 of a private placement pursuant to those
certain Subscription Agreements, dated as of May 6, 2014, the
Company entered into with each of the accredited investors.  At
the closing, the Company issued:

    (i) 3,418,125 shares of the Company's common stock; and

   (ii) warrants to purchase a total of 1,025,438 shares of Common
        Stock.

The purchasers of Common Stock received warrants to purchase three
shares of Common Stock for every ten shares of Common Stock those
Investors purchased in the Private Placement.  The purchase price
of each share of Common Stock was $4.00.  The aggregate purchase
price of the securities sold in the Private Placement was
$13,672,500.  In connection with the Private Placement, the
Company paid to Maxim Group LLC commissions of $1,367,250.
Additionally, the Company issued to the Placement Agent Warrants
to purchase 341,813 shares of Common Stock.

Additional information is available for free at:

                        http://is.gd/cvvdf7

                         About Restorgenex

RestorGenex, formerly known as Stratus Media, is a
biopharmaceutical company with an initial focus on dermatology,
ocular diseases and women's health.

As reported by the TCR on Dec. 2, 2013, Stratus Media completed
its merger with Canterbury Acquisition LLC and Hygeia
Therapeutics, Inc.  Effective Nov. 18, 2013, Canterbury and Hygeia
became wholly owned subsidiaries of the
Company.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $3.23 million in total assets, $9.57
million in total liabilities, all current, and a $6.33 million
total shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


REVOLUTION DAIRY: Case Closed; Affiliate Bliss Dairy's Still Open
-----------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier, on April 15, 2014, entered a
final decree closing the Chapter 11 cases of Debtors Revolution
Dairy, LLC, and Highline Dairy, LLC.

The Court determined that the estates of Revolution Dairy and
Highline Dairy are fully administered.

The Court further ordered that the case of Robert and Judith Bliss
doing business as Bliss Dairy will not be closed at this time, and
all subsequent filings in that case will be made in case no. 13-
20772.

As reported in the Troubled Company Reporter on April 2, 2014,
Bliss Dairy, as successor in interest to Revolution Dairy and
Highline Dairy, chapter 11 debtors, sought final decrees in their
respective cases and for the cases to be closed.  Bliss Dairy
related that the Debtors' joint plan was confirmed on Oct. 31,
2013, and that all payments required by the plan have been paid,
except for fees owed to the U.S. Trustee due to a dispute, which
will be resolved  prior to a hearing or be presented for the Court
to resolve at the hearing.

Bliss Dairy also explained that the adversary proceeding brought
by WesternAg Credit, PCA against the debtors and others has been
resolved and a motion for approval of a settlement of all issues
in that lawsuit has been filed.

Bliss Dairy is represented by:

     Michael N. Zundel, Esq.
     Adam S. Affleck, Esq.
     T. Edward Cundick, Esq.
     PRINCE YEATES & GELDZAHLER
     15 W. South Temple, Ste 1700
     Salt Lake City, UT 84101
     Tel: 801-524-1000

                     About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Michael N. Zundel, Esq.,
Adam S. Affleck, Esq., and T. Edward Cundick, Esq., at Prince,
Yeates & Geldzahler.  Highline Dairy, LLC, is represented by
George B. Hoffman, Esq., at Parsons Kinghorn & Harris.  Robert and
Judith Bliss are represented by David T. Berry, Esq., at Berry &
Tripp P.C.

The Debtors' cases are jointly administered under Case No.
13-20770.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee tapped Snell and Wilmer
L.L.P. as its counsel.  Berkeley Research Group LLC serves as the
panel's financial advisor.

Judge R. Kimball Mosier entered on Nov. 1, 2013, an order
confirming the Joint Chapter 11 Plan of Revolution Dairy et al.
The effective date of the Plan was deemed to be Oct. 31, 2013.
The Plan contemplates the formation of Bliss LLC.  On or before
the Effective Date, Robert E. Bliss, Timothy S. Bliss, Michael
Bliss, and Justin Bliss would organize Bliss LLC into which
Revolution Dairy, LLC and Highline Dairy, LLC will merge.  All
Bliss Dairy Assets and all assets of Revolution and Highline will
be transferred and assigned free and clear of liens, claims, and
interests, to Bliss LLC on the Effective Date.  These transfers
will be effected by merger of Revolution and Highline into Bliss
LLC or by appropriate transfer documents.  Bliss LLC will, in
turn, assume the obligation to pay all Bliss Dairy Debts and all
of Revolution's and Highline's debts according to the terms of the
Plan.

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


RIH ACQUISITION: Wins Confirmation of Liquidation Plan
------------------------------------------------------
Chief Judge Gloria M. Burns on April 14, 2014, entered an order
(i) approving, on a final basis, the Disclosure Statement; and
(ii) confirming the Joint Plan of Liquidation of RIH Acquisitions
NJ, LLC and RIH Propco NJ, LLC dated Feb. 28, 2014.

The Court also approved the appointment of Alfred Giuliano of
Giuliano, Miller & Company, LLC as Liquidation Trustee, under the
terms of the Liquidation Trust Agreement.

On April 7, the Debtors filed a Plan supplement containing the
Liquidation Trust Agreement entered into among the Debtors and
Alfred T. Giuliano, in his capacity as principal of Giuliano,
Miller & Company, LLC.  The agreement is being executed to
establish and provide for the administration of the Liquidation
Trust and the liquidation and distribution of Liquidation Trust
Assets as contemplated by the Plan, and to otherwise facilitate
the implementation of the Plan.

A copy of the Liquidation Trust is available for free at:

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

Any and all objections, including the informal objections, to the
confirmation of the Plan that have not been withdrawn or
consensually resolved are overruled.

ACE American Insurance Company and Westchster Fire Insurance
Company, in their limited objection stated that nothing in the
Plan requires the Debtor or the Liquidation Trust to comply with
the continuing contractual obligations of the insured which are
conditions to coverage under the policies.

Prior to the Petition date, the ACE Companies issued a number of
insurance policies to one or more of the Debtors.  The policies
provide coverage on claims made basis for certain claims such as
employer liability claims against the Debtors' officers and
Directors and certain environmental claims.

ACE American is represented by:

         Joseph G. Gibbons, Esq.
         WHITE AND WILLIAMS LLP
         1650 Market street, Suite 1800
         One Liberty Place
         Philadelphia, PA 19103
         Tel: (215) 864-7000

As reported in the Troubled Company Reporter on March 13, 2014,
under the plan of liquidation, unclassified claims including
Allowed Administrative Expense Claims, Professional Compensation
and Reimbursement Claims, Priority Tax Claims and DIP Credit
Agreement Claims will be paid in full in Cash.

The classified claims under the plan are:

     A. Class 1: Miscellaneous Secured Claims will receive at the
        discretion of the Liquidation Trustee from the Plan
        assets: (i) Cash in an amount equal to the lesser of (a)
        the amount of the claim and (b) the value of the Debtors'
        property securing the claim or (ii) the property securing
        the claim.  Class 1 claims are estimated at $0.

     B. Class 2: Priority Non-Tax Claims will receive cash after
        the Effective Date or within 30 days following allowance
        of the Allowed Priority Non-Tax Claim.  Class 2 claims are
        estimated at $0.

     C. Class 3: General Unsecured Claims will receive its Pro
        Rata Share of the Liquidation Trust Assets after the
        Liquidation Trust Assets have been liquidated and after
        all costs and expenses of the Liquidation Trust have been
        paid in full.  Class 3 claims are estimated at
        $8,652,216.13.

     D. Class 4: Equity Interests will be cancelled and
        extinguished.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.

The Sale Proceeds and other cash held by the Debtors will be used
to fund the Reserves and Distributions to be made pursuant to the
Plan.

A copy of the Disclosure Statement is available for free at:

                        http://is.gd/VnfZIe

                      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. Usatine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.
Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York also represents the Debtor.  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.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

Under the Debtors' joint plan of liquidation dated Feb. 28, 2014,
unclassified claims including Allowed Administrative Expense
Claims, Professional Compensation and Reimbursement Claims,
Priority Tax Claims and DIP Credit Agreement Claims will be paid
in full in Cash.

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 ACQUISITION: ACE Electric Drops Bid to Enforce Consent Order
----------------------------------------------------------------
Atlantic City Electric Company notified the Bankruptcy Court that
it has withdrawn its motion to direct RIH Acquisitions NJ, LLC, et
al., to comply with a stipulation and consent order regarding
additional adequate assurance of payment.

On April 8, 2014, ACE requested that the stipulation and consent
order entered Dec. 13, 2013, be enforced to provide ACE with
additional adequate assurance of payment.  ACE related that a
Court order on Dec. 2, 2013, specifically directed the Debtor to
make an immediate payment to ACE in the amount of $167,401.  The
Debtor made the payment.  The subsequent order, dated Dec. 13,
2013, directed the Debtor (and the Debtor agreed) to make an
additional adequate assurance payment to ACE in the amount of
$159,600 that was to be paid in four pro rata payments of $39,900
each on Dec. 20, 2013, Jan. 3, 2014, Jan. 17, and Jan. 31.  The
Debtor paid none of these installments, without explanation to
ACE.  The Debtor is and has been in default under the order
despite repeated demands for payment by ACE.

The Debtor owes ACE for post-petition electric services rendered
through Feb. 3, in the amount of $242,227.

Atlantic City may be reached through:

          Renee E. Suglia
          Pepco Holdings, Inc.
          500 N. Wakefield Dr., 92DC42
          Newark, DE 19702
          Tel: (302) 429-3765
          Fax: (302) 429-3801

               - and -

          William Douglas White, Esq.
          MCCARTHY & WHITE PLLC
          1751 Pinnacle Drive, Suite 1115
          Mclean VA 22102
          Tel: (703) 770-9265

                     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.
         Warren A. Usatine, Esq.
         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         Court Plaza North
         25 Main Street
         P.O. Box 800
         Hackensack, NJ 07602-0800
         Tel: (201) 489-3000
         Fax: (201) 489-1536

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York also represents the Debtor.  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.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

Under the Debtors' joint plan of liquidation dated Feb. 28, 2014,
unclassified claims including Allowed Administrative Expense
Claims, Professional Compensation and Reimbursement Claims,
Priority Tax Claims and DIP Credit Agreement Claims will be paid
in full in Cash.

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 ACQUISITION: Ernst & Young Okayed as Non-Legal OCP
------------------------------------------------------
The Bankruptcy Court authorized RIH Acquisitions NJ, LLC, et al.,
to employ Ernst & Young LLP as a non-legal ordinary course
professional nunc pro tunc to Nov. 6, 2013.

Michael J. Mendoza, a partner at Ernst & Young, tells the Court
that pursuant to the terms and conditions of the Tax Services
Engagement Letter and Tax Advisory Services Statement of Work, the
firm intends to charge the Debtors for the services rendered
pursuant to the Tax Services Engagement Letter and Tax Advisory
Services SOW in the Chapter 11 cases based 65% of its hourly rates
for such services.  Moreover, the total fee under the Tax Advisory
Services SOW will not exceed $50,000, unless Ernst & Young
receives prior approval from the Debtors.

Pursuant to the terms and conditions of the 2013 Business Tax
Preparation SOW, Ernst & Young intends to charge the Debtors
$40,000 for the Services performed thereunder ($20,000 due on Feb.
20, 2014, pursuant to the invoice dated Feb. 7, 2014, and $20,000,
the balance of the fee, plus expenses, due upon the completion of
the returns), provided that Ernst & Young receives all information
necessary for the completion of the returns by Feb. 24, 2014.  If
Ernst & Young receives the required information after such date,
Ernst & Young's fee will be $42,800.

Pursuant to the terms and conditions of the 2014 Business Tax
Preparation SOW, Ernst & Young intends to charge the Debtors
$50,000 for the Services performed thereunder ($25,000 due on Feb.
20, 2014, pursuant to the invoice dated Feb. 7, 2014, and $25,000,
the balance of the fee, plus expenses, due upon the completion of
the returns), provided that Ernst & Young receives all information
necessary for the completion of the returns by Feb. 24, 2014.  If
Ernst & Young receives the required information after such date,
Ernst & Young's fee will be $53,500.

In addition to the fees, the Debtors will reimburse Ernst & Young
for any direct expenses incurred in connection with the firm's
retention in these cases and the performance of the Services set
forth in the Engagement Letters.

Copies of the engagement letters are available for free at
http://bankrupt.com/misc/RIHACe_y_letters.pdf

The Debtors also indicated in court papers they have tapped Piercy
Bowler Taylor & Kern to provide audit services for 401K plan.

                     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. Usatine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.
Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York also represents the Debtor.  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.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

Under the Debtors' joint plan of liquidation dated Feb. 28, 2014,
unclassified claims including Allowed Administrative Expense
Claims, Professional Compensation and Reimbursement Claims,
Priority Tax Claims and DIP Credit Agreement Claims will be paid
in full in Cash.

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.


ROBERT MARC EDELMAN: Drexel Highlander Wins Favorable Judgment
--------------------------------------------------------------
Bankruptcy Judge Barbara J. Houser ruled that Drexel Highlander
Limited Partnership is entitled to judgment against Robert Marc
Edelman on the following claims and in the following amounts, to
the extent not duplicative of each other, as DHLP is entitled to
only a single recovery:

     (1) trespass with actual damages of $302,400 and exemplary
         damages of $75,000;

     (2) breach of fiduciary duty for (i) occupying Unit 2F for
         56 months, rent free, with actual damages of $302,400
         and exemplary damages of $150,000, (ii) for causing
         illegal commissions to be paid to Edelman's wife, Diana,
         on the sale of Drexel Highlander condominium units with
         actual damages of $462,604.50 and exemplary damages of
         $250,000, and (iii) actions related to his handling of
         the Disputed Draws with actual damages of $2,475,605.65
         and exemplary damages of $1,000,000;

     (3) violation of the Texas Theft Liability Act with actual
         damages of $2,475,605.65, statutory damages of $1,000,
         and exemplary damages of $1,000,000; and

     (4) fraud by nondisclosure with actual damages of
         $462,604.50 and exemplary damages of $250,000.

DREXEL HIGHLANDER LIMITED PARTNERSHIP, DGP, LLC, and R. GLENN
WIGGINS, PLAINTIFFS, v. ROBERT MARC EDELMAN AND DIANA EDELMAN,
DEFENDANTS, Adv. Proc. No. 13-03078-BJH, Consolidated with Adv.
Proc. No. 13-03126-BJH (Bankr. N.D. Tex.), arises from the
prepetition business relationship between R. Glenn Wiggins, and
Mr. Edelman, both of whom owned and/or managed various companies
that collectively planned, constructed, operated, and ultimately
leased or sold multi-family housing units.  The business entities
relevant to the adversary proceeding are Drexel Highlander Limited
Partnership, who owned the condominium complex at issue; DGP, LLC,
who was DHLP's general partner; and non-party Drexel Development
Company, LLC, who served as a construction management company for
the condominium project.  Wiggins, who had no significant prior
real estate experience, provided financial support and personal
guarantees to the project, while Edelman, who had prior real
estate experience, managed the project on a day-to-day basis.

The parties' business relationship began to materially deteriorate
in the fall of 2010 when Wiggins learned of allegations of
improper dealings against Edelman in relation to a project that
was separate from the Drexel Highlander and subject to a different
ownership structure.  Wiggins inquired whether it was true that
Edelman had put up several hundred thousand dollars to settle the
allegations, which struck Wiggins as contrary to Edelman's alleged
prior statements that he had no money. In relation to this
conversation, Edelman disclosed that approximately $400,000 had
been transferred from DDC, a company Edelman jointly owned with
Wiggins, to the separate project to satisfy real estate taxes.
When Edelman inquired whether that amount would be repaid to DDC,
Edelman answered no, the other project had no ability to repay
DDC.  Wiggins then retained counsel and took steps to remove
Edelman from his position of control over the companies.

DHLP, DGP, and Wiggins filed suit against Edelman and his wife
Diana 3 on May 10, 2011 in the District Court of Dallas County,
Texas 162nd Judicial District, commencing Case No. DC-411-00769-1.
The Plaintiffs, either individually or collectively, asserted
various state-law claims against Edelman, including: (1) trespass,
(2) breach of fiduciary duty, (3) violation of the Texas Theft
Liability Act, (4) common law fraud, (5) fraud by nondisclosure,
(6) breach of contract, and (7) conversion.  The Plaintiffs also
sought to recover exemplary damages on their claims, as well as
reasonable attorneys' fees and costs.

Shortly before the commencement of trial on the State Court
Lawsuit, Edelman filed for protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 13-31182) on March 4,
2013.

The Plaintiffs then removed the State Court Lawsuit to the U.S.
District Court for the Northern District of Texas, which referred
it to the Bankruptcy Court pursuant to the Standing Order of
Reference.

The Court held a trial in this consolidated adversary proceeding
on March 10-11, 2014.  At the conclusion of the trial, the Court
directed briefing on several issues raised at trial. The last of
the post-trial briefs was submitted on March 24, following which
the Court took the matter under advisement.

A copy of the Court's May 6, 2014 Memorandum Opinion is available
at http://is.gd/0VdJLefrom Leagle.com.


SAN BERNARDINO, CA: Continues Fight Against CalPers
---------------------------------------------------
Rick Lyman and Mary Williams Walsh, writing for The New York
Times, reported that when San Bernardino took the unprecedented
step in 2012 of stopping its required pension contributions --
arguing that it could not otherwise make payroll -- other
financially stressed California cities took notice: Could San
Bernardino defy Calpers, the powerful agency that administers the
state's huge pension system?

The resistance ended last year when the city resumed its payments,
the report said. But now, NY Times continued, San Bernardino is in
another fight with Calpers that could embolden other
municipalities seeking relief from crippling payments to the
nation's largest public pension system.

"We are under the microscope, no question about it," said Carey
Davis, 61, the mayor, the report cited.  "San Bernardino took a
different approach in bankruptcy as related to pensions, and
everybody is waiting to see how it comes out."

At issue is the $17 million in back payments and penalties that
San Bernardino failed to make between declaring bankruptcy in
August 2012 and resuming payments in July, the report added.
Calpers has maintained that it is owed in full. But now in
bankruptcy negotiations, the city is hoping to pay only a fraction
of that, arguing that the city's creditors must all share in the
bankruptcy pain. The amount may be small, given the system's
assets, but if San Bernardino gets a reduction, the precedent
could be huge, opening the door to other struggling municipalities
using bankruptcy law to justify delaying or withholding payments
to the pension system.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SEARS HOLDINGS: Stockholders Elect Seven Directors
--------------------------------------------------
Sears Holdings Corporation held its annual meeting of stockholders
at the Company's offices in Hoffman Estates, Illinois, on May 6,
2014, at which the stockholders:

   (1) elected Cesar L. Alvarez, Paul G. DePodesta, William C.
       Kunkler, III, Edward S. Lampert, Steven T. Mnuchin, Ann N.
       Reese and Thomas J. Tisch to the Board of Directors for a
       one-year term expiring at the 2015 annual meeting of
       stockholders and until their successors are elected and
       qualified;

   (2) approved, by an advisory vote, the compensation of the
       named executive officers;

   (3) ratified the Audit Committee's appointment of Deloitte &
       Touche LLP as the Company's independent registered public
       accounting firm for 2014; and

   (4) did not approve the stockholder proposal concerning annual
       reporting on environmental goals and sustainability policy.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Feb.1, 2013, the Company had $18.26 billion in total
assets, $16.07 billion in total liabilities and $2.18 billion in
total equity.

                            *    *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.


SI ORGANIZATION: Moody's Assigns B3 CFR; Outlook Revised to Neg.
----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of The SI
Organization, Inc. ("The SI") to negative from stable and affirmed
the B3 Corporate Family Rating. Concurrently, Ba3 ratings have
been assigned to a planned first lien $450 million bank facility
and a B3 rating has been assigned to a planned $140 million second
lien term loan facility. Debt proceeds will refinance the
company's existing bank debt and fund the pending $165 million
QinetiQ North America Services and Solutions Group ("QNA SSG")
acquisition. The negative rating outlook considers significant
downside risk owing to high financial leverage pro forma for the
transaction, a difficult government services operating environment
and The SI's historically modest cash flow generation which
tempers the forward view. Yet the B3 CFR has been affirmed because
the contemplated facilities-- with low annual amortization
scheduled and covenant light terms -- should limit near-term
default risk and preserve financial flexibility. If The SI can
successfully integrate the two similarly sized businesses, cash
flow potential could meaningfully rise from revenue and cost
synergies.

Ratings:

Corporate Family, affirmed at B3

Probability of Default, affirmed at B3-PD

$50 million first lien revolver due 2019, assigned at Ba3, LGD2,
20%

$350 million first lien term loan due 2019, assigned at Ba3, LGD2,
20%

$50 million first lien delayed draw term loan due 2019, assigned
at Ba3, LGD2, 20%

$140 million second lien term loan due 2020, assigned at B3, LGD4,
55%

$40 million first lien revolver due 2015, affirmed at B1, LGD2,
25% (to be withdrawn at transaction close)

$345 million first lien term loan due 2016, affirmed at B1, LGD2,
25% (to be withdrawn at transaction close)

Rating Outlook:

To Negative from Stable

Ratings Rationale

The negative rating outlook considers an elevated risk of
downgrade if high financial leverage, pro forma for the debt
funded acquisition, does not materially decline near-term. Yet the
prospect of lower leverage seems challenged as an extensive
operational restructuring lies ahead and The SI's historical free
cash flow generation may continue at a modest level. Moody's
estimates debt/EBITDA pro forma for the transaction of 7x-8x-- a
range that depends on both the degree of unusual and restructuring
charges added back, and business combination synergies assumed.
Since 2011 QNA SSG's revenues have been declining at about 12%
annually and operating margins have been low. Overhead cost
actions planned should quickly help raise operating margin and may
help make QNA SSG's future bids more price competitive, but high
execution risk will exist. The SI has not before undertaken a
transformational acquisition, let alone one of a business that is
significantly contracting. Since the 2010 LBO The SI has realized
an annual free cash flow to debt metric of 2%-3%, modest among
highly leveraged, asset-light defense contractors.

Attaining revenue traction, particularly at QNA SSG, will be key
to better credit metrics but the external business environment for
federal services contractors has been softening. Federal
procurement reforms have made the government's services
procurements more competitive and agencies remain highly focused
on continued discipline. The tighter procurement environment
presents a complicating factor for the earnings outlook. Long
acquisition cycle times and a trend toward competitively priced
multiple award contract vehicles under which task awards of short
duration are frequently bid, will sustain competitive intensity.
If not legislated away, sequestration budgetary caps in the
government's FY2016 will add pressure.

The affirmed B3 CFR nonetheless recognizes potentially better
earnings and cash flow metrics from the business combination. QNA
SSG's customer relationships and presence across a number of
equipment-related programs could help The SI establish
credentials, well regarded within the intelligence community, in
civilian and military agencies. The broader direct labor
qualifications of the combined business could enable contract
positions that neither business could have achieved independently.
At present The SI possesses few task award opportunities under
larger, indefinite delivery, indefinite quantity (IDIQ) vehicles,
something that will emerge from the transaction. With federal
procurement reforms, The SI's narrow market focus has limited
bidding opportunities as larger contractors have started to bid
more broadly, a constraint for the rating. The rating affirmation
does recognize that The SI has demonstrated noteworthy contract
re-compete and award fee statistics, and that the company's
revenue declines have been less pronounced of late versus services
contractors with similar intelligence community focus.

Expectation of adequate liquidity also supports the CFR. The first
lien bank facility will feature a covenant light structure whereby
a financial maintenance test will only apply if the revolver
utilization rises above a set threshold; the second lien facility
will not feature a maintenance covenant. If the company can
maintain a free cash flow generative operating position with low
working capital swings, risk of covenant breach should remain low,
giving flexibility to execute the integration, grow earnings and
prepay term loan borrowings.

The Ba3 rating assigned to the planned first lien bank credit
facility, three notches above the CFR, reflects the presence of
$140 million of second lien and $175 million of subordinated debt.
In a stress scenario, these junior claims would absorb much loss,
benefiting recovery of first lien claims. The B3 rating assigned
to the planned second lien facility reflect the subordinated debt
presence. Absent other changes to the capital structure, full
funding of the delayed draw term loan to cover contingent earn-out
payments on QNA SSG, would not likely disturb the first lien's
three-notch rating uplift.

The ratings could be downgraded with debt/EBITDA continuing above
7x in 2015, low or just break even free cash flow, or a weakening
liquidity profile. Stabilization of the rating outlook would
follow expectation of debt/EBITDA sustained below 7x, FCF/debt in
the low single digit percentage range and an adequate liquidity
profile. Although not currently envisioned, the ratings could be
upgraded with debt/EBITDA of 6x or less, rising backlog, and
FCF/debt in the high single digit percentage range.

The SI Organization, Inc. ("The SI") provides advanced systems
engineering and integration ("SE&I") services to U.S. government
intelligence agencies as well as related modeling, simulation,
analysis and risk mitigation services. Revenues over 2013 were
about $650 million. The company is majority-owned by entities of
Veritas Capital.


SIMPLY WHEELZ: $100 Million in Auto Loans Approved
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Advantage Rent A Car has won final approval for $100
million in secured financing allowing the delivery of 4,760 new
cars by June.

As reported by The Troubled Company Reporter, the Debtors sought
authority from the U.S. Bankruptcy Court for the Southern District
of Mississippi to enter into a postpetition lease and credit
facility with Westlake Services LLC and The Catalyst Capital
Group, Inc., to be serviced by HFC Acceptance, LLC, in an
aggregate principal amount of $100 million.

The Debtor has ordered and expects delivery during the next three
months of approximately 4,760 vehicles, plus orders to be placed,
for which the financing from the DIP transaction is needed.  The
Debtor says there exists an immediate need for credit to finance
the vehicles under the DIP transaction.  The DIP transaction will
allow the Debtor, among other things, to acquire replacement fleet
as it transitions out of the Hertz-leased vehicles the Debtor
presently is leasing.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SINCLAIR BROADCAST: Posts $27.6-Mil. Net Income in First Quarter
----------------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of $27.65
million on $412.64 million of total revenues for the three months
ended March 31, 2014, as compared with net income of $16.87
million on $282.61 million of total revenues for the same period
in 2013.

"There were many positives in the first quarter that reflect our
solid underlying fundamentals, despite the slower than usual start
to the year due to the impact of the severe and frigid weather in
many of our markets," commented David Smith, president and CEO of
Sinclair.  "The first quarter benefited from incremental Super
Bowl, Olympic and retransmission consent fee revenues, while
political revenues exceeded expectations.  We also benefited from
lower television operating expenses across many of our stations.
Our main focus now is on closing the Allbritton station
acquisition and lobbying to reform broadcast ownership regulatory
inequality."

"As we look to the remainder of the year, early indications are
that the political season could heat up more than we originally
anticipated," commented David Amy, executive vice president and
chief operating officer.  "The automotive industry also appears to
be redeploying advertising budgets that they reduced as a result
of the bad weather that impacted much of the country in the first
quarter.  Although we are seeing some weakness in FOX prime-time,
CBS ratings remain strong and NBC ratings are improving.  For the
upcoming Fall season, we have added major syndicated programs to
many station line-ups, adding more strength to those stations."

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

                       http://is.gd/DSpSOw

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/DxY3Q1

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22 percent of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

Sinclair Broadcast reported net income of $75.81 million in 2013,
as compared with net income of $144.95 million in 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SKYLINE MANOR: Files for Chapter 11 in Omaha
--------------------------------------------
Skyline Manor, Inc., filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Neb. Case No. 14-80934) in its hometown in
Omaha, Nebraska, on May 8, 2014.

Skyline Manor operates a retirement community in Omaha.  The
facility offers apartments, assisted-living units, skilled nursing
beds and hospice care, according to a Bloomberg News report.

The company estimated $10 million to $50 million in assets and
debt.  According to the docket, the schedules of assets and
liabilities are due May 22, 2014.

The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
June 11, 2014.  The Chapter 11 plan and disclosure statement are
due Sept. 5, 2014.  The deadline to file proofs of claims is Sept.
9, 2014.

The case is assigned to Chief Judge Thomas L. Saladino.

Patrick Raymond Turner, Esq., at Stinson Leonard Street LLP, in
Omaha, Nebraska, serves as counsel.


SKYLINE MANOR: Section 341(a) Meeting Set on June 11
----------------------------------------------------
A meeting of creditors in the bankruptcy case of Skyline Manor,
Inc., is scheduled for June 11, 2014, at 11:00 a.m. at Omaha's 341
Meeting Room.  Creditors have until Sept. 9, 2014, to submit their
proofs of claim.

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

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

Skyline Manor, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Neb. Case No. 14-80934 ) on May 8, 2014.  The petition
was signed by John W. Bartle as chief restructuring officer.
The Debtor estimated assets of at least $10 million and
liabilities of between $10 million to $50 million.  Judge
Thomas L. Saladino presides over the case.


STANADYNE HOLDINGS: Cancels Registration of Discount Notes
----------------------------------------------------------
Stanadyne Holdings, Inc., filed a Form 15 with the U.S. Securities
and Exchange Commission to terminate the registration of its
12.00 percent senior discount notes due 2015.  There was no more
holder of the Security as of May 7, 2014.

                      About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

Stanadyne Holdings reported a net loss of $8.83 million in 2013,
a net loss of $11.50 million in 2012 and a net loss of $32.50
million in 2011.  As of Dec. 31, 2013, the Company had $374.87
million in total assets, $431.99 million in total liabilities,
$691,000 in redeemable non-controlling interest and a $57.80
million total stockholders' deficit.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that Stanadyne has a significant amount of
outstanding debt maturing in the next twelve months that raises
substantial doubt regarding its ability to continue as a going
concern.

                           *     *     *

As reported by the TCR on June 27, 2013, Moody's Investors Service
downgraded Stanadyne Holdings Inc.'s Corporate Family Rating to
Caa2 from Caa1 to reflect Moody's view that a debt restructuring
is likely in the near-term.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


STELLAR BIOTECHNOLOGIES: Hires Investor Relations Consultant
------------------------------------------------------------
Stellar Biotechnologies, Inc., has retained Stonegate, Inc., to
provide institutional investor outreach and capital markets
advisory for the Company pending regulatory approval.

"Stellar has reached a key point of our business development and
immunotherapy research program where we believe we are well
positioned to increase our institutional outreach efforts.  Our
core business of manufacture and supply of KLH protein continues
to strengthen our position to negotiate alliances with commercial
partners in parallel with their clinical successes.  We continue
to make breakthroughs in aquaculture science and our immunotherapy
program targeting Clostridium difficile ("C. diff") is on track to
deliver data midsummer.  These achievements coupled with our
strong financial position to support our efforts, reinforces my
confidence that we have a compelling story to tell," said Frank
Oakes, president and chief executive officer of Stellar
Biotechnologies.  "Stonegate's team has more than a 40-year track
record of success connecting growth companies with institutional
investors.  Their highly focused approach to deliver effective and
innovative targeting solutions should help expand our
institutional awareness and shareholder base."

Stonegate is a 40-year old research, capital markets advisory and
investment banking boutique dedicated to serving the specialized
needs of small-cap public companies.  Stonegate provides research,
sales and trading, corporate finance, strategic advisory and
investor relations' services to a select group of clients.  They
work with the leading institutional investors in the U.S. and
Europe who are seeking high quality investment opportunities in
the small cap marketplace.

Stonegate will receive a fee of US $5,000 per month for six months
through Sept. 30, 2014, with an optional monthly renewal
thereafter.  The agreement may be cancelled after the initial six-
month term upon 10 days written notice.

                            About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.  The Company incurred a loss and comprehensive loss
of $3.59 million for the year ended Aug. 31, 2011.  The Company's
balance sheet at Nov. 30, 2013, showed $17.44 million in total
assets, $9.03 million in total liabilities and $8.40 million in
total shareholders' equity.


STEREOTAXIS INC: Incurs $4.1 Million Net Loss in First Quarter
--------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.13 million on $8.35 million of total revenue for the three
months ended March 31, 2014, as compared with a net loss of $4.92
million on $8.40 million of total revenue for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $29.83
million in total assets, $45.42 million in total liabilities and a
$15.59 million total stockholders' deficit.

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


                       http://is.gd/6OfZO6

                        About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $68.75 million in 2013,
following a net loss of $9.23 million in 2012.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
net capital deficiency.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


STOCKTON, CA: Trial to Determine Exit From Chapter 9 Commences
--------------------------------------------------------------
Robin Respaut, writing for Reuters, reported that the bankrupt
city of Stockton, California, will face off against a holdout
creditor in a closely watched municipal bankruptcy case pitting
the rights of impaired bondholders against retirees and other
creditors.  According to Reuters, at issue is whether the northern
California city, which filed for Chapter 9 bankruptcy protection
almost two years ago, can effectively wipe out the claims of one
creditor while treating others far more favorably and leaving city
employee pensions untouched.

The main objector to the city's plan of adjustment is the
investment firm Franklin Templeton, whose Franklin High Yield Tax-
Free Income Fund and Franklin California High Yield Municipal Fund
would receive less than a penny on the dollar, Reuters related.
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
Franklin believes the plan is fatally defective because its high-
yield bond funds would receive a "miniscule" payment of $94,000 on
$35 million in debt when other creditors are to be paid 52 percent
to 100 percent over 40 years.  Franklin, Mr. Rochelle said,
contends the plan violates bankruptcy law's good faith requirement
because the city's "massive" pension liability will be paid in
full while it receives "essentially no recovery."

"It's going to be a real, serious, issue-raising trial," Reuters
cited David Tawil, president of Maglan Capital, a hedge fund that
focuses on distressed situations, as saying.

"What we're finding now in municipal bankruptcies is the pensions
-- the obligations which are the most onerous -- don't get
touched," said Tawil, Reuters added.  "The judge is going to have
to say that [Stockton is] not touching the largest debt pool and,
nonetheless, this is still a feasible plan."

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SUN BANCORP: Incurs $1.9 Million Net Loss in First Quarter
----------------------------------------------------------
Sun Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common shareholders of $1.90 million on $24.64
million of total interest income for the three months ended
March 31, 2014, as compared with a net loss available to common
shareholders of $2.45 million on $27.08 million of total interest
income for the same period last year.

The Company's balance sheet at March 31, 2014, showed $3.03
billion in total assets, $2.78 billion in total liabilities and
$248.89 million in total shareholders' equity.

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

                       http://is.gd/er9q77

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey.  Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp reported a net loss available to common shareholders
of $9.94 million in 2013, a net loss available to common
shareholders of $50.49 million in 2012, and a net loss available
to common shareholders of $67.50 million in 2011.


SYMPHONY TELECA: Moody's Assigns 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service has assigned first-time corporate family
and probability of default ratings ("CFR" and "PDR", respectively)
of B2 and B2-PD, respectively, to Symphony Teleca Services, Inc.
(Symphony Teleca). Concurrently, Moody's assigned B2 ratings to
the proposed $10 million senior secured revolving credit facility
due 2019 and $115 million secured term loan due 2019. The rating
outlook is stable.

The proceeds from the financing will be used to fund the
acquisition of Aditi Technologies Private Limited (Aditi) for
about $64 million of initial cash consideration, refinance
existing debt, and provide cash for general corporate purposes.
The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transactions.

Ratings Rationale

The B2 CFR reflects Symphony Teleca's integration challenges with
the Teleca merger (in 2012) and the proposed acquisition of Aditi,
an Indian based outsourced product development company. For the
past 2 and a half years, Symphony Teleca has incurred negative
free cash flow as the company continues to reduce costs following
steep declines of Teleca's handset program revenues. As the
restructuring process has continued into 2014, Moody's believes
that improved profitability (e.g., double digit operating margins)
may take more than one year to materialize, especially without a
track record of execution. For an engineering based business
model, the significant headcount cuts could slow anticipated
revenue growth or weaken service quality, both of which could
weigh on profit margins. In addition, Symphony Teleca will likely
need to re-invest some of the cost savings into faster growth
offerings and end market verticals to support its high revenue
growth targets.

The rating also considers Symphony Teleca's small size and scale
relative to larger and financially stronger information technology
(IT) services providers and lower profitability than its Indian
outsourcing peers. At the same time, the B2 rating is supported by
relatively low leverage, which Moody's projects to be less than
4.5 times adjusted debt to EBITDA in 2015, and good liquidity with
about $40 million of cash upon close of the financing. Symphony
Teleca will also likely benefit from favorable industry dynamics
in which the outsourced R&D engineering segment should outpace the
growth of the overall IT services market of low to mid single
digits over the next year.

The stable outlook reflects Moody's expectation that Symphony
Teleca will generate annual revenue and profit growth of at least
mid single digits through 2015. Moody's also anticipates a free
cash flow to debt ratio in the mid to high single digits. The
stable outlook incorporates Moody's expectation that no
significant dividends will be paid to the owners and no
acquisitions will be made until Teleca and Aditi are largely
integrated.

The ratings could be upgraded if Symphony Teleca were to
demonstrate double digit organic revenue growth, solid
improvements in operating margins over 15%, and free cash flow to
debt in the double digits with adjusted debt to EBITDA maintained
at about 3 times. Downward ratings pressure could arise if
Symphony Teleca's revenue declines, adjusted operating profit
margins dips to the low single digits, or liquidity deteriorates
(e.g., negative free cash flow; cash balance falls below $20
million).

The following first-time ratings/assessments were assigned:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

Senior Secured Revolving Credit Facility -- B2 (LGD3, 44%)

Senior Secured Term Loan -- B2 (LGD3, 44%)

With projected annual revenues nearing $400 million, Symphony
Teleca is a global outsourced provider of R&D engineering services
and software solutions. The company is majority owned by the
Symphony Technology Group.


TEXAS COMPETITIVE: S&P Assigns 'BB+' Rating to $4.475BB Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its point-in-
time 'BB+' rating to Texas Competitive Electric Holdings Co. LLC's
(TCEH) $4.475 billion DIP credit facility due May 2016.  The DIP
facilities that TCEH has requested court approval of consists of
a $1.95 billion revolving credit facility; a $1.425 billion
nonamortizing term loan, $800 million of which is available to
cash collateralize letters of credit; and a $1.1 billion delayed
draw term loan.

Currently, the U.S. Bankruptcy Court has only approved $800
million of revolving capacity, $800 million of term loan capacity,
all of which can be used to post letters of credit, and $1.1
billion of delayed draw capacity.  S&P's analysis assumes that the
U.S. Bankruptcy Court will permit TCEH to obtain all the DIP
financing it has requested.  This rating only applies to the DIP
facility and does not represent the expected rating on any
successor loan if this DIP facility is converted into exit
financing.

Because the DIP facility rating is a point-in-time rating, it is
effective only for the date of this report, and S&P will not
review, modify, or provide ongoing surveillance of the rating.
The rating is established using our global corporate criteria.

Under this approach, S&P has assessed the credit risk of the DIP
loan by evaluating:

   -- The likelihood a company will be able to successfully
      reorganize and emerge from bankruptcy as a going concern and
      be able to attract sufficient exit financing to fully repay
      the DIP financing at emergence.

   -- This evaluation forms the anchor for the DIP issue rating.

   -- The potential for a company to repay the DIP financing
      through the liquidation of its assets, assuming that it is
      unable to successfully reorganize and emerge from
      bankruptcy.

   -- DIP financing S&P assumes is sufficiently over-
      collateralized to be fully repaid in a liquidation analysis
      may benefit from a one- or two-notch enhancement over the
      anchor score, depending on our estimated level of coverage.

Taken together, a DIP issue rating captures S&P's analytical
assessment of the viability (reorganizabilty) of a company's
business and the amount of the DIP obligation relative to the
company's value--both as a reorganized entity and on a liquidation
basis.

Key elements of our assessment of the company's ability to
reorganize and fully repay the DIP loan at emergence include:

   -- S&P's assessment of TCEH's restructuring needs and
      challenges,

   -- The company's business position and operating outlook,

   -- The adequacy of its liquidity during bankruptcy, and

   -- The extent to which TCEH's going concern value exceeds the
      expected DIP loan exposure.

S&P assumed that the total DIP balance at emergence would be $3.2
billion, reflecting a small unused portion of the revolving credit
facility and term loan.  S&P do not think the company will make
any draws on the $1.1 billion delayed draw facility.  This DIP
exposure represents about 25% of S&P's estimated enterprise value.
Even under a liquidation scenario in which EBITDA is materially
lower and the sale EBITDA multiple is also lower, the coverage of
the maximum DIP exposure would be about 207%.  As such, S&P
applied a two-notch enhancement to its underlying risk assessment
of 'BB-', which results in an overall DIP facility rating of
'BB+'.

This analysis included, among other things, a review of the DIP
facility credit agreement dated May 5, 2014, the Interim Order
issued by the U.S. Bankruptcy Court dated May 2, 2014, and company
cash flow forecasts.  The credit agreement does not allow the
debtors or obligate the lenders to convert the DIP to an exit
financing.


THERAPEUTICSMD INC: Files Form 10-Q, Incurs $9.2MM Net Loss in Q1
-----------------------------------------------------------------
TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $9.18 million on $2.83 million of net revenues for the three
months ended March 31, 2014, as compared with a net loss of $6.37
million on $1.53 million of net revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $53.56
million in total assets, $6.81 million in total liabilities and
$46.75 million in total stockholders' equity.

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

                       http://is.gd/bVIvJ0

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $28.41 million in 2013, a
net loss of $35.12 million in 2012, and a net loss of $12.9
million in 2011.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.


TOP SHELF BRAND: Finalizes Acquisition of Dziaq and Besado
----------------------------------------------------------
Top Shelf Brands Holdings Corp., formerly Team Nation Holdings
Corporation, has completed the acquisition of the Dziaq Liqueur
and Besado Ultra Premium Tequila brands from OTR.  Top Shelf
Brands has also secured the transfer of ownership rights for the
trademarks of Dziaq and Besado through legal filings with the
USPTO.  The original investment of over two million dollars and
the existing goodwill created by the originators of Dziaq and
Besado will be leveraged through the re-launch with exciting
websites and social media activations.

"Dziaq is an innovative calorie reduced liqueur brand that has had
targeted market penetration over the last few years with a strong
underground following with requests from across the country and
overseas.  We have newly formulated additional entry's that will
be added for the re-launch in the next few months.  Check us out
at http://www.dziaq.com,"stated Alonzo Pierce, CEO, Top Shelf
Brands Holdings, Corp.  "Besado is an Ultra Premium Tequila with a
unique propriety blend of exotic herbs in a cherry oak barrel
finish.," continued Pierce.

             Files for Summary Judgment in Florida Court

Top Shelf Brands filed a motion for summary judgment in the case
pending in Florida asking the court that is holding the shares to
agree the certificates were improperly issued and are void.  These
shares have been deposited to the courts registry and the suit was
filed after initially asking Clear Trust Transfer to cancel 1
billion shares and 60 preferred class A shares that were
improperly issued to former directors.  Clear Trust Transfer
initially failed to cancel the shares that were returned requiring
the filing of this suit to protect our shareholders.

"We're fighting for our shareholders due to former directors
creating a new series of stock purely to regain control of the
public entity.  This move didn't add value to the company and was
done explicitly to protect their own interests, not the interests
of the existing shareholders.  As we move closer to cleaning the
company up there are a couple of things that just should not be
allowed," Alonzo Pierce, CEO stated.  "As a steward of this
company, in order to be taken seriously we have to attack our
obstacles head on and not allow anything to get in the way of the
companies shareholders or the companies business plan.  We won't
sit by idly and watch as unscrupulous individuals try to take
advantage of the common shareholder," continued Pierce.

                             About TSB

Top Shelf Brands Holdings incubate, create, markets and supplies
branded alcoholic beverages with an initial offering of Tequila,
Liqueur and Bourbon.  Being a federally licensed importer and
supplier of alcoholic beverages gives us a competitive edge.  Top
Shelf Brands is dedicated to "Incubating and Creating Brands
People Talk About".  Top Shelf Brands is positioned to capitalize
on the $1 trillion spirits industry.  Strong growth in the
industry is anticipated primarily in the premium category.

Team Nation reported net income of $323,051 on $1.08 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with net income of $375,694 on $1.25 million of total
revenue for the same period during the prior year.  The Company's
balance sheet at Sept. 30, 2011, showed $3.04 million in total
assets, $5.57 million in total liabilities, and a $2.52 million
total shareholders' deficit.

As reported by the TCR on April 13, 2011, Kelly & Company, in
Costa Mesa, Calif., said in its report that the Company's
significant debt servicing requirements, its ongoing operating
losses and negative cash flows along with the depressed value of
its common stock gives raise to substantial doubt about the
Company's ability to continue as a going concern.  The Company
has sustained recurring losses and negative cash flows from
operations, at Dec. 31, 2010 it had negative working capital of
$4.2 million, total liabilities of $6.9 million, and a
stockholders' deficit of $3.9 million.  The Company's only
significant source of revenue, and its sole customer, is a related
party.  The Company expects that it will need to raise substantial
additional capital to accomplish its business plan over the next
several years and plans to generate the additional cash needed
through the sale of its common stock that currently has a
depressed value.  The Company's most significant asset is a group
of eight non-current notes receivable - related party issued by
the Company's directors, amounting to $2.2 million at Dec. 31,
2010 (representing 73% of total assets).


TOYS R US: Bank Debt Trades at 15% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 85.07 cents-on-the-
dollar during the week ended Friday, April 11, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 3.18
percentage points from the previous week, The Journal relates.
Toys R Us pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 17, 2016 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TRANSGENOMIC INC: Incurs $4.2 Million Net Loss in First Quarter
---------------------------------------------------------------
Transgenomic, Inc., reported a net loss of $4.17 million on $6.25
million of net sales for the three months ended March 31, 2014, as
compared with a net loss of $3.58 million on $7.37 million of net
sales for the same period last year.

As of March 31, 2014, the Company had $30.71 million in total
assets, $16.42 million in total liabilities and $14.29 million in
stockholders' equity.

Cash and cash equivalents were $1.7 million as of March 31, 2014,
compared with $1.6 million as of Dec. 31, 2013.

Paul Kinnon, president and chief executive officer of
Transgenomic, commented, "The first quarter included a number of
developments that together are emblematic of our new strategic
direction focused on leveraging our strengths in genomic
technology, testing and tools to advance personalized medicine.
Most important was the growth quarter over quarter in our core
Laboratory services business, which provides sophisticated genetic
testing and biomarker development services to individuals and
institutions.  This is where we see the best prospects for
substantial, sustained, profitable growth in the near and mid-
term, and this increase in sequential sales is an early but
promising sign that our rebuilding efforts are on track."

Mr. Kinnon added, "We are heading into the remainder of the year
fortified with an infusion of new capital and with the heightened
visibility that will be afforded by our return to the NASDAQ
Capital Market.  We are aware that our strategic transition is
still at an early stage and that excellence in implementation will
be key to our success.  However, we are encouraged at the progress
to date and excited about Transgenomic's many growth
opportunities, especially ICE COLD-PCRTM and its potential to
improve patient outcomes."

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

                        http://is.gd/pxfH4z

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company reported a net loss available to common stockholders
of $16.71 million in 2013 as compared with a net loss available to
common stockholders of $8.98 million in 2012.

As reported by the TCR on Feb. 13, 2013, Transgenomic entered into
a forbearance agreement with Dogwood Pharmaceuticals, Inc., a
wholly owned subsidiary of Forest Laboratories, Inc., and
successor-in-interest to PGxHealth, LLC, with an effective date of
Dec. 31, 2012.


TRAVELPORT HOLDINGS: Incurs $29 Million Net Loss in 1st Quarter
---------------------------------------------------------------
Travelport Limited reported a net loss attributable to the Company
of $29 million on $572 million of net revenue for the three months
ended March 31, 2014, as compared with a net loss attributable to
the Company of $10 million on $548 million of net revenue for the
same period in 2013.

As of March 31, 2014, the Company had $3.18 billion in total
assets, $4.39 billion in total liabilities and a $1.20 billion
total deficit.

Commenting on developments, Gordon Wilson, president and CEO of
Travelport, said:

"As we celebrate the one year anniversary of our merchandising
platform, I am pleased we have further strengthened our air
proposition with the signing of new ground-breaking agreements
with Ryanair and AirAsia, an extended partnership with easyJet,
and over thirty airline agreements for our Rich Content and
Branding functionality.  Through these unrivalled agreements, we
are now uniquely positioned to sell the content of all the world's
top ten airlines.  This milestone builds on our leadership in
global hotel content distribution and augments our strong
financial performance."

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

                         http://is.gd/zohTU2

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/RTNrlu

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss attributable to the Company
of $192 million in 2013, as compared with a net loss attributable
to the Company of $236 million in 2012.

                           *     *     *

As reported by the TCR on March 7, 2014, Standard and Poor's
Rating Services said that it lowered to 'SD' (selective default)
from 'CCC+' its long-term corporate credit ratings on U.S.-based
travel services provider Travelport Holdings Ltd. and its indirect
primary operating subsidiary Travelport LLC (together,
Travelport).  The downgrades follow the completion of Travelport's
debt-to-equity swap of its senior subordinated notes due 2016.


TRIAD GUARANTY: Exclusive Periods Extension Approved
----------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Triad Guaranty's second motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including September 26, 2014 and
November 25, 2014, respectively.

BData related that Triad Guaranty previously said, "Exclusivity
serves several important purposes, embodying the policy that in
most circumstances, a debtor-in-possession is best suited to lead
the plan process, of course with the benefit of fulsome
participation by all case stakeholders. As set forth above, the
further 180-day extension of the Exclusive Periods is warranted
here because, among other things, an extension of the Exclusive
Periods will give the Debtor a reasonable opportunity to complete
the formulation and prosecution of a chapter 11 plan following the
adjudication of the Adversary Proceeding and Trading Motion.
Maintaining exclusivity for the extended period will benefit the
Debtor, its estate, and creditors and stakeholders as a whole. The
Debtor submits that its substantial progress in this case warrants
affording the Debtor a reasonable amount of additional time to
have exclusive plan filing and solicitation rights -- in effect to
finish out the administration of this case in the manner in which
chapter 11 of the Bankruptcy Code is designed. In sum, the
requested extension of the Exclusive Periods will benefit the
Debtor and its estate by providing the Debtor with a full and fair
opportunity to resolve the Adversary Proceeding and formulate and
seek approval of a chapter 11 plan consistent with such
resolution. It is in the best interests of the Debtor, its estate,
and all creditors and stakeholders to obtain an extension of the
Exclusive Periods to ensure that the Debtor is afforded a
reasonable and sufficient time to resolve the litigation regarding
its rights with respect to the tax attributes and solicit,
confirm, and consummate a plan without the costly and counter-
productive prospect of a competing plan. Accordingly, the Debtor
believes that the requested extension is warranted and, indeed,
appropriate under the circumstances."


TRIPLANET PARTNERS: Files for Chapter 11 in White Plains, NY
------------------------------------------------------------
Triplanet Partners LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22643) in White Plains, New York on
May 8, 2014.

Triplanet, also known as Convergence, operates 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.

According to a court filing, the Debtor's financial condition was
precipitated by certain restraining notices which prevented the
Debtor from operating its business.

The purpose of filing the petition is to preserve the assets of
the Debtor for the benefit of creditors and to allow it to
restructure its obligations, while continuing to operate its
business in the ordinary course.

Salaries currently being paid by the Debtor to offices approximate
$167,000 per month.  Estimated income in the next 30 days is
expected to be $0 while total expenses are expected to total
$211,000.

The bankruptcy case is assigned to Judge Robert D. Drain.

The Westchester, New York-based company estimated $10 million to
$50 million in assets and debt.

The Debtor is represented by Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., in New York.

According to the docket, the Debtor's schedules of assets and
liabilities are due May 22, 2014.  The Chapter 11 plan and
disclosure statement are due Sept. 5, 2014.

The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
June 11, 2014.


TRIPLANET PARTNERS: Section 341(a) Meeting Scheduled for June 11
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Triplanet
Partners LLC will be held on June 11, 2014, at 2:00 p.m. at Room
243A, White Plains Courthouse.

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.

Triplanet Partners LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22643) on May 8, 2014.  Sophien
Bennaceur signed the petition as manager.  The Debtor estimated
assets and debts of between $10 million to $50 million.  Arnold
Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck, P.C., serves as the Debtor's counsel.  Judge Robert D.
Drain oversees the case.


TXU CORP: 2014 Bank Debt Trades at 24% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 75.88 cents-on-the-
dollar during the week ended Friday, May 9, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.75
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TXU CORP: 2017 Loan Trades at 24% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 76.33 cents-on-the-dollar during the week
ended Friday, May 2, 2013, an increase of 0.83 percentage points
from the previous week, according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's Caa1 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 210 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Feb. 8, 2013.


UNI-PIXEL INC: Incurs $6.2 Million Net Loss in First Quarter
------------------------------------------------------------
Uni-Pixel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.18 million on $0 of revenue for the three months ended
March 31, 2014, as compared with net income of $947,415 on $5.06
million of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $49.38
million in total assets, $5.50 million in total liabilities and
$43.87 million in total shareholders' equity.

"During the first quarter, UniPixel made good progress toward
overcoming certain challenges necessary to complete the
manufacturing process for our flagship touch screen technology,
particularly as it relates to ink and printing," said Jeff
Hawthorne, recently appointed president and CEO of UniPixel.

"A significant focus of our development effort has now turned to
the critical process of plating the conductive materials on a
roll-to-roll basis," continued Hawthorne.  "Our lab-based single
sensor batch plating process that we have used for proof of
concept, sample units and low volume customer orders has been
robust and with relatively high yields. However, the roll-to-roll
plating process still requires modifications and adjustments to
hardware, geometry and chemistry in order to produce yields at our
target production levels.  To this end, we have teams pursuing
several parallel development paths to improve the roll-to-roll
plating process."

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

                         http://is.gd/Ksywfh

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel reported a net loss of $15.18 million in 2013, a net
loss of $9.01 million in 2012 and a net loss of $8.56 million in
2011.


UNIVERSAL COOPERATIVES: Files Voluntary Ch. 11 Bankruptcy Petition
------------------------------------------------------------------
Universal Cooperatives, Inc. on May 11 disclosed that the Company
and its domestic subsidiaries have filed voluntary Chapter 11
petitions in the United States Bankruptcy Court for the District
of Delaware for the purpose of maximizing value through the sale
of ongoing businesses operated by Bridon Cordage, LLC and Heritage
Trading Company, LLC, as well as sales of the assets of their
other businesses.

Universal has obtained debtor-in-possession financing from Bank of
America, its prepetition lender in connection with the process.
The financing will support operations and enhance continuity for
customers, employees and business partners.  Non-core assets are
expected to be sold in separate transactions.  The operating
debtors expect to continue purchasing goods and services from
suppliers and to pay suppliers in the normal course for all goods
and services delivered on or after the May 11 filings, while
claims for goods and services delivered prior to the filings will
be addressed as a part of the Chapter 11 process.

In conjunction with the filing, Universal filed First-Day Motions
with the Court to ensure the timely payment of employee wages and
benefits, to maintain its operational and cash management
functions, and otherwise complete a smooth transition into
operating under the protections of Chapter 11.

Bridon Cordage -- http://www.bridoncordage.com-- is a leading
manufacturer of polypropylene baler twine and other forage harvest
supplies, with facilities in Minnesota and Idaho.

Heritage Trading Company is a supplier of feed and farm retailers,
carrying animal care, apparel, feed and grain handling equipment,
fencing, gifts and toys, hardware, lawn and garden and livestock
equipment products.

Information about the Chapter 11 cases can be accessed at
http://cases.primeclerk.com/ucoop

                   About Universal Cooperatives

Headquartered in Eagan, Minnesota, Universal Cooperatives, Inc. is
an interregional farm supply cooperative providing manufacturing,
distribution and purchasing services.


UNIVERSAL COOPERATIVES: Case Summary & 30 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     Universal Cooperatives, Inc.              14-11187
        aka Country Mile Animal Health
        aka Pet's Corner
     1300 Corporate Center Curve
     Eagan, MN 55121

     Heritage Trading Company LLC              14-11186

     Bridon Cordage, LLC                       14-11188

     Universal Crop Protection Alliance, LLC   14-11189

     Agrilon Internatinal LLC                  14-11190

     Pavalon, Inc.                             14-11191

Type of Business: An interregional farm supply cooperative
                  providing manufacturing, distribution and
                  purchasing services.

Chapter 11 Petition Date: May 11, 2014

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

Judge: Hon. Mary F. Walrath

Debtors' General
Counsel:            Mark L. Prager, Esq.
                     Michael J. Small, Esq.
                     Emil P. Khatchatourian, Esq.
                     FOLEY & LARDNER LLP
                     321 North Clark Street, Suite 2800
                     Chicago, IL 60654-5313
                     Tel: (312) 832-4500
                     Fax: (312) 832-4700
                     Email: mprager@foley.com
                            msmall@foley.com
                            ekhatchatourian@foley.com

Debtors' Local       Robert S. Brady, Esq.
Counsel:             Travis G. Buchanan, Esq.
                     Andrew L Magaziner, Esq.
                     YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                     Rodney Square, 1000 North King Street
                     Wilmington, DE 19801
                     Tel: 302-571-6600
                     Fax: 302-571-1253
                     Email: bankfilings@ycst.com
                            bankfilings@ycst.com
                            bankfilings@ycst.com

Debtors' Notice,
Claims, Solicitation
and Balloting Agent: PRIME CLERK LLC

Debtors' Financial
Advisor:             THE KEYSTONE GROUP

Universal Cooperatives' Estimated Assets: $1MM to $10MM
Universal Cooperatives' Estimated Debts: $10MM to $50MM

The petitions were signed by Jamie LaRue, CEO of Universal
Cooperatives, Inc.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Nufarm Americas Inc.               Trade Debt        $2,528,693
Michael Pawlik
708-377-1437
708-377-1333 (fax)
11901 S. Austin Avenue
Alsip IL 60803

Jiangsu Good                       Trade Debt        $1,973,826
Harvest Weien
Agrochemical Co Ltd.
John Zhang
(86) 21 622-95090
(86) 513-838-83309 (fax)
Room 1903, ShengGao Int'l
Bldng
No. 137 Xianxia Road
Shanghai, China 200051

Merial Limited                     Trade Debt        $1,412,799
Mike Bounds
706-552-2426
706-552-2482 (fax)
1730 Olympic Drive
Athens, GA 0601

Merck Animal Health                Trade Debt        $1,107,573
Scott Bormann
913-422-6054
913-422-6033 (fax)
35500 W 91 St. Street
De Sot, KS 66018

Zoetis                             Trade Debt        $1,065,712
David Juda
913-232-9726
866-590-0633 (fax)
14127 Parkhill St.
Overland Park, KS 66221

United Hardware Distribution Co.   Trade Debt          $915,360
Julie Moore
763-557-2742
763-557-2799 (fax)
5005 Nathan Lane North
Plymouth, MN 55442

Boehringer Ingelheim               Trade Debt          $863,880
Vetmedica Inc.
Steve Boren
816-236-2701
816-671-4990 (fax)
2621 North Belt Highway
St. Joseph, MO 64506

Trademark Plastics Corporation     Trade Debt          $741,411
Betsy Klos
908-925-5900 Ext. 213
908-925-1180 (fax)
1 Washington Park, Suite 1200
Newark, NJ 07102

Marco Polo International           Trade Debt          $738,484
David Diaz
516-998-6133
631-629-4519 (fax)
532 Broadhollow Rd, Suite 135
Melville, NY 11747

Chicago Heights Steel              Trade Debt          $553,197
Steve Clark
800-424-4487
708-756-5628 (fax)
1116 Momentum Place
Chicago, IL 60689-5311

VF Jeanswear LP                    Trade Debt          $519,626
Mke Durant
336-332-3511
336-332-3223 (fax)
PO Box 751478
Charlotte, NC 28275

Nexus Resin Group                  Trade Debt          $509,360
John Wooding
860-536-1550
860-536-1275 (fax)
37 Water Street
Mystic, CT 06355

Tarter LLC                          Trade Debt         $504,261
Joy Tarter
800-414-2837
606-787-5898 (fax)
PO Box 39
Dunnville, KY 42528

Formosa Plastics Corporation        Trade Debt         $482,188
Brian Murray
973-422-7419
973-422-7856 (fax)
9 Peach Tree Hill Road
Livingston, NJ 07039

Boelen Mfg Co.                      Trade Debt         $475,688
Cheryl Braun
402-563-7461
402-563-7432 (fax)
1628 Paysphere Circle
Chicago, IL 60674

Norbrook Laboratories Limited       Trade Debt         $419,298
Louise Lenagh
+44 (0) 28 3026 4435
+44 (0) 28 3026 1696 (fax)
Station Works
Newry, BT35 6JP
County Down, Northern Ireland

Control Solutions Inc.              Trade Debt         $357,326
Mack Frazier
830-562-3297
281-892-2501 (fax)
2739 Pasadena Blvd.
Pasadena, TX 77502

Sioux Steel Co. Inc.                Trade Debt         $341,383
Mike Sagness
605-965-4203
605-336-2528 (fax)
196 1/2 E 6th Street
PO Box 1265
Sioux Falls, SD 57101-1265

Gallagher North America, Inc.       Trade Debt         $328,963
Don Steele
800-531-5908
800-444-5422 (fax)
PO Box 681409
Riverside, MO 64168

Julian Lumber Company               Trade Debt         $325,789
Derrick Julian
580-587-2735
580-587-2338 (fax)
PO Box 718
Antlers, OK 74523

GW Transportation Service Inc.      Trade Debt         $324,382
Dawn Mohler
763-972-5687
763-972-2506 (fax)
710 Johnson Dr.
Delano, MN 55328

CH Robinson Worldwide, Inc.         Trade Debt         $321,610
Tammy Birlew
952-683-3833
952-937-7703 (fax)
14800 Charlson Rd, Suite 400
Eden Prairie, MN 55347

M Holland Co.                       Trade Debt         $298,683
Bill Reynolds
847-849-8384
847-272-7713 (fax)
400 Skokie Blvd., Suite 600
Northbrook, IL 60062

Muehlstein                           Trade Debt        $290,716
Rafael Paredes
203-855-6061
775-242-9158 (fax)
10 Westport Road
Wilton, CT 06897

Albaugh, Inc.                        Trade Debt        $275,799
Todd Figley
515-965-5252
515-965-5297 (fax)
1525 NE 36th Street
Ankeny, IA 50021

Y Tex Corporation                    Trade Debt        $274,846
Denny Baustert
307-587-5515
307-578-0138 (fax)
1825 Big Horn Avenue
Cody, WY 82414

Central Life Sciences                Trade Debt        $269,145
Mark Schafer
208-321-3337
866-499-2419 (fax)
9390 Golden Trout Street
Boise, ID 83704

Empire Southwest LLC                 Trade Debt        $215,002
480-633-4523
480-633-4782 (fax)
1725 S. Country Club
DriveMesa, AZ 85210

Z Tags                               Trade Debt        $204,183
Dawn Schneider
623-229-6615
866-328-4159 (fax)
20261 E. Appoloosa Drive
Queen Creek, AZ 85242

Priefert Ranch Equipment             Trade Debt        $203,894
David K. Smith
903-572-1741
903-577-6898 (fax)
P.O. Box 1540
Mt. Pleasant, TX 75456


USEC INC: Delays Disclosure, Gets Final Loan Approval
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that USEC Inc., a producer of enriched uranium for
nuclear power plants, has won bankruptcy court approval for
financing and an agreement committing principal parties to support
the reorganization plan worked out before the Chapter 11 filing on
March 5.

According to the Bloomberg report, the company also completed an
arrangement where the government's Oak Ridge National Laboratory
will pay USEC $34.1 million to maintain technology being developed
for a gas-centrifuge enrichment technology. So far, the government
has contributed 80 percent, or $280 million, while USEC
contributed the remaining 20 percent, the Bloomberg report said.

In addition to approving the plan-support agreement, the
bankruptcy judge granted final authorization for $50 million in
financing provided by a subsidiary, which was also the pre-
bankruptcy funding source, the Bloomberg related.

BankruptcyData reported on May 5 that USEC filed a motion for an
order (i) authorizing entry into an amended and restated debtor-
in-possession credit agreement and (ii) modifying the final order
authorizing the Debtor to (a) obtain post-petition secured
financing and (b) use cash collateral.

The motion, according to BData, explains, "the primary proposed
modifications to the Original DIP Credit Agreement that flowed
from those negotiations are limited to the following
(collectively, the 'Proposed Amendments'): Revisions to reflect
the transition from the ACP RD&D Program to the ORNL Agreement
. . .  The Maturity Date has been extended and will now be the
earlier of (x) the Plan Effective Date and (y) September 30, 2014
(which date may be extended by Enrichment Corp in its sole
discretion). The Original DIP Credit Agreement would previously
have matured on July 4, 2014 (120 days following the Petition
Date)." The motion continues, "Virtually all of the Proposed
Amendments have been occasioned by the recent developments with
respect to the termination of funding under and the expiration of
the RD&D Cooperative Agreement, the Debtor's entry into the ORNL
Agreement and the continuation of the Disclosure Statement
Hearing. Although the Debtor does not believe that the Proposed
Amendments are 'material and/or adverse' to the Debtor (as they
primarily address the replacement of one form of program (the ACP
RD&D Program) for another (the obligations under the ORNL
Agreement), which are similar in many respects, and the
corresponding replacement of the DOE with another DOE-affiliated
counterparty), out of an abundance of caution, the Debtor has
nevertheless sought the Court's approval of its entry into the
Amended DIP Credit Agreement. In the absence of authorization for
the Debtor to enter into the Amended DIP Credit Agreement,
Enrichment Corp could refuse to provide future funding to the
Debtor. The failure to obtain authorization to enter into the
Amended DIP Credit Agreement will, in very short order, leave the
Debtor without access to any postpetition funding (pursuant to the
ORNL Agreement), which will render the Debtor unable to cover all
of its costs of operations . . .  I]n the absence of the
financing, the Debtor would be unable to meet its ordinary course
operational obligations, much less bear the costs of the chapter
11 process, forcing the Debtor into an immediate liquidation, with
the attendant damage to employees, stakeholders and other parties
in interest. . . .  As explained in the DIP Motion, the Debtor
does not have material, tangible assets, does not generate any
revenue from operations and has never obtained any third-party
financing that was not premised on credit support from Enrichment
Corp. Thus, the loans from Enrichment Corp not only represent a
reasonable financing source on their face, they likely represent
the only financing source available to the Debtor. Accordingly,
the Debtor submits that the entry into the Amended DIP Credit
Agreement is a decision (as was the case with its decision to
enter into the Original DIP Credit Agreement) that represents the
exercise of the Debtor's reasonable business judgment."

                            About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

Latham & Watkins LLP acts as the Debtor's general counsel.
Richards, Layton and Finger, P.A., serves as the Debtor's Delaware
counsel.  Vinson & Elkins is the Debtor's special counsel.  Lazard
Freres & Co. LLC acts as the Debtor's investment banker.  AP
Services, LLC, provides management services to the Debtor.  Logan
& Company Inc. serves as the Debtor's claims and noticing agent.
Deloitte Tax LLP are the Debtor's tax professionals.  The Debtor's
independent auditor is PricewaterhouseCoopers LLP.  KPMG LLP
provides fresh start accounting services to the Debtors.


VERTELLUS SPECIALTIES: S&P Revises Outlook & Affirms 'CCC+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
U.S.based chemical maker Vertellus Specialties Inc. to developing
from stable.  At the same time, S&P affirmed its 'CCC+' corporate
credit rating on the company.

In addition, S&P affirmed the 'B' rating on the company's $100
million asset-based revolving credit facility maturing in March
2015.  The recovery rating remains '1', indicating S&P's
expectation for a very high (90% to 100%) recovery in the event of
payment default.  S&P also affirmed its 'CCC+' rating on the
company's $345 million senior secured notes due October 2015.  The
recovery rating remains '4', indicating S&P's expectation for
average (30% to 50%) recovery in the event of payment default.

"The developing outlook reflects our view that strengthening
demand and better pricing in the agriculture and nutrition segment
combined with recent operational improvements will allow the
company to continue to increase revenue and margins," said
Standard & Poor's credit analyst Pranay Sonalkar.  These improving
trends along with the increasing contribution from the new Weifang
JV should cause the company to generate sufficient cash to meet
its operating requirements over the next several months and could
facilitate the refinancing of its revolver and notes.  While S&P
believes the company has a higher likelihood of refinancing than
previously, it notes there are risks associated with the
refinancing if operating performance unexpectedly deteriorates or
market conditions worsen.

The ratings on Vertellus reflect the company's "highly leveraged"
financial risk profile and "weak" business risk profile.  The
ratings also reflect S&P's assessment of the company's liquidity
as "weak".

The developing outlook reflects S&P's expectation that although it
expects Vertellus to generate sufficient cash and maintain enough
liquidity to meet its operating needs over the next several
months, there are risks associated with the refinancing given the
short time frame to maturity and high debt levels.

S&P could raise the ratings by one notch if operating results
continue to strengthen and the company successfully completes a
refinancing of the ABL and unsecured notes, resulting in improved
liquidity and a better debt maturity profile.  S&P would expect
FFO to debt of around 8% and leverage under 6x after the
refinancing.

S&P could lower the ratings if operating performance were to
unexpectedly deteriorate, which it believes would make it
difficult to execute a refinancing.  This could happen if EBITDA
margins were to decline by 150 basis points.  S&P also could lower
the ratings if operating performance is as it projects, but the
company does not complete the refinancing of its ABL facility and
notes by September 2014.


WAFERGEN BIO-SYSTEMS: Incurs $2.5 Million Net Loss in Q1
--------------------------------------------------------
WaferGen Bio-systems, Inc., reported a net loss of $2.54 million
on $1.40 million of total revenue for the three months ended
March 31, 2014, as compared with a net loss of $3.78 million on
$178,487 of total revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $11.75
million in total assets, $9.33 million in total liabilities and
$2.42 million in total stockholders' equity.

"We had a strong revenue performance in the first quarter across
our product lines with a diverse customer base.  The rapid
increase in adoption of our SmartChip platform was augmented by
sales of the newly acquired Apollo business," said Ivan
Trifunovich, president and CEO of WaferGen.  He added, "As
previously disclosed, on January 6, 2014, we acquired
substantially all of the assets of IntegenX's product line used in
library preparation for NGS, including the Apollo 324TM instrument
and PrepXTM reagents, which clearly put us in a strong competitive
position.  In fact, the first quarter revenue was almost 8% higher
than revenues for all of calendar year 2013, due to higher sales
of the Smart Chip products and revenues from the newly acquired
product lines.  Another important Q1 milestone was the launch of
the SeqReadyTM version of the SmartChip TETM product, which
drastically improves throughput and compresses the workflow in NGS
sample preparation.  This new product contributed to sales into
the clinical NGS market.  We are excited about our progress in the
first quarter and we look forward to continuing the momentum as we
further execute our growth strategy."

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

                        http://is.gd/2AjJkZ

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders
of $17.71 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.

SingerLewak LLP, in San Jose, California, issued a "going concern"
qualification on the consoliated financial statements for the year
ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WALTER ENERGY: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 96.73 cents-on-
the-dollar during the week ended Friday, May 9, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.50
percentage points from the previous week, The Journal relates.
Walter Energy Inc. pays 575 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2018 and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


WARNER MUSIC: Reports $60 Million Net Loss in Second Quarter
------------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $60 million on $653
million of revenues for the three months ended March 31, 2014, as
compared with net income of $2 million on $675 million of revenues
for the same period in 2013.

For the six months ended March 31, 2014, the Company reported a
net loss attributable to the Company of $97 million on $1.46
billion of revenues as compared with a net loss attributable to
the Company of $78 million on $1.44 billion of revenues for the
same period last year.

The Company's balance sheet at March 31, 2014, showed $6.13
billion in total assets, $5.48 billion in total liabilities and
$641 million in total equity.

"We have begun to see the strength in our release schedule for the
remainder of the fiscal year," said Stephen Cooper, Warner Music
Group's CEO.  "Through our A&R, marketing and promotional efforts,
we continue to discover and develop new artists and further the
careers of established artists."

"We were very pleased to complete another successful refinancing
last month, which will generate cash interest savings of
approximately $30 million per year," added Brian Roberts, Warner
Music Group's executive vice president and CFO.  "We remain
strongly committed to delivering solid free cash flow in the
quarters to come."

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

                        http://is.gd/nHtL9A

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music reported a net loss attributable to the Company $198
million on $2.87 billion of revenues for the fiscal year ended
Sept. 30, 2013, as compared with a net loss attributable to the
Company of $112 million on $2.78 billion of revenues for the
fiscal year ended Sept. 30, 2012.

                           *    *     *

As reported by the TCR on March 28, 2014, Standard & Poor's
Ratings Services affirmed its 'B+' corporate credit rating on
recorded music and music publishing company Warner Music Group
Corp. (WMG).  S&P's rating and negative outlook reflect continued
uncertainty surrounding industry wide revenue and profitability
trends affecting WMG over the intermediate term, despite recent
signs of stabilization in the industry.


WASFI A. MAKAR: Cancer Center Assets to Be Sold Today
-----------------------------------------------------
Richard B. Webber, II, Chapter 7 Trustee, on behalf of Wasfi A.
Makar, M.D., P.A., d/b/a American Cancer Treatment Center, will
sell to the highest and best bidder by public auction, in a
foreclosure sale lot parcels located at 845 Century Medical Drive,
Titusville, Florida 32796, on May 13, 2014, at 11:00 a.m.:

     -- Lot 2, PLAT OF VIERA - PARCELS KK AND LL, more commonly
        known as 8000 Spyglass Hill, Melbourne, FL and

     -- Parcel 2 Lot 5 and 6, CENTURY MEDICAL PLAZA, more
        commonly known as 845 Century Medical Drive, Suite A,
        Titusville, FL.

The sale includes all improvements, buildings and fixtures.

The sale is being done pursuant to the Final Judgment of
Foreclosure in Favor of Trustee dated April 2, 2014, entered in
the Chapter 7 case, In re: WASFI A. MAKAR, M.D., P.A., Debtor,
(Bankr. M.D. Fla. Case No.: 6:12-bk-05979-KSJ) in Orlando,
Florida.

Any person claiming an interest in the surplus from the sale, if
any, other than the property owner as of the date of the lis
pendens must file a claim within 60 days after the sale.

Robert Ewald, of Exit Realty Central, has been appointed as a
Commissioner for the Court to conduct the foreclosure sale
auction.

Counsel to the Chapter 7 Trustee are:

     Maureen A. Vitucci, Esq.
     John "Jack" M. Brennan, Jr., Esq.
     Gray Robinson, P.A.
     301 E. Pine Street, Suite 1400
     Post Office Box 3068
     Orlando, FL 32802
     Tel: (407) 843-8880
     Fax: (407) 244-5690


WEST CORP: Chief Financial Officer to Retire in 2015
----------------------------------------------------
West Corporation announced that Chief Financial Officer and
Treasurer, Paul Mendlik, has decided to retire in April 2015.  Mr.
Mendlik has been CFO since joining West in November 2002.  The
Company will initiate a search for a new CFO and Mr. Mendlik has
agreed to a two-year consulting agreement post retirement to help
ensure a smooth transition.

"Paul has made significant contributions to West Corporation over
the past 11+ years as our revenue grew from $821 million to $2.7
billion.  He has been instrumental in helping the Company
integrate over 25 acquired companies and strengthen its financial
operations.  The timing of his departure will enable an efficient
transition.  We wish him well in his upcoming retirement," said
Tom Barker, CEO.

"West Corporation is as strong as it has ever been and is well
positioned for future growth," said Paul Mendlik.  "I am proud of
the track record we have built and the integrity and quality of
the team we have assembled at West."

During the Consulting Period, Mr. Mendlik will receive a
consulting fee at a rate of $40,000 per month and will remain
covered under all medical, dental, vision, flexible spending
account and executive assistance plans or programs available to
actively employed executives of the Company.  Mr. Mendlik may
terminate his consulting obligations to the Company at any time
during the Consulting Period.  In the event that Mr. Mendlik
chooses to engage in other employment, the Consulting Period and
the related obligations of the Company and Mr. Mendlik are
immediately terminated.

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corp posted net income of $143.20 million in 2013, as
compared with net income of $125.54 million in 2012.  The
Company's balance sheet at March 31, 2014, showed $3.54 billion in
total assets, $4.25 billion in total liabilities and a $709.40
million total stockholders' deficit.

                         Bankruptcy Warning

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

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

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     March 31, 2014.

                           *    *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Omaha, Neb.-based
business process outsourcer West Corp. to 'BB-' from 'B+'.  The
upgrade reflects Standard & Poor's view that lower debt leverage
and a less aggressive financial policy will strengthen the
company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to B1 from B2.
"The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a
publicly owned company", stated Moody's analyst Suzanne Wingo.


WESTMORELAND COAL: Offers to Purchase $22.1 Million Notes
---------------------------------------------------------
Westmoreland Coal Company offers to purchase up to $22,125,000
principal amount of its 10.75 percent Senior Secured Notes due
2018, CUSIPs 960887AB3, U96068AC2, and 960887AD9.  The offer will
expire at 5:00 p.m. Eastern Time on Thursday, May 29, 2014.  The
offer price for the Notes will be payable in cash in an amount
equal to 100 percent of the principal amount of the Notes
tendered, plus accrued and unpaid interest thereon, if any, to the
date and time the offer is consummated, which is expected to be
June 3, 2014, at 5:00 P.M. Eastern Time.

Westmoreland is required by the terms of its indenture governing
the Notes to make this offer because it achieved certain financial
results for the year ended Dec. 31, 2013.  If the Notes are not
tendered for the entire amount of the offer, Westmoreland may use
the remaining offered amount for general corporate purposes.

If the aggregate of the offered price of Notes validly tendered
and not withdrawn by holders exceeds the payment amount, Notes to
be purchased will be selected on a pro rata basis with those
adjustments as may be deemed appropriate by Westmoreland so that
only Notes in denominations of $2,000, or integral multiples of
$1,000 in excess thereof, will be purchased.  All Notes not
accepted as a result of prorationing will be rejected from the
offer and will be returned to the tendering holders promptly
following the earlier of June 3, 2014, at 5:00 P.M. Eastern Time,
or the date on which the offer is terminated.

The results of this offer to purchase Notes will be posted at
www.Westmoreland.com on June 3, 2014, after 5:00 P.M. Eastern
Time.

                     About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss
applicable to common shareholders of $8.58 million in 2012 and a
net loss applicable to common shareholders of $34.46 million in
2011.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WESTMORELAND COAL: Trusts to Sell 700,000 Common Shares
-------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the resale, from time to time, by the Westmoreland Retirement Plan
Trust, The Kemmerer Coal Company Elkol-Sorensen Mine Pension Plan
Trust and the Beulah & Savage Mines Hourly EES Pension Plan Trust,
of up to 700,000 shares of Westmoreland Coal Company common stock.

The shares of the Company's common stock registered under this
prospectus have been contributed and issued by the Company to the
Trusts to fund certain obligations to the Company's pension plans.
The Company will not receive proceeds from the sale of the
securities.  The Company has agreed to bear the expenses of
registering the securities covered by this prospectus and any
prospectus supplements.

The Company's common stock is listed on NASDAQ Global Market under
the symbol "WLB."  On May 8, 2014, the last reported sale price of
the Company's common stock on the NASDAQ Global Market was $27.64
per share.

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

                        http://is.gd/Kid9Z4

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss
applicable to common shareholders of $8.58 million in 2012 and a
net loss applicable to common shareholders of $34.46 million in
2011.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WIZARD WORLD: Posts $692,000 Net Income in First Quarter
--------------------------------------------------------
Wizard World, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $692,041 on $5.17 million of convention revenue for the three
months ended March 31, 2014, as compared with net income of $1.17
million on $1.79 million of convention revenue for the same period
last year.

As of March 31, 2014, the Company had $5.25 million in total
assets, $2.06 million in total liabilities and $3.19 million in
total stockholders' equity.

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

                          http://is.gd/xPu6J9

                          About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.

Wizard World incurred a net loss attributable to common
stockholders of $3.88 million in 2013, a net loss attributable to
common stockholders of $3.13 million in 2012 and a net loss of
$2.01 million in 2011.


WORLD SURVEILLANCE: Transfers 100% Stake in LTAS to Parent
----------------------------------------------------------
World Surveillance Group Inc., on May 5, 2014, entered into a
Securities Exchange Agreement by and among the Company, Lighter
Than Air Systems Corp., and Drone Aviation Corp. ("Parent")
pursuant to which the Company exchanged 100 percent of the
outstanding shares of capital stock of LTAS for a cash payment of
$335,000 and 10,000,000 shares of common stock, par value $0.0001
per share, of Drone.

WSGI signed a Lock-Up Agreement that includes restrictions on the
sale of the Shares by WSGI for a fifteen-month period following
the Closing Date, although WSGI will be able to sell a certain
volume of shares in the thirteenth through fifteenth month
following the Closing Date.  Following the Closing Date, the
Company will focus on its Argus airship program which is currently
being worked on by the Ohio Lighter Than Air UAS Consortium
created by the Company and several other companies in August 2013
and the business of our Global Telesat Corp. subsidiary.

As of the Closing Date, Felicia Hess, Kevin Hess and Dan Erdberg
have each terminated his or her employment agreements with the
Company.  As part of the transaction, the Hesses waived certain
bonuses, options and accrued wages owing to them from the Company.
Effective as of the Closing Date, Felicia Hess resigned as a
director of WSGI.

On May 5, 2014, the Company entered into a Securities Purchase
Agreement for the sale and purchase of $150,000 of common stock,
par value $0.00001 per share, of the Company at a purchase price
of $0.007 per share.  Pursuant to the SPA, in addition to shares
of Common Stock, the purchaser received (i) a right of first
refusal on certain future financings, (ii) piggyback registration
rights and (iii) certain anti-dilution rights.

On May 5, 2014, the Company also entered into a non-binding term
sheet for a registered direct offering of up to $1,000,000 of
Common Stock with an investor.  The Offering is subject to, among
other things, the filing and effectiveness of a Registration
Statement under the Securities Act of 1933, as amended,
registering the shares of Common Stock sold in the Offering and
the parties' agreement to the price per share, which has not been
negotiated by the parties, prior to the time the Company's
Registration Statement goes effective.

On May 5, 2014, the Company also simultaneously entered into two
Consulting Agreements to assist the Company with restructuring its
balance sheet and identifying potential acquisition targets for
the Company.  The Company issued an aggregate of 15,000,000 shares
of Common Stock in connection with such Agreements.

A copy of the Securities Exchange Agreement is available at:

                         http://is.gd/6ClF4x

                       About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance reported a net loss of $3.41 million on
$558,574 of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.36 million on $272,201 of net
revenues for the year ended Dec. 31, 2012.  As of Dec. 31, 2013,
the Company had $3.46 million in total assets, $16.96 million in
total liabilities and a $13.49 million total stockholders'
deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"Our indebtedness at December 31, 2013 was $16,958,374.  A portion
of such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company said
     in the Annual Report for the year ended Dec. 31, 2013.


ZALE CORP: Investors Say Signet Merger Consideration Inadequate
---------------------------------------------------------------
TIG Arbitrage Associates Master Fund, L.P., TIG Arbitrage Enhanced
Master Fund, L.P., TFI Partners, LLC, TIG Advisors, LLC, Carl
Tiedemann, and Michael Tiedemann disclosed in a proxy statement
filed with the U.S. Securities and Exchange Commission that they
intend to form a group for the purpose of opposing the proposed
merger by and among Zale Corporation, Signet Jewelers Limited, and
Carat Merger Sub, Inc., a wholly owned subsidiary of Signet, to be
voted on at the special meeting of stockholders scheduled to be
held on Thursday, May 29, 2014.

As reported by the TCR on March 7, 2014, Signet Jewelers Limited
and Zale Corporation have entered into a definitive agreement for
Signet to acquire all of the issued and outstanding stock of Zale
for $21.00 per share in cash consideration.

"We believe that shares of Zale at the time of the announced
transaction were significantly undervalued by the market.  Under
the stewardship of the current Management team, Zale had
significantly turned around its operations over the past several
years and set a course for the Company to achieve near double-
digit EBITDA margins in F2016," the Investors said.

The Investors also maintain significant issues of process and
potential conflicts of interest seriously taint the sale process
and raise doubts as to whether or not the Signet deal is the best
outcome for holders.

In the event that shareholders approve the acquisition, the
Investors plan to pursue an appraisal claim against Signet to
compel additional consideration for the Investors' interest.

As of May 9, 2014, the Investors beneficially owned 4,104,775
shares of common stock of Zale Corporation representing 9.5
percent of the shares outstanding, as disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/mUO8aQ

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp reported a net loss of $27.30 million for the three
months ended Oct. 31, 2013.  Zale Corp disclosed net earnings of
$10.01 million for the year ended July 31, 2013, as compared with
a net loss of $27.31 million for the year ended July 31, 2012.
The Company incurred a net loss of $112.30 million for the year
ended July 31, 2011 and a net loss of $93.67 million for the year
ended July 31, 2010.

As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.


ZOGENIX INC: Incurs $20.9 Million Net Loss in First Quarter
-----------------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $20.93 million on $7.67 million of total revenue for the three
months ended March 31, 2014, as compared with a net loss of $21.05
million on $6.98 million of total revenue for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $99.98
million in total assets, $97.56 million in total assets, $2.41
million in total stockholders' equity.

Cash and cash equivalents as of March 31, 2014 were $50.7 million.

Roger Hawley, chief executive officer of Zogenix, stated, "During
the first quarter we successfully expanded our medical affairs and
commercial teams with a focus on training as well as educational
and voluntary initiatives to support the introduction and
appropriate use of Zohydro ER.  We are pleased with the early
response to these efforts, including a steady sequential increase
in weekly prescriptions, meaningful use of our safe storage
offerings, and positive feedback from prescribers and patients."

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

                        http://is.gd/dm8dOu

A copy of the press release annoucing the results is available for
free at http://is.gd/YtWZ0D

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


* BofA, NYSE, Brokerages Sued over High-Frequency Trading
---------------------------------------------------------
City of Providence, Rhode Island v. BATS Global Markets Inc, et
al, No. 14-2811 (S.D.N.Y.), is a securities class action brought
on behalf of public investors who purchased and/or sold shares of
sotck in the United States between April 18, 2009, and the
present on a registered public stock exchange or a United States-
based alternate trading venue, and were injured as a result of
the misconduct.  The case arises out of a scheme and wrongful
course of business whereby the Exchange Defendants together with
a defendant class of the brokerage firms entrusted to fairly and
honestly transact the purchase and sale of securities on behalf
of their clients and a defendant class of sophisticated high
frequency trading firms employed devices, contrivances,
manipulations and artifices to defraud in a manner that was
designed to and did manipulate the U.S. Securities markets and
the trading of equities in those markets, diverting billions of
dollars annually from buyers and sellers of securities to
themselves.

Reuters reports that the lawsuit was filed in Manhattan federal
district court, as the high-speed trading industry came under
greater scrutiny following the publication last month of author
Michael Lewis' book "Flash Boys: A Wall Street Revolt."  A number
of regulators have said they are probing the industry, including
the Justice Department, Securities and Exchange Commission and
Commodities Futures Exchange Commission.

The lawsuit demands jury trial.

The complaint identified 14 financial services firms, which,
according to the lawsuit, were the largest brokerage firms
serving institutional and retail investors in the U.S. during the
class period.

The other defendants are:

     * Box Options Exchange LLC
     * Chicago Board Options Exchange Inc
     * Chicago Stock ExchangeInc
     * C2 Options exchange Inc.
     * Direct Edge ECN LLC
     * International Securities Exchange Holdings Inc
     * The Nasdaq Stock Market LLC
     * Nasdaq OMX BX Inc.
     * Nasdaq OMX PHLX LLC
     * National Stock Exchange Inc.
     * New York Stock Exchange LLC
     * NYSE Arca Inc.
     * OneChicago LLC
     * Bank of America Corporation
     * Barclays Plc
     * Citigroup Inc.
     * Credit Suisse Group AG
     * Deutsche Bank AG
     * The Goldman Sachs Group Inc.
     * JPMorgan Chase & Co.
     * Morgan Stanley & Co. LLC
     * UBS AG
     * The Charles Schwab Corporation
     * E*Trade Financial Corporation
     * FMR LLC
     * Fidelity Brokerage Services LLC
     * Scottrade Financial Services Inc.
     * TD Ameritrade Holding Corporation
     * Citadel LLC
     * DRW Holdings LLC
     * GTS Securities LLC
     * Hudson River Trading LLC
     * Jump Trading LLC
     * KCG Holdings Inc.
     * Quantlab Financial LLC
     * Tower Research Capital LLC
     * Tradebot Systems Inc.
     * Tradeworx Inc.
     * Virtu Financial Inc., and
     * Chopper Trading LLC

The Plaintiffs are represented by:

     Samuel H. Rudman, Esq.
     Mary K. Blasy, Esq.
     Vincent M. Serra, Esq.
     ROBBINS GELLER RUDMAN & DOWD LLP
     58 South Service Road, Suite 200
     Melville, NY 11747
     Tel: 631-367-7100
     Fax: 631-367-1173
     E-mail: srudman@rgrdlaw.com
             mblasy@rgrdlaw.com
             vserra@rgrdlaw.com

          - and -

     Patrick J. Coughlin, Esq.
     Randi Bandman, Esq.
     ROBBINS GELLER RUDMAN & DOWD LLP
     30 Vesey Street, Suite 200
     New York, NY 10007
     Tel: 212-693-1058
     E-mail: patc@rgrdlaw.com
             randib@rgrdlaw.com

          - and -

     David W. Mitchell, Esq.
     Brian O. O'Mara, Esq.
     ROBBINS GELLER RUDMAN & DOWD LLP
     600 West Broadway
     San Diego, CA 92101
     Tel: 619-231-1058
     Fax: 619-231-7423
     E-mail: davidm@rgrdlaw.com
             bomara@rgrdlaw.com

Bob Van Voris, writing for Bloomberg News, citing a person
familiar with the matter, reported that one defendant, Virtu
Financial Inc., a high-frequency trader that delayed its initial
public offering, has received inquiries from the office of New
York's attorney general, Eric Schneiderman.  Schneiderman
announced in March that he's investigating high-frequency traders.
The Federal Bureau of Investigation has said it's looking into
whether firms that engage in high-speed trades get an improper
jump on other investors by using information about their trading
to make profits, the Bloomberg report related.  Providence is
seeking unspecified damages on behalf of all public investors that
bought or sold stock in the last five years, according to the
complaint filed in federal court in Manhattan, the Bloomberg
report further related.


* CFPB Zeroes In On Student Loan 'Auto Default' Complaints
----------------------------------------------------------
Law360 reported that the Consumer Financial Protection Bureau
released a consumer and industry advisory on the issue of "auto
defaults" for a private student loan that are triggered by the
death or bankruptcy of a co-signer, saying the bureau has received
a growing number of borrower complaints on the issue.

According to the report, in its semiannual update on student loan
complaints, the agency said it received more than 2,300 complaints
about private student loans between October and March -- a 39
percent uptick in complaints since its previous report -- and it
received more than 1,300 complaints related to debt collection for
these loans.

Sallie Mae -- the student loan giant that services both federal
and private loans -- made up more than half of these complaints,
with the rest split between student loan specialists like ACS
Education Services and other lenders such as JPMorgan Chase & Co.,
Citibank NA and Wells Fargo & Co., the report related.

A key issue discussed in the report was the rising prevalence of
complaints related to auto-default, where a clause in the contract
of many private student loans -- the clause is not included in
federal student loans, the CFPB said -- allows servicers to either
demand the full balance of the loan when a loan co-signer dies or
files for bankruptcy, or send the loan straight into default, the
report further related.

This often happens automatically, based on electronic scans of
probate and other public records, even when the loan is in good
standing, the report said.  It has the potential to hurt a
significant number of borrowers, with about 90 percent of private
student loans co-signed in 2011, up from 67 percent in 2008,
according to the agency.


* Education Dept. Proposes New PLUS Loan Standards
--------------------------------------------------
Inside Higher Ed reported that the U.S. Department of Education is
proposing new eligibility requirements for Parent PLUS loans.
According to the report, under draft regulatory language sent to
members of the department's negotiated rule making panel, parents
would generally be barred from taking out PLUS loans if they have
any type of debt exceeding $2,085 that is 90 or more days
delinquent or that has been sent to a collection agency or charged
off. The proposal also changes the look-back period for that
"adverse credit" history from five years to two years.

Under a separate policy change that goes into effect July 1,
families that are denied a Parent PLUS loan because of an adverse
credit history may appeal to the Education Department, which can
then provide the loan if there are "extenuating circumstances,"
the report related.

The department's standards for obtaining a PLUS have been a source
of controversy since at least 2011, when officials quietly
tightened the requirements, the report further related.  Leaders
of historically black colleges and universities and for-profit
colleges -- which enroll large numbers of students who rely on
PLUS loans -- have said the changes were denying underserved
students access to the loans they need to pay for college.

Presidents of black colleges, in particular, have pushed the Obama
administration to make it easier for families to access the loans,
the report added.  Some consumer advocates and think tanks, on the
other hand, argue that the department should keep its credit
standards -- or even tighten them further -- so that parents
aren't saddled with large amounts of debt that they cannot
possibly repay.


* Mortgage Lenders Ease Rules for Home Buyers in Hunt for Business
------------------------------------------------------------------
Nick Timiraos and Annamaria Andriotis, writing for The Wall Street
Journal, reported that mortgage lenders are beginning to ease the
restrictive lending standards enacted after the housing boom
turned to bust, a sign of their rising confidence in the housing
market.  While standards remain tight by historical measures,
lenders have started to accept lower credit scores and to reduce
down-payment requirements, the Journal related.

TD Bank, Toronto-Dominion Bank's U.S. unit, which began accepting
down payments as low as 3% through an initiative called "Right
Step," geared toward first-time buyers and low- and moderate-
income buyers, the report further related.  TD initially launched
the program last year with a 5% down payment. It keeps the product
on its books and doesn't charge for insurance. Borrowers also
don't need to put down any of their own cash if a family, state or
nonprofit group provides a down-payment gift.

The changes also are a recognition by lenders that the business of
refinancing old mortgages, which had been a huge profit center for
banks, is nearly tapped out, the report said.  To generate future
profits, banks will have to compete for borrowers who may not have
perfect credit or large down payments.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company          Ticker          ($MM)      ($MM)      ($MM)
  -------          ------        ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN         142.1      (11.2)      (6.3)
ABSOLUTE SOFTWRE   ALSWF US       142.1      (11.2)      (6.3)
ABSOLUTE SOFTWRE   OU1 GR         142.1      (11.2)      (6.3)
ACHAOGEN INC       AKAO US         13.8       (0.0)       2.1
ADVANCED EMISSIO   ADES US        106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR        106.4      (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US        456.3     (111.8)    (106.0)
ADVENT SOFTWARE    AXQ GR         456.3     (111.8)    (106.0)
AEROHIVE NETWORK   2NW GR          69.9       (3.3)      21.5
AEROHIVE NETWORK   HIVE US         69.9       (3.3)      21.5
AIR CANADA-CL A    AC/A CN      9,470.0   (1,397.0)      98.0
AIR CANADA-CL A    ADH TH       9,470.0   (1,397.0)      98.0
AIR CANADA-CL A    ADH GR       9,470.0   (1,397.0)      98.0
AIR CANADA-CL A    AIDIF US     9,470.0   (1,397.0)      98.0
AIR CANADA-CL B    ADH1 GR      9,470.0   (1,397.0)      98.0
AIR CANADA-CL B    AC/B CN      9,470.0   (1,397.0)      98.0
AIR CANADA-CL B    AIDEF US     9,470.0   (1,397.0)      98.0
ALDER BIOPHARMAC   ALDR US         26.7      (32.0)       2.5
ALIMERA SCIENCES   ASZ TH          19.6       (4.9)      13.7
ALIMERA SCIENCES   ASZ GR          19.6       (4.9)      13.7
ALIMERA SCIENCES   ALIM US         19.6       (4.9)      13.7
ALLIANCE HEALTHC   AIQ US         489.8     (136.6)      58.7
AMC NETWORKS-A     9AC GR       3,484.7     (478.3)     642.3
AMC NETWORKS-A     AMCX US      3,484.7     (478.3)     642.3
AMER RESTAUR-LP    ICTPU US        33.5       (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US      1,998.7      (42.4)     263.0
AMYRIS INC         AMRS US        198.9     (135.8)      (0.4)
ANGIE'S LIST INC   ANGI US        124.3      (20.3)     (30.0)
ANGIE'S LIST INC   8AL GR         124.3      (20.3)     (30.0)
ARRAY BIOPHARMA    ARRY US        146.3       (5.4)      90.2
ATLATSA RESOURCE   ATL SJ         773.6      (14.1)      30.2
AUTOZONE INC       AZO US       7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZ5 GR       7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZ5 TH       7,262.9   (1,710.3)    (860.8)
BARRACUDA NETWOR   CUDA US        236.2      (90.1)     (66.5)
BARRACUDA NETWOR   7BM GR         236.2      (90.1)     (66.5)
BERRY PLASTICS G   BERY US      5,367.0     (135.0)     684.0
BERRY PLASTICS G   BP0 GR       5,367.0     (135.0)     684.0
BIOCRYST PHARM     BCRX US         48.9       (1.1)      26.9
BIOCRYST PHARM     BO1 GR          48.9       (1.1)      26.9
BIOCRYST PHARM     BO1 TH          48.9       (1.1)      26.9
BIODELIVERY SCIE   BD5 GR          38.0       (0.8)       1.6
BIODELIVERY SCIE   BDSI US         38.0       (0.8)       1.6
BOULEVARD ACQUIS   BLVDU US         0.5       (4.3)      (4.7)
BOULEVARD ACQUIS   BLVD US          0.5       (4.3)      (4.7)
BRP INC/CA-SUB V   DOO CN       1,875.1      (63.7)     116.5
BRP INC/CA-SUB V   B15A GR      1,875.1      (63.7)     116.5
BRP INC/CA-SUB V   BRPIF US     1,875.1      (63.7)     116.5
BURLINGTON STORE   BUI GR       2,621.1     (150.5)     112.7
BURLINGTON STORE   BURL US      2,621.1     (150.5)     112.7
CABLEVISION SY-A   CVY GR       6,542.9   (5,210.9)     281.8
CABLEVISION SY-A   CVC US       6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI   CZR US      24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI   C08 GR      24,376.7   (2,276.8)     566.0
CANNAVEST CORP     CANV US         10.7       (0.2)      (1.3)
CAPMARK FINANCIA   CPMK US     20,085.1     (933.1)       -
CC MEDIA-A         CCMO US     15,097.3   (8,696.6)     753.7
CELLADON CORP      CLDN US         24.6      (44.3)      20.1
CENTENNIAL COMM    CYCL US      1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US       1,213.7     (497.0)     141.2
CHOICE HOTELS      CHH US         554.9     (454.6)     109.5
CHOICE HOTELS      CZH GR         554.9     (454.6)     109.5
CIENA CORP         CIEN TE      1,800.6      (86.9)     800.8
CIENA CORP         CIE1 TH      1,800.6      (86.9)     800.8
CIENA CORP         CIE1 GR      1,800.6      (86.9)     800.8
CIENA CORP         CIEN US      1,800.6      (86.9)     800.8
CINCINNATI BELL    CBB US       2,107.3     (676.7)      (3.2)
DEX MEDIA INC      DXM US       2,464.0     (703.0)     143.0
DIRECTV            DTV CI      22,520.0   (6,512.0)    (929.0)
DIRECTV            DTV US      22,520.0   (6,512.0)    (929.0)
DIRECTV            DIG1 GR     22,520.0   (6,512.0)    (929.0)
DOMINO'S PIZZA     DPZ US         524.3   (1,269.0)     113.5
DOMINO'S PIZZA     EZV TH         524.3   (1,269.0)     113.5
DOMINO'S PIZZA     EZV GR         524.3   (1,269.0)     113.5
DUN & BRADSTREET   DNB US       1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DB5 TH       1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DB5 GR       1,807.2   (1,061.9)     (85.5)
EASTMAN KODAK CO   KODK US      3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   KODN GR      3,815.0   (3,153.0)    (785.0)
EDGEN GROUP INC    EDG US         883.8       (0.8)     409.2
EGALET CORP        EGLT US         14.4       (1.5)      (3.1)
ELEVEN BIOTHERAP   EBIO US          5.1       (6.1)      (2.9)
EMPIRE STATE -ES   ESBA US      1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60   OGCP US      1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN   FRP US       1,546.4     (338.8)      25.3
FAIRPOINT COMMUN   FONN GR      1,546.4     (338.8)      25.3
FERRELLGAS-LP      FGP US       1,620.8     (101.2)      20.0
FERRELLGAS-LP      FEG GR       1,620.8     (101.2)      20.0
FIVE9 INC          1F9 GR          56.3       (3.0)       1.1
FIVE9 INC          FIVN US         56.3       (3.0)       1.1
FREESCALE SEMICO   FSL US       3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   1FS TH       3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   1FS GR       3,100.0   (3,851.0)   1,244.0
GENTIVA HEALTH     GHT GR       1,262.6     (300.2)      94.3
GENTIVA HEALTH     GTIV US      1,262.6     (300.2)      94.3
GLG PARTNERS INC   GLG US         400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US       400.0     (285.6)     156.9
GLOBAL BRASS & C   BRSS US        548.7       (3.4)     286.9
GLOBAL BRASS & C   6GB GR         548.7       (3.4)     286.9
GRAHAM PACKAGING   GRM US       2,947.5     (520.8)     298.5
GREENSHIFT CORP    VD4B GR          8.4      (39.6)     (41.2)
HALOZYME THERAPE   HALOZ GR       101.8      (20.0)      69.7
HALOZYME THERAPE   HALO US        101.8      (20.0)      69.7
HCA HOLDINGS INC   2BH GR      29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   2BH TH      29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   HCA US      29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN   HDS US       6,324.0     (764.0)   1,210.0
HD SUPPLY HOLDIN   5HD GR       6,324.0     (764.0)   1,210.0
HORIZON PHARMA I   HZNP US        252.6      (49.1)      67.5
HORIZON PHARMA I   HPM TH         252.6      (49.1)      67.5
HORIZON PHARMA I   HPM GR         252.6      (49.1)      67.5
HOVNANIAN ENT-A    HO3 GR       1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-A    HOV US       1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-B    HOVVB US     1,787.3     (456.1)   1,131.9
HOVNANIAN-A-WI     HOV-W US     1,787.3     (456.1)   1,131.9
HUGHES TELEMATIC   HUTC US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US       110.2     (101.6)    (113.8)
INCYTE CORP        ICY TH         666.8     (162.4)     474.2
INCYTE CORP        ICY GR         666.8     (162.4)     474.2
INCYTE CORP        INCY US        666.8     (162.4)     474.2
INFOR US INC       LWSN US      6,515.2     (555.7)    (303.6)
IPCS INC           IPCS US        559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US        124.7      (64.8)       2.2
JUST ENERGY GROU   JE US        1,543.7     (199.3)     (12.4)
JUST ENERGY GROU   JE CN        1,543.7     (199.3)     (12.4)
JUST ENERGY GROU   1JE GR       1,543.7     (199.3)     (12.4)
KATE SPADE & CO    KATE US        977.5      (32.5)     206.5
KATE SPADE & CO    LIZ GR         977.5      (32.5)     206.5
L BRANDS INC       LTD GR       7,198.0     (369.0)   1,324.0
L BRANDS INC       LTD TH       7,198.0     (369.0)   1,324.0
L BRANDS INC       LB US        7,198.0     (369.0)   1,324.0
LEAP WIRELESS      LEAP US      4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI GR       4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI TH       4,662.9     (125.1)     346.9
LEE ENTERPRISES    LEE US         820.2     (157.4)       9.9
LORILLARD INC      LLV GR       3,912.0   (2,161.0)     897.0
LORILLARD INC      LLV TH       3,912.0   (2,161.0)     897.0
LORILLARD INC      LO US        3,912.0   (2,161.0)     897.0
LUMENPULSE INC     LMP CN          29.4      (38.4)       3.5
LUMENPULSE INC     0L6 GR          29.4      (38.4)       3.5
MACROGENICS INC    MGNX US         42.0       (4.0)      11.7
MACROGENICS INC    M55 GR          42.0       (4.0)      11.7
MALIBU BOATS-A     M05 GR          57.2      (32.5)      (2.0)
MALIBU BOATS-A     MBUU US         57.2      (32.5)      (2.0)
MANNKIND CORP      MNKD US        258.6      (30.7)     (51.5)
MANNKIND CORP      NNF1 GR        258.6      (30.7)     (51.5)
MANNKIND CORP      NNF1 TH        258.6      (30.7)     (51.5)
MARRIOTT INTL-A    MAQ GR       6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAQ TH       6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAR US       6,665.0   (1,625.0)  (1,031.0)
MDC PARTNERS-A     MD7A GR      1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MDCA US      1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MDZ/A CN     1,570.3      (94.1)    (218.7)
MERITOR INC        MTOR US      2,531.0     (782.0)     298.0
MERITOR INC        AID1 GR      2,531.0     (782.0)     298.0
MERRIMACK PHARMA   MACK US        192.4      (43.1)     108.9
MERRIMACK PHARMA   MP6 GR         192.4      (43.1)     108.9
MIRATI THERAPEUT   MRTX US         18.5      (24.3)     (25.3)
MIRATI THERAPEUT   26M GR          18.5      (24.3)     (25.3)
MONEYGRAM INTERN   MGI US       4,761.4      (39.5)     115.9
MORGANS HOTEL GR   M1U GR         572.8     (172.9)       6.5
MORGANS HOTEL GR   MHGC US        572.8     (172.9)       6.5
MPG OFFICE TRUST   MPG US       1,280.0     (437.3)       -
NATIONAL CINEMED   NCMI US        998.4     (179.2)      99.9
NATIONAL CINEMED   XWM GR         998.4     (179.2)      99.9
NAVISTAR INTL      IHR TH       7,654.0   (3,877.0)     645.0
NAVISTAR INTL      NAV US       7,654.0   (3,877.0)     645.0
NAVISTAR INTL      IHR GR       7,654.0   (3,877.0)     645.0
NEKTAR THERAPEUT   NKTR US        487.0       (9.8)     225.5
NEKTAR THERAPEUT   ITH GR         487.0       (9.8)     225.5
NEXSTAR BROADC-A   NXZ GR       1,148.8       (8.4)     134.7
NEXSTAR BROADC-A   NXST US      1,148.8       (8.4)     134.7
NORTHWEST BIO      NWBO US          7.6      (14.3)      (9.7)
NORTHWEST BIO      NBYA GR          7.6      (14.3)      (9.7)
NYMOX PHARMACEUT   NYMX US          1.1       (5.9)      (2.3)
OCI PARTNERS LP    OP0 GR         460.3      (98.7)      79.8
OCI PARTNERS LP    OCIP US        460.3      (98.7)      79.8
OMEROS CORP        OMER US         16.5      (18.4)       2.9
OMEROS CORP        3O8 GR          16.5      (18.4)       2.9
OMTHERA PHARMACE   OMTH US         18.3       (8.5)     (12.0)
OPOWER INC         38O GR          63.1       (6.3)     (11.9)
OPOWER INC         OPWR US         63.1       (6.3)     (11.9)
OPOWER INC         38O TH          63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD   OSGIQ US     3,644.5      (60.2)     439.5
OVERSEAS SHIPHLD   OV6 GR       3,644.5      (60.2)     439.5
PALM INC           PALM US      1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE   PAHC LN        480.8      (63.5)     179.9
PHIBRO ANIMAL HE   PAO EU         480.8      (63.5)     179.9
PHIBRO ANIMAL HE   PAO GR         480.8      (63.5)     179.9
PHIBRO ANIMAL-A    PAHC US        480.8      (63.5)     179.9
PHIBRO ANIMAL-A    PB8 GR         480.8      (63.5)     179.9
PHILIP MORRIS IN   PM FP       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1 TE      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1EUR EU   36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PMI SW      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1CHF EU   36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM US       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 TH      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 GR      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1 EU      36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A   PLA/A US       165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US         165.8      (54.4)     (16.9)
PLUG POWER INC     PLUG US         35.4      (15.5)      11.1
PLY GEM HOLDINGS   PG6 GR       1,042.3      (52.0)     175.8
PLY GEM HOLDINGS   PGEM US      1,042.3      (52.0)     175.8
PROTALEX INC       PRTX US          1.2       (8.6)       0.6
PROTECTION ONE     PONE US        562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US        443.2      (51.2)     106.0
QUALITY DISTRIBU   QDZ GR         443.2      (51.2)     106.0
QUINTILES TRANSN   Q US         3,061.9     (559.5)     571.3
QUINTILES TRANSN   QTS GR       3,061.9     (559.5)     571.3
REGAL ENTERTAI-A   RETA GR      2,787.3     (751.2)     142.6
REGAL ENTERTAI-A   RGC US       2,787.3     (751.2)     142.6
RENAISSANCE LEA    RLRN US         57.0      (28.2)     (31.4)
RENTPATH INC       PRM US         208.0      (91.7)       3.6
RETROPHIN INC      17R GR          21.4       (5.8)     (10.3)
RETROPHIN INC      RTRX US         21.4       (5.8)     (10.3)
REVANCE THERAPEU   RVNC US         18.9      (23.7)     (28.6)
REVANCE THERAPEU   RTI GR          18.9      (23.7)     (28.6)
REVLON INC-A       REV US       2,123.9     (596.5)     246.4
REVLON INC-A       RVL1 GR      2,123.9     (596.5)     246.4
RITE AID CORP      RAD US       6,944.9   (2,113.7)   1,777.7
RITE AID CORP      RTA GR       6,944.9   (2,113.7)   1,777.7
RURAL/METRO CORP   RURL US        303.7      (92.1)      72.4
SABRE CORP         19S GR       4,755.7     (317.7)    (273.6)
SABRE CORP         19S TH       4,755.7     (317.7)    (273.6)
SABRE CORP         SABR US      4,755.7     (317.7)    (273.6)
SALLY BEAUTY HOL   SBH US       2,106.0     (268.8)     715.8
SALLY BEAUTY HOL   S7V GR       2,106.0     (268.8)     715.8
SILVER SPRING NE   SSNI US        524.4      (97.1)      97.5
SILVER SPRING NE   9SI TH         524.4      (97.1)      97.5
SILVER SPRING NE   9SI GR         524.4      (97.1)      97.5
SMART TECHNOL-A    2SA TH         374.2      (29.4)      71.6
SMART TECHNOL-A    SMT US         374.2      (29.4)      71.6
SMART TECHNOL-A    SMA CN         374.2      (29.4)      71.6
SPORTSMAN'S WARE   06S GR         265.0     (128.6)      76.1
SPORTSMAN'S WARE   SPWH US        265.0     (128.6)      76.1
SUNEDISON INC      SUNE* MM     7,166.1     (236.5)     250.8
SUNEDISON INC      SUNE US      7,166.1     (236.5)     250.8
SUNEDISON INC      WFR GR       7,166.1     (236.5)     250.8
SUNEDISON INC      WFR TH       7,166.1     (236.5)     250.8
SUNESIS PHARMAC    RYIN TH         40.5       (6.2)       6.5
SUNESIS PHARMAC    RYIN GR         40.5       (6.2)       6.5
SUNESIS PHARMAC    SNSS US         40.5       (6.2)       6.5
SUNGAME CORP       SGMZ US          0.1       (2.2)      (2.3)
SUPERVALU INC      SJ1 TH       4,374.0     (738.0)      52.0
SUPERVALU INC      SVU US       4,374.0     (738.0)      52.0
SUPERVALU INC      SJ1 GR       4,374.0     (738.0)      52.0
THRESHOLD PHARMA   THLD US         94.7      (29.0)      50.3
TOWN SPORTS INTE   CLUB US        413.8      (43.5)      27.8
TRANSDIGM GROUP    TDG US       6,399.3     (125.6)     975.5
TRANSDIGM GROUP    T7D GR       6,399.3     (125.6)     975.5
TRINET GROUP INC   TN3 GR       1,434.7     (270.4)      65.1
TRINET GROUP INC   TNET US      1,434.7     (270.4)      65.1
ULTRA PETROLEUM    UPM GR       2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM    UPL US       2,881.8     (227.7)    (374.8)
UNISYS CORP        USY1 TH      2,399.2     (659.6)     421.4
UNISYS CORP        UISEUR EU    2,399.2     (659.6)     421.4
UNISYS CORP        USY1 GR      2,399.2     (659.6)     421.4
UNISYS CORP        UISCHF EU    2,399.2     (659.6)     421.4
UNISYS CORP        UIS1 SW      2,399.2     (659.6)     421.4
UNISYS CORP        UIS US       2,399.2     (659.6)     421.4
VARONIS SYSTEMS    VS2 GR          33.7       (1.5)       1.8
VARONIS SYSTEMS    VRNS US         33.7       (1.5)       1.8
VECTOR GROUP LTD   VGR US       1,260.2      (21.6)     183.3
VECTOR GROUP LTD   VGR GR       1,260.2      (21.6)     183.3
VENOCO INC         VQ US          695.2     (258.7)     (39.2)
VERISIGN INC       VRS GR       2,609.3     (457.6)    (253.6)
VERISIGN INC       VRS TH       2,609.3     (457.6)    (253.6)
VERISIGN INC       VRSN US      2,609.3     (457.6)    (253.6)
VINCE HOLDING CO   VNCE US        470.3     (181.2)    (158.1)
VINCE HOLDING CO   VNC GR         470.3     (181.2)    (158.1)
VIRGIN MOBILE-A    VM US          307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US        346.7      (16.3)     106.1
WEIGHT WATCHERS    WTW US       1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WW6 GR       1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WW6 TH       1,483.1   (1,452.8)     (31.0)
WEST CORP          WSTC US      3,544.1     (709.4)     405.3
WEST CORP          WT2 GR       3,544.1     (709.4)     405.3
WESTMORELAND COA   WLB US       1,407.1     (206.2)     (30.5)
WESTMORELAND COA   WME GR       1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG   XRM US         624.1      (11.4)     107.5
XOMA CORP          XOMA US        134.8       (4.0)      97.4
YRC WORLDWIDE IN   YEL1 TH      2,064.9     (363.1)     193.6
YRC WORLDWIDE IN   YRCW US      2,064.9     (363.1)     193.6
YRC WORLDWIDE IN   YEL1 GR      2,064.9     (363.1)     193.6



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***